FORM OF CARRY POINTS AWARD LETTER

Date: [_____]

To: [_____]

From: [_____]

CC: [_____]

Subject: BlackRock Executive Master Carry, L.P. – [______] Class Allocation Award

As you have been informed, in recognition of your unique importance to the long-term success of BlackRock’s private markets business, you are being awarded a portion of the carried interest in select BlackRock private markets funds through a limited partnership interest (an “LP Sharing Percentage”) in BlackRock Executive Master Carry, L.P. (the “Partnership”). The Partnership divides investments into Classes. Schedule 1 attached hereto provides further details about the [_____] Class.

The award is subject to the terms of the Partnership as set forth in the Amended and Restated Limited Partnership Agreement of the Partnership, as may be amended and restated from time to time (the “Partnership Agreement”). The grant date for the award being granted hereby is [_____]. Your award is as set forth below:

Documentation:

To document your carried interest allocation, please electronically:

Please electronically complete and sign the above-referenced documentation by [____]. If you have any questions, please contact [______].

AWARD ACCEPTANCE FORM – [____] CLASS

I agree and accept the LP Sharing Percentage allocation set forth above and agree to be bound by the terms of the Partnership Agreement as a Limited Partner with respect to the above referenced award.

By:
Name: [_______]

Date: [_______]

BlackRock Executive Master Carry, L.P.

By: BlackRock Financial Management, Inc., its general partner

By:
Name:
Title:

SCHEDULE 1

ANNEX A

Excerpt of Certain Provisions from the

Amended and Restated Limited Partnership Agreement of

BlackRock Executive Master Carry, L.P.

Certain information has been excluded from this Annex A because it is both not material and it is the type that the Registrant treats as private or confidential.

R E C I T A L S:

[REDACTED]

WHEREAS, the Partnership shall be admitted as a member or limited partner of the carried interest receiving entity of each included Mandate (each such carried interest receiving entity, a “Carry Vehicle”);

WHEREAS, the Partnership shall be entitled to receive, in the sole discretion of the MDCC, a certain percentage of the carried interest due to the Carry Vehicles with respect to certain Mandates (the “Executive Carry Percentage”), as well as a certain percentage, which may be zero, of the carried interest due to the Carry Vehicles with respect to certain Mandates that is designated solely for the General Partner (the “BlackRock Carry Percentage”);

[REDACTED]

1.7. Expenses. Except as otherwise provided in the Schedule applicable to a particular Class, the General Partner shall bear all Partnership Expenses. [REDACTED].

1.8. Establishment of One or More Classes. Each Limited Partner understands and acknowledges that this Agreement grants the General Partner the right to establish one or more classes (each, a “Class”) or groups of Limited Partners within the Partnership, including, without limitation, the right to establish various Classes within the Partnership each corresponding to the carried interest received in respect of different Mandates, or investments within a Mandate, having such relative powers and duties as the General Partner may determine from time to time pursuant to Section 17-302 of the Act. To the extent a separate Class is established, it will represent an interest solely in the assets and liabilities of the Partnership allocated to such Class. A Class will only participate in the income, gains, losses and deductions in respect of such assets and liabilities and will not be allocated the income, gains, losses and deductions in respect of any other assets and liabilities of the Partnership unless otherwise determined by the General Partner, in its sole discretion.

[REDACTED]

3.2. Non-Interference Covenants.

[REDACTED]

[REDACTED]

[REDACTED]

6.5. Class Reserve Accounts.

(a) Class Reserve Account Deposit. Notwithstanding Section 6.1 or any other provision of this Agreement, as of the date of any proposed distribution to any Limited Partner pursuant to Section 6.1, if any Fund Agreement of any Fund associated with a Class provides for a “clawback” of the Fund General Partner’s carried interest, the Partnership shall hold back from any distribution in respect of such Fund to a Limited Partner an additional amount (with respect to Active Partners, the “Active Partner Holdback” and, with respect to Inactive Partners, the “Inactive Partner Holdback”) equal to the product of (i) the amount of such distribution and (ii) (x) with respect to a Limited Partner that is an Active Partner as of the date of such distribution, the Active Holdback Percentage and (y) with respect to a Limited Partner that is an Inactive Partner as of such date, the Inactive Holdback Percentage. The “Active Holdback Percentage” and “Inactive Holdback Percentage” for each Class may be adjusted upward (or downward) at any time by the Carried Interest Committee (or its designee) based on its good faith determination regarding the possibility that a Fund General Partner (in its capacity as general partner, manager or managing member of, or Person acting in a similar capacity with respect to, each Fund) associated with such Class would be required (or not be required) to make any contributions to one or more Funds in accordance with the “clawback” provisions or otherwise of the applicable Fund Agreement in respect of a Class. Any amount held back or separately maintained on the books and records of the Partnership with respect to a Limited Partner’s interest in a Class shall not be distributed to such Limited Partner and shall be placed (or deemed placed) in a separate account for that Class (a “Class Reserve Account”, which term, by way of clarification, takes into account any gains, losses, interest and expenses attributable to amounts placed in such Class Reserve Account). In the case of a distribution consisting of both cash and Securities, the General Partner may allocate the cash portion or the securities portion of such distribution disproportionately to the Class Reserve Account. For the avoidance of doubt, under this Section 6.5, amounts held back for purposes of satisfying the Active Partner Holdback or the Inactive Partner Holdback of any distribution shall be calculated as of the relevant date of any proposed distribution. For purposes hereof, a Limited Partner shall be deemed to have received distributions in respect of any Active Partner Holdback or Inactive Partner Holdback held back from distribution to such Limited Partner in an amount equal to the amount of such Active Partner Holdback or Inactive Partner Holdback notwithstanding that such amounts are placed into such Limited Partner’s Class Reserve Accounts and are not distributable until a later date.

[REDACTED]

6.6. Return of Distributions.

(a) In General. If a Carry Vehicle is obligated to return distributions it previously received from a Fund General Partner (e.g., because the Fund General Partner is obligated to return distributions it previously received pursuant to any Fund Agreement of a Fund of a Mandate associated with a Class or requirements imposed by applicable law), the Partnership shall be obligated to contribute its proportionate share of such amounts to the Carry Vehicle and the Partners of the Class to which such obligation relates (as reasonably determined by the General Partner) shall be required to fund such obligation in proportion to their respective Net Carry Amounts with respect to such Class as determined by the General Partner in its sole discretion. In addition, if the Partnership is required to return any distributions it receives from a Fund, then, to

the extent such obligations relate to Fund Interests, such obligations shall be borne solely by the General Partner.

(b) Failure to Contribute. Each Partner shall be liable severally (but not jointly) to contribute the amount required to be contributed pursuant to this Section 6.6 by such Partner of a Class. Any such Partner’s failure to so contribute shall be considered a breach of this Agreement.

(c) Survival and Cap. A Partner’s obligation to make contributions to the Partnership under this Section 6.6 shall survive the dissolution, liquidation, winding up and termination of the Partnership, and for purposes of this Section 6.6, the Partnership may pursue and enforce all rights and remedies it may have against each Partner under this Section 6.6, including instituting a lawsuit to collect such contribution with interest from the date such contribution was required to be paid under this Section 6.6 calculated at a rate equal to the lesser of (i) the interest rate payable by the Partnership with respect to its recontribution obligation and (ii) the highest rate per annum permitted by law. Notwithstanding the foregoing, each Partner’s obligation to return distributions with respect to a Class pursuant to this Section 6.6 shall be limited to the total distributions received (or deemed received by virtue of being held in a Class Reserve Account, taking into account, for the avoidance of doubt, any gains, losses, interest and expenses attributable to amounts placed in such Class Reserve Account) by such Partner pursuant to this Agreement, including any amounts in such Partner’s Class Reserve Accounts (reduced by any amounts previously returned by such Partner with respect to that Class pursuant to Section 6.6 of this Agreement) and in all cases such obligation to return distributions shall be limited to the total amount owed pursuant to the Fund Agreements.

[REDACTED]

6.9. Tax Distributions. The Partnership may, in the General Partner’s sole discretion, make cash distributions to the Partners, including from amounts held in Class Reserve Accounts as set forth in Section 6.5, in sufficient amounts intended to enable the Partners (or any Person whose tax liability is determined by reference to the income of a Partner) to discharge their tax liabilities, including for estimated taxes, arising from the allocations of taxable income and gain made to them pursuant to this Agreement assuming a tax rate equal to the maximum statutory rate determined using the Tax Assumptions. Such distributions shall be made at such times and in such amounts as the General Partner may determine in accordance with the foregoing and taking into consideration any other distributions. Unless otherwise determined by the General Partner in its sole discretion, the amounts distributable to any Partner pursuant to Section 6.1 and/or Section 6.5, as applicable, shall be reduced by the amounts distributed to such Partner pursuant to this Section 6.9. The General Partner may, in its sole discretion, make all or a portion of a tax distribution to a Partner by using amounts held in the applicable Class Reserve Account(s) of such Partner, which such amounts shall be held back from future amounts otherwise distributable to such Partner pursuant to Section 6.1 and allocated to such Class Reserve Account(s).

[REDACTED]

7.6 Rights of Inactive Partners. Whenever the act, vote, consent or decision of the Partners is required or permitted pursuant to this Agreement, an Inactive Partner shall not be entitled to perform such act, to participate in such vote or consent or to make such decision; and such act, vote, consent or decision shall be performed, tabulated or made as if such Inactive Partner were not a Partner. An Inactive Partner shall continue to be a Limited Partner and, except as expressly set forth herein, shall remain subject to its obligations under this Agreement.

[REDACTED]

10.3. Final Distribution. After the application or distribution of the proceeds of the liquidation of the assets of the Partnership in one or more installments to the satisfaction of the liabilities to creditors of the Partnership, including to the satisfaction of the expenses of the winding-up, liquidation and termination of the Partnership (whether by payment or the making of reasonable provision for payment thereof), the remaining proceeds, if any, plus any remaining assets of the Partnership shall be distributed in accordance with the applicable provision of Section

6.1(b) as determined by the General Partner in its sole discretion, provided that any amounts remaining in a Partner’s Class Reserve Account shall be distributed to such Partner.

[REDACTED]

“Accrued Net Appreciation”, with respect to a Class, shall mean any accrued net appreciation in respect of the carried interest attributable to such Class.

“Act” shall mean the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17‑101 et seq., as amended from time to time, and any successor to such statute.

“Active Holdback Percentage” with respect to a Class shall be determined by the Carried Interest Committee in its sole discretion and shall initially be 7.5%.

“Active Partners” shall mean all Partners other than any Inactive Partners.

“Active Partner Holdback” shall have the meaning set forth in Section 6.5(a).

“Additional Partner” shall [mean additional Persons admitted to the Partnership as a Limited Partner of a Class].

[REDACTED]

“Affiliate” shall mean, with respect to any specified Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified, provided that each Associated Limited Partner shall be deemed to be an Affiliate of the Partner with whom such Associated Limited Partner is associated, and, provided, further, that, for the avoidance of doubt, none of The PNC Financial Service Group, Inc. or any of its affiliates or subsidiaries shall be deemed to be an Affiliate of BlackRock, the General Partner, the Partnership or any of the Funds. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” shall mean this Amended and Restated Limited Partnership Agreement, as amended, supplemented or restated from time to time.

“Applicable Percentage” shall have the meaning set forth in Section 7.2.

“Associated Limited Partner” shall mean any trust, limited liability company, limited partnership, or similar vehicle for the primary benefit of a Limited Partner’s descendants (whether natural or adopted) or other family members (including spouses and former spouses) that has been admitted as a limited partner of the Partnership and

designated on the books and records of the Partnership as an “Associated Limited Partner,” each in its capacity as a limited partner of the Partnership.

“Available Assets” shall mean, with respect to each Class, as of any date, the excess of (a) the cash, cash equivalent items, Temporary Investments, and other assets deemed to be cash held by the Partnership with respect to such Class, over (b) the sum of the amount of such items as the General Partner reasonably determines to be necessary for the payment of the Partnership’s expenses, liabilities and other obligations (whether fixed or contingent) with respect to such Class, and for the establishment of appropriate reserves for such expenses, liabilities and obligations as may arise, including the maintenance of adequate working capital for the continued conduct of the Partnership’s investment activities and operations with respect to such Class.

[REDACTED]

“BlackRock” shall mean BlackRock, Inc., a Delaware corporation, together with its subsidiaries and Affiliates, other than the General Partner, the Partnership or the Funds.

“BlackRock Carry Percentage” shall have the meaning set forth in the preamble hereto.

“Board” means the Board of Directors of BlackRock.

[REDACTED]

“Capital Contribution” shall mean, with respect to any Partner and a Class, the amount of capital contributed by such Partner to the Partnership and that Class pursuant to this Agreement.

“carried interest” shall have the meaning set forth in Section 6.1(b)(ii).

“Carried Interest Committee” shall mean a committee comprised of such members and such number of members as determined by BlackRock in its sole discretion. Any vacancies on the Carried Interest Committee shall be filled by BlackRock. Members of the Carried Interest Committee may be removed and replaced from time to time by BlackRock.

“Carry Vehicle” shall have the meaning set forth in the preamble hereto.

“Cause” shall mean, with respect to any Limited Partner, the occurrence of any of the following events: (i) any conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea), in a criminal proceeding on a felony charge that could impair the Limited Partner’s ability to perform his or her duties or adversely affect the business or reputation of the Partnership, the General Partner or BlackRock; (ii) any act of fraud, misappropriation, material dishonesty, embezzlement or similar conduct against BlackRock or any affiliate or client thereof; (iii) any violation involving fraud or intentional misconduct by the Limited Partner (a) under the securities laws of the United States, or (b) of any rules or regulations imposed by a regulatory authority to which BlackRock, the

Partnership, the General Partner, the Fund General Partner or any Fund is subject or a self-regulatory organization of which BlackRock, the Partnership, the General Partner, the Fund General Partner of any Fund, is a member; (iv) any violation by the Limited Partner of law or of any material provision of written policies of BlackRock required by law or established to maintain compliance with applicable law, in each case that could impair the Limited Partner’s ability to perform his or her duties or could adversely affect the business or reputation of the Partnership, the General Partner or BlackRock; (v) any intentional or negligent violation by the Limited Partner of the Confidentiality and Employment Policy, including the provisions thereof relating to confidential information or non-solicitation of BlackRock clients and employees; or (vi) entry of any disciplinary order or sanction against the Limited Partner by any governmental body having regulatory authority with respect to the Partnership’s or any affiliate’s business, which could materially impair the Limited Partner’s ability to perform his or her duties or materially adversely affect the business or reputation of the Partnership, the General Partner or BlackRock; provided, in any case, the determination of such occurrence constituting Cause within this definition is made in the discretion of the MDCC.

[REDACTED]

“Class” shall have the meaning set forth in Section 1.8. [REDACTED].

“Class Capital Account” shall [mean an account established on the books and records of the Partnership for each Partner with respect to each Class in which such Partner has an interest].

“Class Reserve Account” shall have the meaning set forth in Section 6.5(a).

[REDACTED]

“Confidentiality and Employment Policy” shall mean the Confidentiality and Employment Policy for exempt employees (or any policy that, in whole or in part, succeeds or otherwise replaces such policy) located on the BlackRock Intranet (or as otherwise communicated in writing to Limited Partners), as amended, restated, supplemented or otherwise modified from time to time.

[REDACTED]

“Covered Person” shall mean any Partner, any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Partnership (and any officers, directors, employees, representatives or agents of such Person); any officers, directors, shareholders, controlling Persons, partners, members, employees, representatives or agents of a Partner; or any officer or agent of the Partnership; or any Person who was, at the time of the act or omission in question, such a Person.

“Director” means a member of the Board.

[REDACTED]

“Disability” shall have the meaning given in, and shall be determined pursuant to, the long-term disability plan sponsored by BlackRock from time to time.

[REDACTED]

“Executive Carry Percentage” shall have the meaning set forth in the preamble hereto.

[REDACTED]

“Fund Agreements” shall mean the limited partnership agreement or other governing document of each Fund.

“Fund General Partner” shall mean, with respect to a Class, a general partner, managing member, special limited partner, or other partner or member entity that holds a special limited partnership or similar interest in each of the Funds of each of the Mandates associated with such Class, as determined by the General Partner from time to time.

“Fund Interests” shall [mean the direct or indirect interests in the Fund with respect to any Capital Contributions made to the Partnership by the General Partner].

“Funds” shall mean the collective investment vehicles that comprise the Mandates, as applicable, to which the Partnership serves as general partner, manager, managing member or member of, or Person acting in a similar capacity with respect to, their general partners or other partners, as determined by the General Partner in its sole discretion.

“Funds Manager” shall mean BlackRock Financial Management, Inc., a Delaware corporation, any successor thereto, or any Affiliate thereof that serves as the investment manager of one or more Funds.

“General Partner” [BlackRock Financial Management, Inc., a Delaware corporation].

[REDACTED]

“Inactive Holdback Percentage” shall be determined by the Carried Interest Committee in its sole discretion and shall initially be 15 %.

“Inactive Partner” shall have the meaning set forth in Section 7.1.

“Inactive Partner Holdback” shall have the meaning set forth in Section 6.5(a).

[REDACTED]

“Limited Partners” shall mean the Persons admitted as limited partners of the Partnership (including Limited Partners who become Inactive Partners), and shall include their successors and permitted assigns to the extent admitted to the Partnership as limited partners in accordance with the terms hereof, in their capacities as limited partners of the

Partnership associated with a Class, and shall exclude any Person that ceases to be a Limited Partner in accordance with the terms hereof.

“LP Sharing Percentage” shall mean, with respect to the Mandates of a particular Class and a particular Limited Partner, the percentage of the carried interest due to the Carry Vehicles with respect to such Mandates associated with such Class that is allocated to such Limited Partner (which may vary with respect to particular Mandates within a Class). For the avoidance of doubt, except as otherwise determined by the MDCC in its sole discretion, the sum of the LP Sharing Percentages for all Limited Partners in a particular Class may not exceed the Executive Carry Percentage for such Class.

“MDCC” shall mean the Management Development & Compensation Committee of the Board.

“Mandate” shall mean any separate account, fund or group of related Funds, or designated class or series of a Fund relating to a particular waterfall period or tranche, as may be described in the series schedule of the Carry Vehicle associated with such Fund, in each case, that is managed or advised by BlackRock or any of its Affiliates or any of their successors that the General Partner determines is a Mandate, that was established prior to the date hereof, is in the process of being established as of, or is established after, the date hereof.

“Net Carry Amount” shall mean, with respect to any Partner of a Class as of any time the excess, if any, of (a) the sum of (i) the aggregate amount distributed to such Partner pursuant to Section 6.1(b)(ii) and 6.1(b)(iii) with respect to that Class, (ii) the aggregate amount distributed to such Partner pursuant to Section 6.5 (to the extent such distributions are attributable to amounts held back from distributions that would have been made pursuant to Section 6.1(b)(ii) and 6.1(b)(iii)) with respect to that Class and (iii) the balance (if any) in such Partner’s Class Reserve Account for that Class (to the extent such balance is attributable to amounts held back from distributions that would have been made pursuant to Section 6.1(b)(ii) and 6.1(b)(iii) with respect to that Class) over (b) the sum of (i) the aggregate amounts contributed to the Partnership pursuant to Section 6.6 with respect to that Class and (ii) such Partner’s U.S. federal, state and local income tax liabilities (as determined by the General Partner using the Tax Assumptions) arising from the amount distributable to such Partner pursuant to Section 6.1(b)(ii) and 6.1(b)(iii) with respect to that Class; provided that in the event the aggregate amount required to be contributed to the Partnership by the Partners pursuant to Section 6.6 with respect to that Class exceeds the sum of the Net Carry Amounts of the Partners with respect to that Class (e.g., because the general partner “clawback” provisions of the Fund Agreement for one or more Funds provides for a smaller reduction in respect of taxes than that provided by the Tax Assumptions), the General Partner shall make appropriate adjustments to the calculation of the Net Carry Amount.

“Partners” shall mean the General Partner and the Limited Partners (including, for the avoidance of doubt, the Inactive Partners).

“Partnership” shall have the meaning set forth in the preamble hereto.

“Partnership Expenses” shall mean the reasonable costs and expenses that in the judgment of the General Partner are incurred by or arise out of the organization and normal operation of the Partnership, including legal and accounting expenses, and internal costs incurred by BlackRock that the General Partner determines to be allocable to the Partnership or any Class, including without limitation external costs incurred by BlackRock in connection with Limited Partner tax planning; provided, that any expenses incurred by a Limited Partner (including legal expenses) in connection with becoming a Limited Partner, any expenses incurred by a Limited Partner in connection with such Limited Partner’s ownership of its limited partnership interest in the Partnership and expenses incurred shall be deemed not to be a Partnership Expense.

[REDACTED]

“Person” shall mean any individual or entity, including a corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust, unincorporated association, government or governmental agency or authority.

“Portfolio Investments” shall mean, with respect to a Fund, any investment made by such Fund. For the avoidance of doubt, each investment made by each Fund shall constitute a separate Portfolio Investment.

“Retirement” shall have such meaning as is ascribed to such term in the broadly offered BlackRock equity award program (including applicable notice periods) as is approved and amended from time to time by the MDCC.

[REDACTED]

“Securities” shall mean shares of capital stock, partnership interests, limited liability company interests, warrants, options, bonds, notes, debentures and other equity and debt securities of whatever kind of any Person, whether readily marketable or not.

[REDACTED]

“Tax Assumptions” shall mean, with respect to any Partner, (a) the assumption that the tax rates applicable to such Partner are the maximum combined U.S. federal, New York State, New York City and non-U.S. income tax rates potentially applicable to such Partner (based on the relevant type of income allocated to such Partner) applicable to an individual resident in New York City and (b) such other assumptions as shall be reasonably made by the General Partner in good faith.

[REDACTED]

“Temporary Investment” shall mean investments in (a) cash or cash equivalents, (b) marketable direct obligations issued or unconditionally guaranteed by the United States, or issued by any agency thereof, maturing within one year from the date of acquisition thereof, (c) money market instruments, commercial paper or other short-term debt obligations having at the date of purchase by a Fund the highest or second highest rating obtainable from either Standard & Poor’s Ratings Services or Moody’s Investors Services,

Inc., or their respective successors, (d) interest bearing accounts at a registered broker-dealer, (e) money market mutual funds, (f) certificates of deposit maturing within one year from the date of acquisition thereof issued by commercial banks incorporated under the laws of the United States or any state thereof or the District of Columbia, each having at the date of acquisition by the Partnership combined capital and surplus of not less than $100 million, (g) overnight repurchase agreements with primary Federal Reserve Bank dealers collateralized by direct U.S. Government obligations or (h) pooled investment funds or accounts that invest only in Securities or instruments of the type described in (a) through (d). If there exists any uncertainty as to whether any investment by the Partnership constitutes a Temporary Investment, the General Partner shall make such determination utilizing its good faith judgment.

[REDACTED]

“Termination for Cause” shall mean the involuntary termination of a Limited Partner’s employment with BlackRock, the Funds Manager, and any of their respective Affiliates for Cause.

[REDACTED]

“Trigger Event” shall mean, (a) with respect to a Limited Partner who is an employee, the date on which such Limited Partner ceases to be employed by BlackRock (including, for this purpose, the General Partner), (b) with respect to a Limited Partner who is a senior advisor or consultant, the date on which such Limited Partner ceases to provide consulting services to BlackRock (including, for this purpose, the General Partner), and (c) with respect to a Limited Partner who is Director, the date on which such Limited Partner ceases to serve on the Board, in each case, for any reason whatsoever (including by reason of death, Disability, or adjudicated incompetency). Unless otherwise agreed in writing by the applicable Limited Partner, the General Partner and the MDCC, (i) if a Limited Partner provides services to BlackRock (including, for this purpose, the General Partner) in multiple capacities (e.g., as both an employee and a Director), such Limited Partner will be deemed to have experienced a Trigger Event only upon a termination of such Limited Partner’s service in all capacities, and (ii) if a Limited Partner commences service with BlackRock (including, for this purpose, the General Partner) in one capacity following a termination in another capacity (e.g., if a Limited Partner who is an employee or a Director ceases to provide services in such capacity and becomes a consultant), such Limited Partner will be deemed to have experienced a Trigger Event only following such Limited Partner’s termination of service in such Limited Partner’s new capacity.

[REDACTED]

“Vested Portion” shall have the meaning set forth in Section 7.2(b).

“Vesting Start Date” shall have the meaning set forth in Section 7.2(b)(i).

[REDACTED]