What is the difference between issuing PIUs at a liquidation threshold equal to the company’s equity value vs. the liquidation value of one ordinary unit?

Equal to the company’s equity value

When the liquidation threshold is equal to the company’s equity value, PIU holders would participate pro rata in future exit proceeds for the amount by which the exit value of the company exceeded the liquidation threshold.

This example does not consider vesting, and is outlined in the table below:

Unit class	Pro rata %	Threshold on grant date	Hypothetical exit proceeds on grant date	Exit proceeds on future date, assuming an exit value of $12 million
PIUs	50%	$10 million	$0	$1 million
Capital Interests	50%	N/A	$10 million	$11 million

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Equal to the liquidation value of one ordinary unit

When the liquidation threshold is equal to the liquidation value of one ordinary unit, PIU holders would participate pro rata in future exit proceeds for the amount by which the exit value of one ordinary unit exceeded the per unit liquidation threshold.

This example has been simplified, does not consider vesting, and is outlined in the table below:

Unit class	Threshold on grant date, per unit	Hypothetical exit proceeds on grant date, per unit	Exit proceeds on future date, assuming an exit value of $1.20 per unit
PIUs	$1.00	$0	$0.20
Capital Interests	N/A	$1.00	$1.20

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