Common use of Class B Members Clause in Contracts

Class B Members. The Manager (or its members and/or their Affiliates) will retain ownership of thirty-five percent (35%) of the Interests in the Company as a carried interest. The Class B Interests shall be subordinate to the Class A Interests. The issuance of Class B Interests is irrevocable even if CARDONE CAPITAL, LLC is removed or resigns as the Manager of the Company. Class B Interest will be issued as founders’ interests, at formation, without consideration. The Manager reserves the right to allow the Class B Members (or their members or Affiliates) to sell, grant, transfer, or convey a minority of the Class B Interests to others without permission of the Class A Members as long as doing so does not: a) dilute the Interests or percentage returns to the Class A Members, or b) allow any other Class B Member to exert management control over the Manager. Cardone Equity Fund V, LLC 4 Operating Agreement CARDONE CAPITAL, LLC, its Affiliates or members (and/or their affiliates) may purchase Class A Interests at such value as may be established from time to time on transfer of a Class A Member’s Interest per Articles 11 or 12 of this Agreement), but they may be allowed to invest less than the minimum investment amount required of other Class A Members, at the Manager’s sole discretion.

Class B Members. The Manager (or its members and/or their Affiliates) will retain ownership of thirty-five thirty percent (3530%) of the Interests in the Company as a carried interest. The Class B Interests shall be subordinate to the Class A Interests. The issuance of Class B Interests is irrevocable even if CARDONE CAPITALOwn Our Own Manager, LLC is removed or resigns as the Manager of the Company. Class B Interest will be issued as founders’ interests, at formation, without consideration. The Manager reserves the right to allow the Class B Members (or their members or Affiliates) to sell, grant, transfer, or convey a minority of the Class B Interests to others without permission of the Class A Members as long as doing so does not: a) dilute the Interests or percentage returns to the Class A Members, or b) allow any other Class B Member to exert management control over the Manager. Cardone Equity Fund V, LLC 4 Operating Agreement CARDONE CAPITALOwn Our Own Manager, LLC, its Affiliates or members (and/or their affiliates) may purchase Class A Interests at such value as may be established from time to time on transfer of a Class A Member’s Interest per Articles 11 or 12 of this Agreement), but they may be allowed to invest less than the minimum investment amount required of other Class A Members, at the Manager’s sole discretion.

Class B Members. The Manager (or its members and/or their Affiliates) will retain ownership of thirty-five twenty percent (3520%) of the Interests in the Company as a carried interest. The Class B Interests shall be subordinate to the Class A Interests. The issuance of Class B Interests is irrevocable even if CARDONE CAPITALOwn Our Own Manager, LLC is removed or resigns as the Manager of the Company. Class B Interest will be issued as founders’ interests, at formation, without consideration. The Manager reserves the right to allow the Class B Members (or their members or Affiliates) to sell, grant, transfer, or convey a minority of the Class B Interests to others without permission of the Class A Members as long as doing so does not: a) dilute the Interests or percentage returns to the Class A Members, or b) allow any other Class B Member to exert management control over the Manager. Cardone Equity Fund V, LLC 4 Operating Agreement CARDONE CAPITALOwn Our Own Manager, LLC, its Affiliates or members (and/or their affiliates) may purchase Class A Interests at such value as may be established from time to time on transfer of a Class A Member’s Interest per Articles 11 or 12 of this Agreement), but they may be allowed to invest less than the minimum investment amount required of other Class A Members, at the Manager’s sole discretion.

Class B Members. The Manager (or its members and/or their Affiliates) will retain ownership of thirty-five percent (35%) of the Interests in the Company as a carried interest. The Class B Interests shall be subordinate to the Class A Interests. The issuance of Class B Interests is irrevocable even if CARDONE CAPITALCardone Capital, LLC is removed or resigns as the Manager of the Company. Class B Interest will be issued as founders’ interests, at formation, without consideration. The Manager reserves the right to allow the Class B Members (or their members or Affiliates) to sell, grant, transfer, or convey a minority of the Class B Interests to others without permission of the Class A Members as long as doing so does not: a) dilute the Interests or percentage returns to the Class A Members, or b) allow any other Class B Member to exert management control over the Manager. Cardone Equity Fund VVI, LLC 4 Operating Agreement CARDONE CAPITALCardone Capital, LLC, its Affiliates or members (and/or their affiliates) may purchase Class A Interests at such value as may be established from time to time on transfer of a Class A Member’s Interest per Articles 11 or 12 of this Agreement), but they may be allowed to invest less than the minimum investment amount required of other Class A Members, at the Manager’s sole discretion.