Common use of Carry Clause in Contracts

Carry. Subject to Section 2(b)(i), effective as of January 1, 2024, Executive shall receive, with respect to each calendar year during the Term, a payment (such payments, “Carry”) equal to: (i) 3.75% of the cash gains realized by BCG (“Proceeds”) for each vintage year during the period beginning on January 1, 2015 and ending on December 31, 2023 and (ii) 3.75% of the Proceeds for each vintage year during the Term. For purposes of this Agreement, Proceeds shall (A) include, without limitation, (1) all net cash gains realized by BCG on investments in capital provision assets, (2) income received in cash from the BCG Master Allocation Agreement with its BOF-C investment fund, (3) asset management income received in cash from the ▇▇▇▇▇▇▇ Advantage Fund (and including in the case of each of the immediately foregoing clauses (2) and (3), any successor investment funds thereto), (4) cash proceeds of secondary sales of investments occurring following January 1, 2024 and insurance proceeds related to investments in capital provision assets or other investment-related activity, and (5) income received in cash from other investments or business activities, and (B) exclude (1) any management fees, performance fees or other cash income realized by BCG from its management of other investment funds in existence on or prior to January 1, 2024, (2) 50% of the of the income received in cash from any investment in capital provision assets that at inception is forecasted to generate an internal rate of return of less than 20% at the time such investment is approved by the Company’s commitments committee (or any equivalent committee of the Company), and (3) net cash gains from any capital provision assets that BCG has contributed to a partnership in which Executive is a limited partner. The intention of the Parties with respect to the immediately preceding sentence is for Executive to receive Carry as to all investments and business activities of BCG, whether presently existing or added in the future, except those specifically excluded in clause (B) above, and the parties shall negotiate in good faith to arrive at an appropriate methodology for computing Carry for each new type of investment or business activity structure, including investments or business activities that create value in excess of current cash generation, such as in the context of acquiring or starting a new business that generates long-term equity value, to implement this intention consistent with the economic principle outlined above. For the avoidance of doubt, with respect to any vintage year, if “Proceeds” for the applicable calendar year is a realized net loss, then such realized net loss shall be carried over into the immediately following calendar year and shall offset any Carry that would otherwise be payable for such applicable vintage year in respect of such immediately following calendar year. The Carry payable to Executive, if any, will be paid between January 1 and March 15 of the calendar year immediately following the calendar year in respect of which such Proceeds are earned.