Draft 07/30/19

RESTRICTED UNITS AGREEMENT

______________ , 2019

[NAME]

Re: Issuance of Restricted Units

Dear [NAME]:

XXX Company Equity Holdings Parent, LLC, a Delaware limited liability company (the
“Company”), is pleased to advise you that as of July 22, 2019 (the “Grant Date”), you (the
“Participant”) were granted an option (the “Option”) to purchase Units pursuant to the Company
2019 Equity Incentive Plan (the “Plan”), subject to the terms and conditions of the Option
Agreement and the Plan and the LLC Agreement.

As permitted by the Option Agreement, Participant can voluntarily elect to effect an Early
Exercise (as such term is defined in the Option Agreement) to purchase Restricted Units (the
“RU”). If an Early Exercise is consummated on or before August 21, 2019, then this Restricted
Units Agreement (this “Agreement”) is effective and all of the provisions in this Agreement are
operative. The date of any such Early Exercise is referred to as the “Exercise Date”. If no Early
Exercise is consummated on or before August 21, 2019, then this Agreement is null and void and
no RUs will be issued to Participant under this Agreement.

This Agreement and the RU are not intended to constitute a nonqualified deferred
compensation plan within the meaning of Section 409A and will be interpreted accordingly but no
guarantee of any particular tax treatment or result is provided and Participant is solely responsible
for any taxes imposed on Participant as a result of this Award. Capitalized terms used but not
defined in this Agreement shall have the meanings given to them in the Plan or LLC Agreement
as applicable. As a condition of retaining this Award, Participant must timely (i) execute the extra
copy of this Agreement and obtain the requisite spousal consent in the below form and return the
executed documents to the Company along with a copy of a completed and signed Code Section
83(b) election form which is attached below and (ii) make full payment for the RU in the amount
specified in Section 1.(b).

1. RU.

(a) Number of Units. This RU is for [NUMBER] Restricted Units.

(b) Value and Payment. The Fair Market Value of a Unit on the Grant Date is
$1.00. The Participant must on the Exercise Date pay to the Company in cash, check, or wire with
immediately available funds a dollar amount equal to the product of (i) the total number of
Restricted Units reflected in Section 1.(a) multiplied by (ii) the Fair Market Value of one Unit as
recited in the preceding sentence, as full payment for the Restricted Units.

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 (c) Vesting Types.

(i) [NUMBER] Units, which represents approximately 33.33% of the

total RU (the “Time-Vesting RUs”), shall be subject to the time-based vesting requirement
described in Section 2;

(ii) [NUMBER] Units, which represents approximately 33.33% of the

total RU (the “Performance-Vesting RUs”), shall be subject to the performance-based vesting
requirements described in Section 3; and

(iii) [NUMBER] Units, which represents approximately 33.34% of the

total RU (the “Return-Vesting RU”), shall be subject to the return-based vesting requirements
described in Section 4.

(d) Code Section 83(b). You represent and warrant that you understand the
Federal, state and local income tax consequences of the issuance of the RU. Under Section 83 of
the Code, the Fair Market Value of the Restricted Units on the date any forfeiture restrictions
applicable to such Restricted Units lapse will be reportable as ordinary income at that time. For
this purpose, “forfeiture restrictions” include the Company’s repurchase of unvested Restricted
Units as described in this Agreement and the LLC Agreement. You may voluntarily elect to be
taxed at the time the Restricted Units are acquired to the extent that the Fair Market Value of the
Restricted Units equals or exceeds the amount of consideration paid by you for such Restricted
Units at that time rather than when such Restricted Units cease to be subject to such forfeiture
restrictions, by filing an election under Section 83(b) of the Code with the Internal Revenue
Service within thirty (30) days after the Exercise Date. A form for making this election is attached
as Exhibit B hereto. Failure to make this filing within the thirty (30) day period will result in the
recognition of ordinary income by you as the forfeiture restrictions lapse. YOU
ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE
COMPANY’S, TO TIMELY FILE AN ELECTION UNDER CODE SECTION 83(b), EVEN IF
YOU REQUEST THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING
ON YOUR BEHALF. MOREOVER, YOU ARE RELYING SOLELY ON YOUR OWN
ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE A
CODE SECTION 83(b) ELECTION.

(e) Certificate and Legend. The Company may in its discretion issue the Units
in non-certificated form, except if the Company in its discretion elects to use a certificate then in
such case any such certificate shall bear legends including without limitation those legends recited
in the LLC Agreement.

(f) Failure to Vest. In the event that upon (or before) Termination of Service
of the Participant, any unvested Restricted Units can no longer become vested by the terms of
Sections 2, 3, or 4, then such Restricted Units shall then become subject to the repurchase of Units
provisions of the LLC Agreement as if Participant had then experienced a Termination of Service
by the Company for Cause. For avoidance of doubt, the provisions of Section 5 shall apply upon

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Participant’s actual Termination of Service and taking into account the foregoing provisions of
this Section 1.(f).

2. Vesting of Time-Vesting RUs.

(a) Time Vesting. Provided that the Participant remains continuously in service
as a Service Provider through the applicable vesting date, then (i) twenty percent (20%) of the
Time-Vesting RUs shall incrementally vest on the first anniversary of the Grant Date and (ii)
thereafter, for the sixteen quarters following the first anniversary of the Grant Date, five percent
(5%) of the Time-Vesting RUs shall incrementally vest on each quarterly anniversary of the first
anniversary of the Grant Date (with all calculations alternately rounded down or rounded up to the
nearest whole Unit as applicable).

(b) Other Vesting Terms. Notwithstanding Section 2(a), the vesting of the
Time-Vesting RUs shall be subject to the provisions of Sections 5 and 6.

3. Vesting of Performance-Vesting RUs.

(a) Annual Performance Vesting. Up to 20% of the total Performance-Vesting

RUs shall be eligible to vest on each Performance Vesting Date (such 20% portion, a “Tranche”),
provided that the Participant remains continuously in service as a Service Provider through the
applicable Performance Vesting Date, as follows:

(i) If the Administrator determines that actual EBITDA attained for the
fiscal year ending on the applicable Performance Vesting Date equals or exceeds the applicable
Annual Target EBITDA, then 100% of the Tranche for such fiscal year shall vest; and

(ii) For fiscal years 2020 onwards, if the Company achieves actual
EBITDA for the fiscal year ending on a scheduled Vesting Date which is less than the prior fiscal
year’s Annual Target EBITDA, then none of the Tranche eligible to become vested as of such
Performance Vesting Date shall become vested; and

(iii) For fiscal years 2020 onwards, if the Company achieves actual
EBITDA for the fiscal year ending on a scheduled Performance Vesting Date equal to at least the
prior fiscal year’s Annual Target EBITDA, but less than 100% of the applicable Annual Target
EBITDA, then the sum of (A) 50% and (B) 50% multiplied by the amount determined by dividing
(x) the achieved actual EBITDA for the current fiscal year less the prior fiscal year’s Annual Target
EBITDA, by (y) the current fiscal year’s Annual Target EBITDA less the prior fiscal year’s Annual
Target EBITDA, of the Tranche eligible to become vested as of such Vesting Date shall become
vested.

(iv) The number of unvested RUs that are eligible to vest and the number
of RUs, if any, that actually vest pursuant to this Section 3(a) on each Performance Vesting Date
other than the final Performance Vesting Date shall be rounded down to the nearest whole Unit,
and the number of unvested RUs that are eligible to vest and the number of RUs, if any, that
actually vest pursuant to this Section 3(a) on the final Performance Vesting Date shall be rounded
up to the nearest whole Unit.

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 (b) Cumulative Performance Vesting. Provided that the Participant remains
continuously in service as a Service Provider through the applicable vesting date, all Performance-
Vesting RUs that were eligible to become vested on a previous Performance Vesting Date but have
not become vested under Section 3(a) above, may become vested on the final Performance Vesting
Date if the Company achieves a cumulative EBITDA over the Applicable Performance-Vesting
Period which equals or exceeds the sum of the Annual Target EBITDA for each of the five fiscal
years of the Company ending with such date (the “Cumulative Target EBITDA”). This Section
3(b) will not apply if a Realization Event occurs before the final Performance-Vesting Date (in
such case Sections 6(c) and 6(d) shall apply).

(c) Adjustments of EBITDA Targets. In the event that the Administrator

determines that any acquisition or disposition by the Company of any other business or interest
therein, any dividend or other distribution (whether in the form of cash, Units, other securities, or
other property), recapitalization, reclassification, Unit split, reverse Unit split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Units or other
securities of the Company, issuance of warrants or other rights to purchase Units or other securities
of the Company, any unusual or nonrecurring transactions or events affecting the Company, or the
financial statements of the Company, or any change in applicable laws, regulations or generally
accepted accounting principles applicable to, or the accounting policies used by, the Company
occurs such that an adjustment is determined by the Administrator to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended to be made available
with respect to the RU, then the Administrator may in such manner as it may deem equitable adjust
the Annual Target EBITDA and Cumulative Target EBITDA to reflect the projected effect of such
transaction or event thereon. EBITDA may be adjusted by the Administrator in good faith based
on the pro forma projections with respect to an acquisition or disposition by the Company of any
other business or interest therein. The Administrator will determine in good faith the pro forma
treatment of any acquisitions, divestitures or other unusual items that occur during the 5-year
period in adjusting the relevant Annual Target EBITDA and Cumulative Target EBITDA.

(d) Administrator Determination of Performance Vesting. The Administrator

shall make the determination as to whether the Annual Target EBITDA for a fiscal year (and the
Cumulative Target EBITDA for the Applicable Performance-Vesting Period) has been met and
shall determine the extent, if any, to which the Performance-Vesting RUs have become vested on
any such date as the Administrator in its sole discretion shall determine, but in any event within
one-hundred twenty (120) days of the applicable Performance Vesting Date (the actual date of
such determination, the “Performance Determination Date”).

(e) Other Vesting Terms. Notwithstanding Section 3(a) and 3(b), the vesting
of the Performance-Vesting RUs shall be subject to the provisions of Sections 5 and 6.

4. Vesting of Return-Vesting RUs.

(a) Return Vesting. Upon the occurrence of a Realization Event, if XXX

EQUITY COMPANY (x) sells all of its interests in the Company and (y) realizes proceeds the
aggregate Fair Market Value of which equals or exceeds the dollar amount derived by multiplying
(i) the Invested Capital by (ii) the relevant multiple set forth in the schedule below as the “Required
Return on Capital” (such dollar amount, the “Return Vesting Threshold”), then all Return-Vesting

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RUs shall automatically become vested as of the date of such Realization Event, provided that the
Participant remains continuously in service as a Service Provider through the date of such
Realization Event. Notwithstanding the foregoing, if the vesting of all of the Return-Vesting RUs
would result in XXX EQUITY COMPANY failing to attain the Return Vesting Threshold, then
the Return-Vesting RUs shall become vested as to the percentage of Return-Vesting RUs (rounded
down to the nearest whole Unit) that will result in, as a result of the Realization Event, the
achievement of the Return Vesting Threshold taking into account the vesting of such Return-
Vesting RUs that so vest. For purposes of this Section 4(a), if the Realization Event is a Qualified
Public Offering, XXX EQUITY COMPANY shall be deemed to have received cash proceeds
equal to (x) all cash proceeds received by XXX EQUITY COMPANY in respect of their holdings
of equity securities of the Company immediately prior to such Qualified Public Offering plus (y)
the dollar amount derived by multiplying (A) the number of Units held by XXX EQUITY
COMPANY immediately prior to such Qualified Public Offering by (B) the offering price for
Units or other equity securities in such Qualified Public Offering.

Date of the Realization Event Required Return on Capital

Prior to the third anniversary of the Vesting Calculation Date 2.5x

On or after the third anniversary of the Vesting Calculation 3.0x

Date and prior to the fifth anniversary of the Vesting
Calculation Date

On or after the fifth anniversary of the Vesting Calculation 3.5x

Date

(b) Other Vesting Terms. Notwithstanding Section 4(a), the vesting of the
Return-Vesting RUs shall be subject to the provisions of Section 5.

5. Effect of a Termination of Service. Notwithstanding anything in this Agreement to the

contrary, unless the Administrator determines otherwise, upon the Participant’s Termination of
Service all of the then outstanding Units subject to this Agreement shall be subject to repurchase
as provided in the LLC Agreement. The Repurchase Price for vested Units shall be equal to the
then Fair Market Value of such Units on the date of the Repurchase Notice (except if Termination
of Service was by the Company for Cause and in which case the Repurchase Price shall be as
specified in the LLC Agreement).

6. Acceleration of Vesting upon a Change in Control. If the Participant remains

continuously in service as a Service Provider through the date of a Change in Control, then as of
the date of the consummation of such Change in Control:

(a) 100% of all the Participant’s outstanding unvested Time-Vesting RUs will
vest;

(b) the Administrator may provide that any Performance-Vesting RUs which
have not vested will vest on a pro-rata basis based on extrapolating the performance metrics
achieved prior to such Change in Control. For purposes of illustration only, if a Change in Control
occurs in the middle of year four of a five year performance vesting period, and if during the three

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years that have already occurred the Company twice successfully met 100% of its Annual Target
EBITDA and once met 92% of its Annual Target EBITDA, then 83.3% (2 years x 100% + 1 year
x 50% = 83.3%) of the Performance-Vesting RUs relating to the period prior to the Change in
Control will vest and that same percentage (83.3%) of the Performance-Vesting RUs that relate to
the remaining periods (years four and five) would also vest.

7. Application of Plan and LLC Agreement. The Participant acknowledges that the RU
and any Units are subject to the terms of the Plan and the LLC Agreement. In the event of a
conflict between the terms of this Agreement and the Plan or the LLC Agreement, the terms of the
Plan or the LLC Agreement, as applicable, shall control. By executing and returning the enclosed
copy of this Agreement, the Participant acknowledges receipt of this Agreement agrees to be bound
by all of the terms of this Agreement and the Plan and the LLC Agreement. As a condition of this
Agreement, the Participant shall, to the extent not already a party to the LLC Agreement, execute
a joinder to the LLC Agreement, in a form provided to the Participant by the Company.

8. Rights of the Participant. Nothing in this Agreement shall confer any right on the
Participant to continue in the employ as a director or officer of or in the performance of services
for the Company or its Subsidiaries, nor shall anything herein interfere in any way with the right
of the Company or its Subsidiaries to terminate the employment (with or without Cause) or
performance of services of, or to reduce the compensation or responsibilities of, the Participant at
any time. Determinations made by the Administrator under this Agreement need not be uniform
among determinations made with respect to other participants under the Plan and may be made
selectively among eligible participants under the Plan, whether or not such participants are
similarly situated. The issuance of the RU made hereunder to the Participant shall neither
guarantee nor preclude a further grant of a type similar to the RU or any other type to the Participant
in the year of this Agreement or subsequent years. By accepting the RU under this Agreement,
the Participant and each Person claiming under or through him or her shall be conclusively deemed
to have indicated such Person’s acceptance and ratification of, and consent to, any action taken
under this Agreement or the Plan by the Company, the Board or the Administrator.

9. Non-Solicitation/Non-Competition. The Participant acknowledges and agrees that the

Option is being granted as consideration for the Participant’s continued compliance with the
restrictive covenants included in Exhibit C hereto, which are incorporated by reference herein.
The covenants in Exhibit C are separate and distinct from, and shall be in addition to and may be
enforced separately from, any similar restriction contained in any other agreement between the
Participant and the Company or any of its Subsidiaries (including any employment agreement
between the Participant and the Company or its Subsidiaries).

10. Definitions of Certain Terms. For purposes of this Agreement, except where the
context clearly indicates otherwise, the following terms shall have the meanings set forth below:

(a) “Acquisition Costs” means, for any fiscal year, all third party costs and
expenses (including legal and accounting expenses) incurred by the Company and its Subsidiaries
during such fiscal year in connection with or arising out of any actual or proposed acquisition by
the Company or any Subsidiary of any other business or interest therein.

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 (b) “Annual Target EBITDA” means with respect to each of the Company’s
fiscal years set forth on Exhibit A, the Annual Target EBITDA set forth opposite such fiscal year
on Exhibit A.

(c) “Applicable Performance-Vesting Period” means the five-year period

ending on the final Performance Vesting Date.

(d) “EBITDA” means, with respect to the Company and its Subsidiaries for any
period of determination thereof, without duplication, the result of the following calculations as
determined on a consolidated basis, in each case, in accordance with GAAP: (i) the net profit (or
loss), plus (ii) interest expense and income tax provisions, plus (iii) depreciation and amortization
expense, plus (iv) any non-cash compensation charge recorded to reflect issuance of or
appreciation of the Company’s and its Subsidiaries’ equity compensation, which amount is
required to be shown as a charge under GAAP, plus (v) all management and Board fees and
expenses paid to XXX EQUITY COMPANY or their affiliates (including for this purpose Board
designees of XXX EQUITY COMPANY), to the extent deducted from net income during the
period of any determination thereof, plus (vi) Acquisition Costs to the extent deducted from net
income during the period of any determination thereof, minus (vii) extraordinary non-recurring
gains, plus (viii) extraordinary non-recurring losses and plus/minus (ix) any adjustments for one-
time or non-cash items the Administrator, in its discretion determines to be appropriate.

(e) “GAAP” means United States Generally Accepted Accounting Principles as

in effect from time to time and applied on a consistent basis throughout the periods involved.

(f) “Invested Capital” means the aggregate amount of the cash investment
made by XXX EQUITY COMPANY in the Company and its Subsidiaries, regardless of when
such investment is made.

(g) “Performance Vesting Date” means, with respect to each of the Company’s
five fiscal years identified on Exhibit A hereto, the final day of such fiscal year.

(h) “Realization Event” means the consummation of (i) a Change in Control or

(ii) a Qualified Public Offering.

(i) “Vesting Calculation Date” means April 30, 2019.

11. Remedies. The parties hereto (and XXX EQUITY COMPANY as third-party
beneficiaries) shall be entitled to enforce their rights under this Agreement specifically, to recover
damages by reason of any breach of any provision of this Agreement and to exercise all other
rights existing in their favor. The parties hereto acknowledge and agree that money damages
would not be an adequate remedy for any breach of the provisions of this Agreement and that any
party hereto (and XXX EQUITY COMPANY as a third-party beneficiary) may, in its sole
discretion, apply to any court of law or equity of competent jurisdiction for specific performance
and/or injunctive relief (without posting bond or other security) in order to enforce or prevent any
violation of the provisions of this Agreement.

12. Arbitration. If any dispute or claim arises out of this Agreement, or as to the rights and
liabilities of the parties hereunder, or as to the breach or invalidity hereof, including any dispute,

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claim or difference as to whether an issue is arbitrable, the parties shall settle such dispute
exclusively by binding arbitration in accordance with the then prevailing rules of the American
Arbitration Association (or other organization of national reputation mutually acceptable to the
parties). The arbitration shall be administered by one independent and impartial arbitrator jointly
selected by the parties to the dispute and shall be held in the State of Delaware or such other
location mutually acceptable to the parties. The arbitrator shall render its decision and award
within 30 days after the conclusion of the arbitration hearing, which hearing shall be conducted on
an expedited schedule. At the conclusion of the arbitration, the arbitrator shall award costs and
expenses to the prevailing party (including the costs of the arbitration but not the fees and expenses
of attorneys, accountants and other experts). The award rendered by the arbitrator shall be final
and not subject to judicial review, and judgment thereon may be entered in any court having
competent jurisdiction. Notwithstanding anything to the contrary contained in this Section 12 and
without prejudice to the procedures described herein, either party to the dispute shall be entitled to
specific performance and/or other injunctive relief (without posting any bond or deposit) from any
court of law or equity of competent jurisdiction in order to enforce or prevent any violations of the
provisions of this Agreement.

13. Successors and Assigns. Except as otherwise expressly provided herein or in the Plan,
all covenants and agreements contained in this Agreement by or on behalf of any of the parties
hereto shall bind and inure to the benefit of the respective successors and permitted assigns of the
parties hereto whether so expressed or not.

14. Severability. Whenever possible, each provision of this Agreement and the Exhibits
shall be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.

15. Descriptive Headings. The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a part of this Agreement.

16. Governing Law. The law of the State of Delaware shall govern all issues and questions
concerning the relative rights of the Company and its equityholders. All other issues and questions
concerning the construction, validity, interpretation and enforceability of this Agreement and the
exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of
the State of Delaware, without giving effect to any choice of law or conflicts of law rules or
provisions (whether of the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Delaware.

17. Notices. All notices, demands or other communications to be given or delivered under
or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have
been given when delivered personally or mailed by certified or registered mail, return receipt
requested and postage prepaid, to the recipient. Such notices, demands and other communications
shall be sent to the Company, XXX EQUITY COMPANY and the Participant at the addresses
indicated below:

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 (a) if to the Company, to: the attention of the Company’s Secretary at the
Company’s executive offices

(b) if to XXX EQUITY COMPANY, to:

(c) if to the Participant, to: the Participant’s last known mailing address as set
forth in the Company’s personnel records,

or to such other address or to the attention of such other Person as the recipient party has specified
by prior written notice to the sending party.

18. Third-Party Beneficiary. The Company and the Participant acknowledge that XXX
EQUITY COMPANY is a third-party beneficiary under this Agreement.

19. Counterparts; Facsimiles. This Agreement may be executed simultaneously in two or

more counterparts (including by means of facsimile), each of which shall constitute an original but
all of which together will constitute one and the same instrument.

[signature page follows]

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 Please execute the extra copy of this Agreement in the space below and return it,
together with the executed consent of your spouse in the form as attached hereto and a completed
and signed Code Section 83(b) election form as provided in Exhibit B, and full payment in
accordance with Section 1.(b), to the Company’s Secretary at its executive offices to confirm your
understanding and acceptance of the agreements contained in this Agreement. You must return
all of the foregoing signed documents and requisite payment on or before August 21, 2019,
otherwise the RU will be entirely forfeited without consideration.

Very truly yours,

XXX company XXX

By: _____________________________
Name: XXXX
Title: President

The undersigned hereby acknowledges having read this Agreement and the Plan
and LLC Agreement and hereby agrees to be bound by all provisions set forth herein and in the
Plan and LLC Agreement.

Dated as of

___________________, 2019 ______________________________________

[NAME]

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 CONSENT

I, the undersigned spouse of the Participant, hereby acknowledge that I have read
the foregoing Agreement and that I understand its contents. I am aware that such Agreement
provides for the repurchase of my spouse’s Units under certain circumstances and imposes other
restrictions on the transfer of such Units. I agree that my spouse’s interest in the Units is subject
to such Agreement and any interest my spouse may have in such Units shall be irrevocably bound
by such Agreement and further that my community property interest if any, shall be similarly
bound by such Agreement.

I am aware that the legal, financial and other matters contained in the foregoing
Agreement are complex and I am free to seek advice with respect thereto from independent
counsel. I have either sought such advice or determined after carefully reviewing such Agreement
that I will waive such right.

Spouse

Witness

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 EXHIBIT A

Annual Target EBITDA

Annual Target EBITDA for Fiscal Year
Fiscal Year Ending on Performance Vesting Date

2019 $29,400,000
2020 $35,000,000
2021 $39,000,000
2022 $42,500,000
2023 $44,500,000

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 EXHIBIT B

ELECTION UNDER SECTION 83(b) OF

THE INTERNAL REVENUE CODE

The undersigned taxpayer hereby elects, pursuant to § 83(b) of the Internal Revenue Code of
1986, as amended, to include in gross income as compensation for services the excess (if any) of
the fair market value of the common units described below over the amount paid for those
common units.
1. The name, taxpayer identification number, address of the undersigned, and the taxable
year for which this election is being made are:
TAXPAYER’S NAME: _________________________________
TAXPAYER’S SOCIAL SECURITY NUMBER: __________________________
ADDRESS: ______________________________________
TAXABLE YEAR: Calendar Year 2019
2. The property which is the subject of this election are [NUMBER] Restricted Common
Equity Membership Units (“RUs”) of XXX company Equity Holdings Parent, LLC.
3. The property was transferred to the undersigned on [DATE], 2019.
4. The property is subject to the following restrictions: One-third of the RUs are subject to
annual time-based service vesting conditions over a five year period; one-third of the RUs
are subject to annual performance-based and service vesting conditions over a five year
period; and the remaining RUs are subject to return on investment vesting and continued
service vesting conditions. If any vesting conditions are not satisfied then this will cause the
affected unvested Restricted Units to be subject to repurchase by the Company at a price
that is not greater than the original purchase price paid by the Taxpayer.
5. The fair market value of the property at the time of transfer (determined without regard to
any restriction other than a nonlapse restriction as defined in § 1.83-3(h) of the Income
Tax Regulations) is: $1.00 per Unit x [NUMBER] Units = $[NUMBER].
6. For the property transferred, the undersigned paid $1.00 per Unit x [NUMBER] Units =
$[NUMBER].
7. The amount to include in gross income is $0.00.
The undersigned taxpayer will file this election with the Internal Revenue Service office with
which taxpayer files his or her annual income tax return not later than 30 days after the date of
transfer of the property. A copy of the election also will be furnished to the person for whom the
services were performed. The undersigned is the person performing the services in connection
with which the property was transferred.

Dated:______________________ _______________________________________
Taxpayer

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 EXHIBIT C

1. Restrictive Covenants. The parties hereto recognize that the Participant’s

knowledge and skill are a material factor in inducing the Company to enter into this Agreement.
Further, in the course of the employment of the Participant, and because of the nature of the
Participant’s responsibilities, the Participant will acquire valuable confidential information,
proprietary information and trade secrets with regard to the Company Group. In addition, the
Participant may develop on behalf of the Company Group, a personal acquaintance with some of
the Company Group’s customers and prospective customers. As a consequence, the Participant
will occupy a position of trust and confidence with respect to the Company Group’s affairs and its
services. In view of the foregoing, and in consideration of the grant of the Option to the Participant
under this Agreement, the Participant agrees that it is reasonable and necessary for the protection
of the goodwill and business of the Company Group that the Participant make the restrictive
covenants contained in this Agreement regarding the conduct of the Participant during and after
the employment relationship with the Company Group, and that the Company Group will suffer
irreparable injury if the Participant engages in conduct prohibited thereby. In consideration of her
employment by XXXX and the grant of the Option, and other good and valuable consideration,
the receipt of which is hereby acknowledged, the Participant agrees as follows:

(a) Non-Competition. During the period commencing on the Grant Date and
continuing until the expiration of either (i) the two (2) year period immediately following the
termination of the Participant’s employment with XXX Company if termination occurs on or
before the six (6) month anniversary of the Grant Date, or (ii) the eighteen (18) month period
immediately following the termination of the Participant’s employment XXX Company if
termination occurs after the six (6) month anniversary of the Grant Date (the “Restricted Period”),
the Participant will not, anywhere in the markets where XXX Company or a Covered Party (as
defined below) provides, or has active plans to provide, services or products (the “Territory”),
engage in, own, manage, operate, finance, control, represent, advise, or work with (whether as an
officer, director, shareholder, owner, co-owner, affiliate, partner, agent, representative, consultant,
independent contractor, advisor, or in any other role) the business of providing software
development, systems engineering and other subject matter or technology consulting services to
the federal government or any other business that sells or provides products or services that are
competitive with the products or services sold or provided by XXX Company or a Covered Party
or that the Participant has actual knowledge are planned to be sold or provided by XXX Company
or a Covered Party in each case that competes or intends to compete directly or indirectly with the
Company Group at any time during the Restricted Period (a “Competitor”).

(b) The foregoing shall not prevent the Participant from owning, as a passive
investment, shares of capital stock of any Competitor if (A) such shares are listed on a national
securities exchange or traded on a national market system in the United States, (B) the Participant,
together with any of the Participant’s affiliates and the Participant’s immediate family members
owns beneficially (directly or indirectly) less than five percent (5%) of the total number of shares
of such entity’s issued and outstanding capital stock, and (C) neither the Participant nor any of the
Participant’s affiliates is otherwise associated directly or indirectly with such Competitor or any
of its affiliates; and provided, further, however, that nothing in this Exhibit C shall restrict the
Participant from being employed directly by or serving as an unpaid advisor, in any role
whatsoever, to: (a) the United States federal government; (b) any state or local government entity;

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or (c) any educational institution, provided that the employment by such educational institution is
in a capacity that is not competitive with XXX Company or a Covered Party.

(c) Non-Solicitation. During the Restricted Period, the Participant will not,
either on the Participant’s own behalf or on behalf of any third party (except a member of the
Company Group), directly or indirectly:

(i) seek to induce or otherwise cause any Covered Customer (as defined
below) (1) to cease being a customer of or to not become a customer of a Covered Party,
or (2) to divert any business of such Covered Customer from a Covered Party, or otherwise
to discontinue or alter in a manner adverse to a Covered Party, such business relationship;

(ii) solicit any Covered Customer for the purpose of selling or

providing products or services that compete with those provided to such Covered Customer
by a Covered Party at any time within the then-preceding two (2)-year period or, to the
actual knowledge of the Participant, planned to be sold or provided to such Covered
Customer by a Covered Party; or

(iii) hire, solicit, or encourage to leave the employment or service of the

Company Group, any officer or employee of, or any Covered Consultant to, the Company
Group, or hire or participate (with another third party) in the process of hiring any person
or entity who is then, or who within the preceding twelve (12) months was an employee or
Covered Consultant of the Company Group, or provide names or other information about
the Company Group’s employees or Covered Consultants to any person or entity under
circumstances which could lead to the use of that information for purposes of recruiting or
hiring; provided however that the Participant will not be deemed to have violated this
subsection (b)(iii) if an employee or Covered Consultant of the Company Group responds
directly to a general advertisement of another person or entity as long as the Participant has
no involvement or participation, either directly or indirectly, in the recruitment or
employment of such person or entity (and at the written request of the Company provides
an affidavit to that effect).

(d) Acknowledgment. The parties agree that the restrictions placed upon the
Participant are reasonable and necessary to protect the Company Group’s legitimate interests. The
Participant acknowledges that, based upon the advice of legal counsel and the Participant’s own
education, experience and training, (i) these provisions will not prevent the Participant from
earning a livelihood and supporting the Participant and the Participant’s family during the
Restricted Period, (ii) the Company Group conducts business in the Territory, (iii) the Company
Group competes with other businesses that are or could be located in any part of the Territory, (iv)
the restrictions contained in this Agreement are reasonable and necessary for the protection of the
business and goodwill of the Company Group, (v) the foregoing restrictions on competition are
fair and reasonable in type of prohibited activity, geographic area covered, scope and duration, (vi)
the consideration provided by the Company under this Agreement is not illusory, and (vii) such
provisions do not impose a greater restraint than is necessary to protect the goodwill or other
business interests of the Company Group. In consideration of the foregoing, and in light of the
Participant’s education, skills, and abilities, the Participant agrees that the Participant will not

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assert that, and it should not be considered that, any provision of this Exhibit C are otherwise void,
voidable or unenforceable, or should be voided or held unenforceable.

(e) Additional Time. The Participant agrees that the period during which the
covenants contained in this Exhibit C will be effective will be computed by excluding from such
computation any time during which the Participant is found by a court of competent jurisdiction
to have been in violation of any provision of this Exhibit C.

(f) Independent Agreement. The covenants on the part of the Participant in this
Agreement will be construed as an agreement independent of any other agreement and independent
of any other provision of this Agreement, and the existence of any claim or cause of action by the
Participant against the Company, whether predicated upon this Agreement or otherwise, will not
constitute a defense to the enforcement by the Company of such covenants. Each of the covenants
of this Agreement are given by the Participant as part of the consideration for this Agreement and
as an inducement to the Company to enter into this Agreement and accept the obligations
hereunder.

(g) Subsequent Employment. The Participant hereby covenants and agrees,

during the Restricted Period, to, promptly following her acceptance of any subsequent employment
or consulting arrangement that the Participant undertakes on behalf of persons or entities other
than a member of the Company Group, notify the Company in writing of any such arrangement,
including the identity, address and telephone number of such person or entity. The Participant
agrees that the Company may notify any person or entity employing or otherwise retaining the
services of the Participant or evidencing an intention of employing or retaining the services of the
Participant of the existence and provisions of this Exhibit C. The obligations set forth in this
subsection (h) shall terminate and expire on, and have no further force or effect after, the end of
the Restricted Period.

(h) Definitions.

(i) “Company Group” shall mean XXX Company, the Company, and
its direct and indirect subsidiaries and affiliates (including future affiliates, entities that the
Company or XXX Company directly or indirectly acquires, successors and assigns).

(ii) “Covered Party” shall mean the Company and XXX Company, and
their respective present and prospective successors and assigns and direct and indirect
Subsidiaries, in each case for which the Participant provided significant services.

(iii) “Covered Consultant” means any person or entity that provides

services to a Covered Party for the benefit of a Covered Customer.

(iv) “Covered Customer” means any Customer or Prospective

Customer.

(v) “Customer” means any person or entity with whom the Company or
any of its Subsidiaries has a binding legal contract to provide goods and/or services, it
being understood that as to the U.S. federal government, “Customer” shall mean only the
specific division, department, operating unit, or other appropriate subentity of a

SMRH:4816-9944-9246.2 -6-
 Governmental Entity as to which the Company or any of its Subsidiaries is providing goods
and/or services pursuant to a contract, subcontract or task order with the U.S. federal
government or any higher-tier contractor, as applicable. For the avoidance of doubt, with
respect to any Customer under a Government Subcontract with any higher-tier contractor,
the applicable Governmental Entity that is a customer under the related government prime
contract shall be considered a Customer as well.

(vi) “Government Subcontract” means any subcontract, basic ordering

agreement, blanket purchase agreement, letter subcontract, task order, delivery order, or
purchase order between the Company and any higher-tier contractor with respect to a prime
contract, basic order agreement, blanket purchase agreement, letter contract, task order,
delivery order, or purchase order with a Governmental Entity.

(vii) “Governmental Entity” means any government or any agency,

bureau, board, commission, court, department, official, political subdivision, tribunal or
other instrumentality of any government, whether federal, state or local, domestic or
foreign, as well as any corporations owned or chartered by any such governmental agency,
bureau, board, commission, court, department, official, political subdivision, tribunal or
other instrumentality.

(viii) “Prospective Customer” means any person or entity (i) to whom the
Company or any of its Subsidiaries has submitted an offer or proposal to provide goods
and/or services and such offer or proposal is still pending decision by such person or entity
or (ii) as to whom the Company or any of its Subsidiaries is in the process of considering
the submission of, or is preparing, an offer or proposal to provide goods and/or services, it
being understood that, as to the U.S. federal government, “Prospective Customer” shall
mean only the specific division, department, operating unit, or other appropriate subentity
of a Governmental Entity as to which the Company or any of its Subsidiaries, if a contract,
subcontract or task order with the U.S. federal government or any higher-tier contractor, as
applicable, is awarded to the Company, such goods and/or services would be provided. For
the avoidance of doubt, with respect to any Prospective Customer under a prospective
Government Subcontract with any higher-tier contractor, the applicable Governmental
Entity that is a prospective customer under the related prospective government prime
contract shall be considered a Prospective Customer as well.

2. Reformation. In furtherance and not in limitation of the foregoing, should any

duration, scope or geographical restriction on business activities covered under any provision of
this Agreement be found by any court of competent jurisdiction to be less than fully enforceable
due to its breadth of restrictiveness or otherwise, the Participant and the Company intend that such
court will enforce this Agreement to the full extent the court may find permissible by construing
such provisions to cover only that duration, extent or activity which may be enforceable. The
Participant will, at the Company’s request, join the Company in requesting that such court take
such action. The Participant and the Company acknowledge the uncertainty of the law in this
respect and intend that this Agreement will be given the construction that renders its provisions
valid and enforceable to the maximum extent permitted by law.

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 3. Unique Nature of Agreement; Attorneys’ Fee. The Participant recognizes that the
services to be rendered by the Participant are of a special, unique, unusual, extraordinary, and
intellectual character involving a high degree of skill and having a peculiar value, the loss of which
will cause the Company Group immediate and irreparable harm, which cannot be adequately
compensated in damages. In the event of a breach or threatened breach by the Participant of
Exhibit C of this Agreement, the Participant consents that the Company Group may be entitled to
injunctive relief, both preliminary and permanent, without bond or security, and the Participant
will not raise the defense that the Company Group has an adequate remedy at law. In addition, the
Company Group may be entitled to any other legal or equitable remedies as may be available under
law. The remedies provided in this Agreement will be deemed cumulative and the exercise of one
will not preclude the exercise of any other remedy at law or in equity for the same event or any
other event. Additionally, in the event the Company Group brings an action to enforce Exhibit C
of this Agreement and is the prevailing party in such action, the Company Group shall be entitled
to its reasonable attorneys’ fee and costs incurred in such action. Conversely, in the event the
Company Group brings an action to enforce Exhibit C of this Agreement and is not the prevailing
party in such action, the Participant shall be entitled to, and the Company Group shall promptly
pay to the Participant, the Participant’s reasonable attorneys’ fees and costs incurred in such action.

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