Section of LLC operating agreement establishing profits units accruing income distributions and equity value (post-date of issuance) Has to be revised to reflect pure "proifts-only" interest, but it's close.

Profit Units

4.3. Issuance of Profits Units. Subject to compliance with Section 4.1, the Company may issue Profits Units to individuals in the sole determination of the Members. Profits Units may be issued for cash, property, services, satisfaction of existing obligations or such other type, form, and amount of consideration as Members holding a Supermajority of the issued and outstanding Units shall determine and shall be subject to vesting, cancellation and forfeiture in accordance with Profits Units award agreements entered into from time to time between the Company, on the one hand, and the Profits Units Holder, on the other hand. Profits Units shall constitute an interest in the future Profits of the Company and shall not entitle the holder thereof to any portion of the value of the Company as of the date the Profits Units are issued.

4.3.1 Vesting. The Members holding a Supermajority of the issued and outstanding Units shall have complete discretion to impose a vesting or forfeiture schedule and other terms and conditions, and to modify such vesting or forfeiture schedule and terms and conditions from time to time. Such terms and conditions shall be set forth in a Profits Units award agreement granted and executed by the Company.

4.3.2 Restrictions on Transfer. Except as provided in Section 7.4 or in the case of another Sale Transaction approved by the Members, Profits Units shall not be transferable. Any attempt to transfer Profits Units in violation of this Agreement will be void ab initio, the Company will not register such attempted Transfer in its records and any purported transferee will not be recognized as the holder of such Units.

4.3.3 Voting. No Profits Units shall be entitled to voting rights on any matters on which Members are entitled to vote. The holders of Profits Units shall not have the voting and economic rights of Members set forth in the other Sections of this Agreement.

4.3.4 Tax Treatment of Profits Units. Profits Units, as of the time of issuance and receipt, are intended to constitute “profits interests” within the meaning of the Regulations and the Code and not an interest in the capital of the Company. All terms and provisions of this Agreement shall be interpreted in a manner consistent with this intention. An individual’s initial Capital Account with respect to Profits Units issued under this Section 4.3 shall be zero and the Company shall not claim any deduction with respect to the issuance or vesting of such Profits Units. No portion of the Profits or Losses attributable to the realization of the value of the Company as of the date that a Profits Unit is issued shall be allocated to that Profits Unit and no portion of any item of income, gain, loss or deduction recognized prior to the issuance of a Profits Unit shall be allocated to that Profits Unit. The intent of the foregoing is to provide that each Profits Unit shall participate to the same extent as other Units in Profits attributable to operations of the Company after the date the Profits Unit is issued, but that a Profits Unit shall participate to the same extent as other Units in gain from the disposition of all or substantially all assets of the Company only to the extent that such gain reflects an increase in the fair market value of the assets of the Company from the date of the issuance of the Profits Unit.

4.3.5 Distributions. The amount of distributions made by the Company to a Profits Units holder shall be limited to the sum of such Profits Units holder’s Percentage Interest in Profits arising from the ordinary operations of the Company and increases in value of the Company after the date such Profits Units were issued.