Common use of Class B Units Clause in Contracts

Class B Units. Class B Unitholders shall not be entitled to vote in any matters relating to the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations of Class B Unitholders hereunder, Class B Units shall entitle the holder of such Class B Units to (i) Tax Distributions pursuant to Section 4.01(b), and (ii) a preferred return equal to the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions set forth in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for the Class B Option Consideration. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount shall be due and payable with respect to such Class B Units pursuant this Section 3.02(b) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurred.

Class B Units. Each Class B Unitholders shall not Unit will be entitled to vote held in any matters relating to the Company, accordance with this Agreement unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations of until a Class B Unitholders hereunder, Class B Units shall entitle the holder of Vesting Event occurs with respect to such Class B Units to Unit or such Class B Unit is forfeited in accordance with Section 7.01(d)(ii). (i) Tax Distributions pursuant to Section 4.01(b), From and (ii) a preferred return equal to after the Effective Date until the occurrence of the applicable Class B Preferred Return Amount. The Vesting Event, each Class B Preferred Return Amount B-1 Unit, Class B-2 Unit and Class B-3 Unit shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Companyunvested. Upon the occurrence of an event referenced in clause (yi) abovea Class B-1 Vesting Event, each with respect to the Class B Unitholder shall also be paid B-1 Units, (ii) a Class B-2 Vesting Event, with respect to the Class B-2 Units or (iii) a Class B-3 Vesting Event, with respect to the Class B-3 Units, such Class B Unitholder’s Units shall immediately and automatically without any further action on the part of the holder thereof or any other Person (including the Company and the Managing Member) vest and be converted into an equal number of Class A Units, with all rights and privileges of a Class A Unit under this Agreement from and after the Class B Preferred Return Base AmountConversion Date (together with the right to receive a Distribution Catch-Up Payment in accordance with Section 4.01(d), subject to the Catch-Up Reallocation, if any). On the Class B Conversion Date with respect to any Class B Unit held by a Continuing Member (and for the avoidance of doubt not Pubco or any of its Subsidiaries, including Pubco Sub and the Blockers), Pubco shall issue to such Continuing Member, for each applicable Class B Unit which has converted to a Class A Unit under this Agreement, one share of Class V Common Stock. For the avoidance of doubt, in addition the event of a subdivision or combination referred to in Section 7.01(k)(i) or Section 7.01(k)(ii), the number of shares of Class V Common Stock to which a Member shall be entitled upon vesting of its Class B Units shall equal the number of Class A Units held by the Member as a result of the conversion of the Class B Units held by such Member as a result of such subdivision or combination. The Managing Member hereby agrees to reserve for issuance at all times an adequate number of shares of Class V Common Stock to permit the issuance of all Class V Common Stock assuming all of the outstanding, accrued and unpaid Continuing Members’ Class B Preferred Return Amount. On Units vest under this Agreement. (ii) To the extent that, on or before the seventh (7th) anniversary of the Effective TimeDate, each a Class B Unitholder mayVesting Event has not occurred with respect to a Class B Unit (and as a result a Class B Unit has not vested and converted into a Class A Unit under this Agreement), at its option then immediately and without any further action under this Agreement, on the date that is the seventh (7th) anniversary of the Effective Date, any such Class B Units shall automatically be forfeited and surrendered to the Company and be canceled and extinguished for no consideration. (iii) To the extent that, prior to the seventh (7th) anniversary of the Effective Date, any Unvested Class B Consideration is forfeited in accordance with the notice and other procedural provisions set forth in Section 11.01(a) (terms of an applicable Pre-Closing Award Agreement, the “7 Year Put Option”), sell all (but not less than all) of its corresponding Class B Units to the Company for an amount equal to such held by Pubco (in respect of Unvested Class B Unitholder’s Consideration in the form of shares of Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder Common Stock) shall immediately be forfeited for no consideration therefor. (iv) The parties hereto intend that, for U.S. federal income tax purposes, (a) the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for and Class Z Units received by the Class B Option Consideration. Notwithstanding anything herein to Continuing Members in connection with the contrary, transaction contemplated in the Business Combination Agreement not be treated as being received in connection with the performance of services and (b) no Class B Preferred Return Amount shall such Member be due and payable with respect to treated as having taxable income or gain as a result of such Class B Units pursuant this Section 3.02(b) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange receipt of such Class B Units described in Article XI hereof has occurredor as a result of holding any such Class B Units at the time of any Class B Vesting Event or Class Z Vesting Event and the Company shall prepare and file all tax returns consistent therewith unless otherwise required by a “determination” within the meaning of Section 1313 of the Code.

Class B Units. (a) Pursuant to Section 4.1, the General Partner hereby designates and creates a special class of LP Units designated "Class B Unitholders Units" and fixes the designations, preferences and relative, participating, optional or other special rights, powers and duties of the holders of the Class B Units as follows: (b) Each Class B Unit shall not be entitled convertible from time to vote time, in any matters relating to whole or in part, into one Unit from and after such date as the Company, unless otherwise reserved to the Members Partnership has been advised by the ActNew York Stock Exchange that the Units issuable upon any such conversion are eligible for listing on the New York Stock Exchange. In addition to The General Partner will promptly notify the other rights and obligations holders of Class B Units upon receipt of such advice. Upon written notice to the General Partner from the holders of at least a majority of the Outstanding Class B Units (a "Notice of Intent to Convert") given not earlier that one year after the date of this Agreement, the General Partner will use its reasonable best efforts to cause the Partnership to meet any unfulfilled requirements of the New York Stock Exchange for such listing, including obtaining such approval of the Unitholders hereunderas may be required by the New York Stock Exchange for the issuance of the additional Units to be listed thereon. If, 120 days after the date of the Notice of Intent to Convert, the Units issuable upon such conversion have not been approved for listing on the New York Stock Exchange, then the Partnership shall give written notice thereof to the holders of the Outstanding Class B Units, whereupon each holder of Outstanding Class B Units may, at such holder's election at any time thereafter, notify the General Partner in writing (a "Mandatory Redemption Notice") of such holder's election to cause the Partnership to redeem such holder's Outstanding Class B Units for cash. All such Outstanding Class B Units shall entitle be redeemed as of the 60th day following the date of such Mandatory Redemption Notice unless, prior to such 60th day, the General Partner gives written notice to the holders of all Outstanding Class B Units that it has been advised by the New York Stock Exchange that the Units issuable upon a conversion of Class B Units have been approved for listing on the New York Stock Exchange, in which case the Mandatory Redemption Notice shall be deemed to have been withdrawn. (c) Before any holder of Class B Units shall be entitled to receive any redemption payment or to convert such holder's Class B Units into Units, as the case may be, he shall surrender the LP Unit Certificates therefor, duly endorsed, at the office of the General Partner or of any transfer agent for the Class B Units. In the case of any such conversion, the Partnership shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Class B Units LP one or more Unit Certificates, registered in the name of such holder, for the number of Units to which he shall be entitled as aforesaid. Such conversion shall be deemed to have been made as of the date of such surrender of the Class B Units to be converted, and the person entitled to receive the Units issuable upon such conversion shall be treated for all purposes as the record holder of such Units on said date. (id) Tax Distributions Upon any request by Duke or any of its Affiliates to register all or any part of the Class B Units pursuant to Section 4.01(b), and (ii) a preferred return equal to the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of6.14, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions set forth in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for which registration is so requested may be redeemed by the Class B Option ConsiderationPartnership at its election. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount The Partnership shall be due and payable with respect to such Class B Units pursuant this Section 3.02(b) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurred.exercise its option under this

Class B Units. Class B Unitholders shall not be entitled to vote in any matters relating to the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations of Class B Unitholders hereunder, Class B Units shall entitle the holder of such Class B Units to (i) Tax Distributions pursuant to Section 4.01(b), and (ii) a preferred return equal to the Class B Preferred Return Amount. The Class B LEGAL\41134311\10 Preferred Return Amount shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions set forth in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for the Class B Option Consideration. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount shall be due and payable with respect to such Class B Units pursuant this Section 3.02(b) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurred.

Class B Units. (a) Pursuant to Section 4.4, the General Partner hereby designates and creates a special class of Units designated "Class B Unitholders Units" and fixes the designations, preferences and relative, participating, optional or other special rights, powers and duties of the holders of the Class B Units as follows: (b) Each Class B Unit shall not be entitled convertible from time to vote time, in any matters relating to whole or in part, into one Common Unit from and after such date as the Company, unless otherwise reserved to the Members Partnership has been advised by the ActNew York Stock Exchange that the Common Units issuable upon any such conversion are eligible for listing on the New York Stock Exchange. In addition to The General Partner will promptly notify the other rights and obligations holders of Class B Unitholders hereunderUnits upon receipt of such advice. Upon written notice to the General Partner from the holders of at least a majority of the Outstanding Class B Units (a "Notice of Intent to Convert") given not earlier than one year after the issuance of the Class B Units, the General Partner will use its reasonable best efforts to cause the Partnership to meet any unfulfilled requirements of the New York Stock Exchange for such listing, including obtaining such approval of the holders of Common Units as may be required by the New York Stock Exchange for the issuance of additional Common Units to be listed thereon. If, 120 days after the date of the Notice of Intent to Convert, the Common Units issuable upon such conversion have not been approved for listing on the New York Stock Exchange, then the Partnership shall give written notice thereof to the holders of the Outstanding Class B Units, whereupon each holder of Outstanding Class B Units may, at such holder's election at any time thereafter, notify the General Partner in writing (a "Mandatory Redemption Notice") of such holder's election to cause the Partnership to redeem such holder's Outstanding Class B Units for cash. All such Outstanding Class B Units shall entitle be redeemed as of the 60th day following the date of such Mandatory Redemption Notice unless, prior to such 60th day, the General Partner gives written notice to the holders of all Outstanding Class B Units that it has been advised by the New York Stock Exchange that the Common Units issuable upon a conversion of Class B Units have been approved for listing on the New York Stock Exchange, in which case the Mandatory Redemption Notice shall be deemed to have been withdrawn. (c) Before any holder of Class B Units shall be entitled to receive any redemption payment or to convert such holder's Class B Units into Common Units, as the case may be, it shall surrender the Class B Unit Certificates therefor, duly endorsed, at the office of the General Partner or of any transfer agent for the Class B Units. In the case of any such conversion, the Partnership shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Class B Units one or more Certificates, registered in the name of such holder, for the number of Common Units to which he shall be entitled as aforesaid. Such conversion shall be deemed to have been made as of the date of such surrender of the Class B Units to be converted, and the person entitled to receive the Common Units issuable upon such conversion shall be treated for all purposes as the record holder of such Common Units on said date. (d) Upon the request of KMI or any of its Affiliates to register all or any part of the Class B Units pursuant to Section 6.13, the Class B Units for which registration is so requested may be redeemed by the Partnership at its election. The Partnership shall exercise its option under this Section 4.12(d) by mailing written notice thereof to the holders of Class B Units for which registration is so requested. Such notice shall be given not later than 15 days after the receipt by the General Partner of such registration request and shall fix a date for redemption of such Class B Units not less than 30 nor more than 60 days after the date of such notice. (e) Any redemption under Section 4.12(b) or Section 4.12(d) shall be for a cash redemption price equal to the Current Market Price per Common Unit as of the date fixed for redemption multiplied by 0.955. (if) Tax Distributions From and after a redemption date (unless default shall be made by the Partnership in providing money for the payment of the redemption price), the Class B Units redeemed shall no longer be deemed to be Outstanding, and all rights of the holders thereof as Partners in the Partnership (except the right to receive from the Partnership the redemption price) shall cease. Class B Units redeemed pursuant to Section 4.01(b), and (ii4.12(b) a preferred return equal or Section 4.12(d) shall be restored to the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required status of authorized but unissued Units, without designation as to be paid annually but shall accrue and become payable at the earlier of class. (xg) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced Except as otherwise provided in clause (y) abovethis Agreement, each Class B Unitholder Unit shall also be paid such identical to a Common Unit, and the holder of a Class B Unitholder’s Class B Preferred Return Base AmountUnit shall have the rights of a holder of a Common Unit with respect to, in addition to all without limitation, Partnership distributions, voting and allocations of income, gain, loss or deductions; but the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions set forth in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all) of its Certificates evidencing Class B Units to shall be separately identified and shall not bear the Company same CUSIP number as the Certificates evidencing Common Units. Except as otherwise provided herein, all Units shall vote or consent together as a single class on all matters submitted for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise a vote or consent of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Outstanding Units. Class B Units for the Class B Option Consideration. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount shall be due and payable with respect to represented by Certificates in such Class B Units pursuant this Section 3.02(b) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurredform as the General Partner may approve.

Class B Units. The Company may from time to time, with the approval of the Managing Member, issue Class B Unitholders Units in one or more classes or series with such designations, preferences and rights as shall not be entitled to vote in any matters relating fixed by the Managing Member up to the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations total number of Class B Unitholders hereunderUnits authorized under Section 3.2 to service providers of the Company Group and admit such Persons as Additional Members, in each case, pursuant to the terms of the applicable Incentive Unit Award Agreements. For the avoidance of doubt, any such issuance of additional Class B Units shall entitle decrease the holder distributions otherwise payable with respect to both Class A Units and Class B Units pursuant to ARTICLE IV (to the extent distributions are payable with respect to such additional Class B Units under ARTICLE IV). All Class B Units issued to a Member hereunder shall be subject to the terms and conditions of the Incentive Unit Award Agreement executed by such Member. The Class B Units may be vested (the “Vested Class B Units”) or unvested (the “Unvested Class B Units”). Unvested Class B Units shall vest or remain unvested in the manner and subject to the conditions set forth in the applicable Incentive Unit Award Agreement under which such Class B Units are granted; provided, however, that the Managing Member may, in its sole discretion, accelerate the vesting of any Unvested Class B Unit and modify the number of Unvested Class B Units subject to any call right of the Company pursuant to the applicable Incentive Unit Award Agreement. Vested Class B Units and Unvested Class B Units may also constitute Distribution Eligible Class B Units. Each Class B Unit is intended to be a Profits Interest and accordingly the initial Capital Account associated with each Class B Unit shall be equal to $0.00. The Company and the holders of such Class B Units to (i) shall file all U.S. federal income Tax Distributions pursuant to Section 4.01(b)Returns consistent with such characterization, and (ii) a preferred return equal to the Class B Preferred Return Amountunless otherwise required by applicable Law. The Class B Preferred Return Amount Units shall not be required to be paid annually but shall accrue and become payable at the earlier have no voting, consent or approval rights of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions set forth any nature except as provided in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for the Class B Option Consideration. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount shall be due and payable with respect to such Class B Units pursuant this Section 3.02(b) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurred3.13.

Class B Units. There is hereby established out of the authorized but unissued Units of the Partnership, a class of Units to be designated "Class B Unitholders shall not be entitled to vote in any matters relating to the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations of Units" ("Class B Unitholders hereunderUnits") to have the preferences, Class B Units limitations, and relative rights as set forth herein: (i) In the initial offering of Units, the General Partners shall entitle the holder of such issue Class B Units to TEMI, MCN and Tartan Management in the amounts and for the consideration specified on Exhibit B. (iii) Tax Distributions Unless there has been a conversion pursuant to Section 4.01(b4.1(d)(iii), and (ii) a preferred return equal to the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base AmountUnits, in addition the aggregate, shall be entitled to all receive as an allocation from the Partnership 98.0% of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and any allocation made in accordance with Article V hereof ("Class B Allocation"). Each owner of a Class B Unit shall receive such proportion of the notice and other procedural provisions set forth Class B Allocation so as to reflect such owner's Partnership Percentage. (iii) Notwithstanding anything to the contrary in Section 11.01(a) (this Agreement, TEMI shall have the “7 Year Put Option”), sell all (but not less than all) of its independent right to convert enough Class B Units to the Company for an amount owned by it into Class A Units representing a General Partner Partnership Interest equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding 1%, and accrued Class B Preferred Return Amount of such Class B Unitholder (MCN, Tartan Management and TEMI shall have the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase right to simultaneously convert all of such holder’s Class B Units for owned by them into Class A Units, and in each case to establish a management committee composed of one representative of each of them to manage the Class B Option Consideration. Notwithstanding anything herein business and operations of the Partnership, or otherwise reform the ownership of the Project, if the Limited Partners unanimously determine that their status as holding companies pursuant to the contraryPublic Utility Holding Company Act of 1935, no Class B Preferred Return Amount as amended, would not be affected by such change. In the event of a conversion pursuant to this subsection (iii), the Partnership Percentages and Partnership allocations specified elsewhere in this Partnership Agreement shall be due appropriately modified to provide each Partner with the same aggregate Partnership Percentage and payable with respect profit allocation to which it was entitled prior to such Class B Units pursuant conversion. In addition, in the event of any such conversion, the parties will make such other mutually agreeable modifications to this Section 3.02(b) at Agreement to reflect such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurredconversion.

Class B Units. (a) Pursuant to Section 4.1, the General Partner hereby designates and creates a special class of LP Units designated "Class B Unitholders Units" and fixes the designations, preferences and relative, participating, optional or other special rights, powers and duties of the holders of the Class B Units as follows: (b) Each Class B Unit shall not be entitled convertible from time to vote time, in any matters relating to whole or in part, into one Unit from and after such date as the Company, unless otherwise reserved to the Members Partnership has been advised by the ActNew York Stock Exchange that the Units issuable upon any such conversion are eligible for listing on the New York Stock Exchange. In addition to The General Partner will promptly notify the other rights and obligations holders of Class B Unitholders hereunder, Units upon receipt of such advice. Upon written notice to the General Partner from the holders of at least a majority of the Outstanding Class B Units (a "Notice of Intent to Convert") given not earlier that one year after the date of this Agreement, the General Partner will use its reasonable best efforts to cause the Partnership to meet any unfulfilled requirements of the New York Stock Exchange for such listing, including obtaining such approval of the Unitholders as may be required by the New York Stock Exchange for the issuance of the additional Units to be listed thereon. If, 120 days after the date of the Notice of Intent to Convert, the Units issuable upon such conversion have not been approved for listing on the New York Stock Exchange, then the Partnership shall entitle give written notice thereof to the holders of the Outstanding Class B Units, whereupon each holder of such Outstanding Class B Units to (i) Tax Distributions pursuant to Section 4.01(b), and (ii) a preferred return equal to the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and such holder's election at any time thereafter, notify the General Partner in accordance with the notice and other procedural provisions set forth in Section 11.01(a) writing (the “7 Year Put Option”), sell all (but not less than alla "Mandatory Redemption Notice") of its such holder's election to cause the Partnership to redeem such holder's Outstanding Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for the Class B Option Consideration. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount shall be due and payable with respect to such Class B Units pursuant this Section 3.02(b) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurred.for

Class B Units. The Class B Unitholders Units issued to the Members shall have the following rights and privileges. (a) The Holders of Class B Units shall be entitled to participate on an equal pari passu pro-rata basis, with the Holders of Class A Units with respect to all Distributions, dividends, liquidation rights, and proceeds derived from any Fundamental Transaction, based upon the amount by which the number of Class B Units owned of record by each Holder thereof bears to all then outstanding Class A Units and Class B Units of Membership Interests. (b) In the event of the liquidation, dissolution or winding up of the Company, Holders of both Class A Units and Class B Units will be entitled to receive on an equal pari passu pro-rata basis (based upon the amount by which the number of Class B Units owned of record by each Holder thereof bears to all then outstanding Class A Units and Class B Units of Membership Interests) all of the Company’s assets remaining after (i) payment and satisfaction of all liabilities and obligations and (ii) the liquidation preferences, if any, granted to holders of any debt securities or Class C Units. (c) Each Class B Unit shall be entitled to one vote per Unit, and the Holders of Class B Units shall be entitled to vote, together with Holders of Class A Units, at all meetings of the Members called to vote on all matters that require the vote or consent of Members, other than the election of the members of Board, which rights are currently reserved solely to certain Holders of the Class B Units in accordance with Section 3.6 below. (d) The Holders of Class B Units shall not be entitled to vote in receive any matters relating R&D Tax Credits available to the CompanyCompany by reason of the Company Business activities, unless otherwise all of which R&D Tax Credits shall be reserved and distributed solely to the Members by Holders of the Act. In addition to the other rights and obligations Class A Units. (e) The Holders of Class B Unitholders hereunder, Class B Units shall entitle the holder not be entitled to exercise any Exchange Rights, all of such Class B Units to (i) Tax Distributions pursuant to Section 4.01(b), and (ii) a preferred return equal which are reserved solely to the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary Holders of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions set forth in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for the Class B Option Consideration. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount shall be due and payable with respect to such Class B Units pursuant this Section 3.02(b) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurredA Units.

Class B Units. (a) The Company shall issue to Incentive Member the Class B Unitholders Units entitling Incentive Member to distributions of profits of the Company after Payout No. 1, and such Class B Units, with respect to the issuance to Incentive Member, shall not be entitled subject to vote vesting. Incentive Member shall have the ability to issue an interest in any matters relating Incentive Member attributable to the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations of Class B Unitholders hereunder, Class B Units shall entitle the holder a portion of such Class B Units to certain key employees of the Company (or its subsidiaries); provided, however, that (i) Tax Distributions pursuant if Incentive Member desires to Section 4.01(b)issue an interest in Incentive Member attributable to a portion of such Class B Units to such an employee, Incentive Member shall obtain the approval of the Board of Managers prior to making such issuance, and (ii) if the Company directs Incentive Member to issue an interest in Incentive Member attributable to a preferred return equal portion of such Class B Units to such an employee, Incentive Member shall execute all documents necessary to issue such interest as directed by the Company. (b) In connection with an issuance of an interest to Incentive Member attributable to a portion of Incentive Member’s Class B Units to an employee, Incentive Member and such employee shall execute a Unit Grant Agreement (the “Grant Agreement”) on terms and conditions (including vesting and the right of Incentive Member to repurchase vested Class B Units from the subject employee) as the Board of Managers shall approve. (c) Class B Units shall be considered non-voting securities and shall not entitle the holders thereof to have any voting rights with respect to any Company matter. Members holding Class B Units shall be subject in all respects to this Agreement, including provisions relating to the Disposition of such Class B Preferred Return AmountUnits, information rights with respect to the Company, and competition and confidentiality. (d) The Class B Units are issued in consideration of services rendered and to be rendered by the holders for the benefit of the Company and its subsidiaries. The Class B Preferred Return Amount shall not be required Units are intended to be paid annually but shall accrue constitute “profits interests” as that term is used in Revenue Procedures 93-27 and become payable at 2001-43 or, to the earlier of (x) extent Revenue Procedures 93-27 and 2001-43 are superseded by the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event proposed regulations referenced in clause (y) aboveIRS Notice 2005-43, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions set forth in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units then to the Company for an amount equal extent such regulations are applicable, if at all, to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Units. Each Member who holds Class B Units agrees, whether directly or indirectly through its equity owners, to provide to the Company and its subsidiaries such advice, consultation, and other services as the Company or such subsidiary may reasonably request. (e) Following the promulgation, if any, of final regulations and associated guidance by the Treasury Department and IRS regarding the tax consequences associated with the issuance or transfer of partnership interests in exchange for the performance of services, the Members and the holders of Class B Option Consideration. Notwithstanding anything herein Units agree that the Company is authorized and directed to amend this Agreement, if necessary and/or elect (on behalf of the contraryCompany, no and each of its Members and the holders of Class B Preferred Return Amount Units) to have the liquidation value safe harbor contemplated by Proposed Treasury Regulations § 1.83-3(l) and by the revenue procedure contemplated by IRS Notice 2005-43 (or the corresponding provisions of any such final Treasury Regulations or associated guidance) 12111833.11 apply irrevocably with respect to all Class B Units transferred in connection with the performance of services. The Company and each Member (including any Member obtaining a Membership Interest in exchange for the performance of services and any person to whom a Membership Interest in the Company is transferred) shall be due and payable comply with all requirements associated with any such changes to this Agreement or such election while the election remains effective. (f) Notwithstanding the foregoing, nothing in this Agreement shall prohibit the direct or indirect holder of a Class B Unit from filing an election under Code § 83(b) with respect to such Class B Units pursuant this Section 3.02(b) at Units, and the Company agrees not to take any actions that are inconsistent with any such time or times specified in this Section 3.02(b) unless such election. Each holder of a Class B Units remain issued Unit acknowledges and outstanding at agrees that such time holder should consult with such holder’s tax advisor to determine the tax consequences of filing or times and no Redemption or Direct Exchange not filing an election under Code § 83(b). Each such holder acknowledges that it is the sole responsibility of such Class B Units described in Article XI hereof has occurredholder, and not the Company, to file a timely election under Code § 83(b) even if such holder requests the Company or its representatives to make such filing on behalf of such holder.

Class B Units. Class B Unitholders shall not be entitled to vote in any matters relating to the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations of Class B Unitholders hereunder, (i) No additional Class B Units shall entitle the holder of such be issued except as otherwise provided in this Agreement. Class B Units to (i) Tax Distributions pursuant to Section 4.01(b), and (ii) a preferred return equal were issued to the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions Members set forth in Section 11.01(aon Schedule 3.02(c) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option ConsiderationUnit Schedule”) and), upon as equity compensation for services provided to, or to be provided to, or for the exercise of the 7 Year Put Option by any Class B Unitholderbenefit of, the Company shall purchase all of or any Subsidiary by employees, consultants, independent contractors or advisors, and such holder’s Class B Units are intended to constitute “profits interests,” as such term is used by Rev. Proc. 93-27 and Rev. Proc. 2001-43. Class B Units shall be non-voting. Class B Units are intended to constitute “partnership interests transferred in connection with the performance of services” within the meaning of the “safe‌ harbor” proposal expressed in Notice 2005-43 or Proposed Regulation Section 1.83-3(l) (herein referred to as the “Proposed Safe Harbor”) to the extent the Internal Revenue Service hereafter finalizes or permits taxpayers to rely on the Proposed Safe Harbor. Class B Units were issued with an initial Capital Account equal to zero and have rights to and limitations on distributions such that, upon issuance, such Class B Units (within the reasonable judgment of the Manager) constitute “profits interests” for United States federal income tax purposes, including by establishing a threshold amount of certain distributions pursuant to this Agreement that must be made with respect to all classes of Units outstanding immediately prior to the issuance of Class B Units before the holders thereof may receive any distributions pursuant to Section 14.02. The threshold for each such issuance is referred to as the “Threshold Amount” with respect to such issuance, which generally corresponded to the Fair Market Value of the assets of the Company less the liabilities of the Company as of the issue date, as set forth for each holder on the Class B Option ConsiderationUnit Schedule. Notwithstanding anything The Manager had the authority to designate a series number for each subset of Class B Units consisting of Class B Units having the same Threshold Amount (each such subset herein referred to as a “Series”), which Threshold Amount may differ from the Threshold Amount of other Class B Units not included in each such series. The Class B Unit Schedule sets forth the date of issuance and the Threshold Amount for all issued and outstanding Class B Units as of the Effective Date. Issuances of Class B Units were intended to be nontaxable to their recipients to the contraryfullest extent permitted by Law. Members holding Class B Units were advised that Class B Units may be subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code and such Members are entitled, no later than 30 days following the grant of Class B Preferred Return Amount Units, to make an election under Section 83(b) of the Code with respect to the Class B Units so granted, it being understood that the right to and responsibility for making such election shall be due the Member’s and payable the Company shall have no liability to the Member on account of such Member making, or not making, such election. The Company and all Members shall (i) treat such Class B Units as outstanding for tax purposes, (ii) treat such holder of Class B Units as a Member of the Company for U.S. federal income tax purposes with respect to such Class B Units pursuant this Section 3.02(bUnits, and (iii) at such time or times specified file all U.S. federal tax returns and reports consistently with the foregoing. Notwithstanding anything contained in this Section 3.02(b) unless such 3.02(c), none of the Company, the Manager nor any Member makes any representation as to the tax consequences of the issuance of Class B Units remain issued and pursuant to this Section 3.02(b)(i). The Manager shall have the power to amend the provisions of this Section 3.02(b)(i) and, with the consent of the Members holding a majority of the outstanding at such time Common A Units, to adjust the Threshold Amount upward by the amount of any Capital Contributions made to the Company, in each case solely to achieve the “profits interest” treatment intended by this Agreement. For the avoidance of doubt, none of the Company, the Manager nor any Member of the Company is providing any covenant or times and no Redemption or Direct Exchange guarantee that the characterization of such a Class B Units as a “profits interest” as described in Article XI hereof has occurredthis Section 3.02(b)(i) shall be accepted by any Governmental Entity or a court of Law. The Members acknowledge and agree that any Profits Interests that were granted under the Prior Operating Agreement (or any other prior operating agreement of the Company) are and shall be treated as Class B Units for all intents and purposes under this Agreement.

Class B Units. Class B Unitholders shall not be entitled to vote in any matters relating to The Company may provide for the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights issuance and obligations terms of Class B Unitholders hereunder, Units as and when corresponding Management Holdco Class B Units shall entitle are issued by Management Holdco representing, in the holder aggregate, up to twenty percent (20%), on a fully diluted basis (including after giving effect to the issuance of the total number of Class B Units) (the “Class B Limit”), of the sum of (A) the Class A Units of the Company outstanding as of the Closing and (B) the number of Class A Units issuable as a result of all Additional Capital Contributions being made in accordance with Section 5.1(e)(i) (such sum, the “Committed Equity Amount”) to provide equity incentive compensation to selected Directors, officers, employees and other service providers of the Company and its Affiliates (including its Subsidiaries); provided, that ten percent (10%) of such Class B Units shall remain uncommitted and unallocated following the initial allocation of Class B Unit grants so that they may be granted following the Closing to (i) Tax Distributions pursuant to Section 4.01(b)Directors, officers, employees and (ii) a preferred return other service providers of the Company; provided, further, that the maximum amount of Class B Units that can be Vested Class B Units at any given time shall be equal to the product of (1) the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required to be paid annually but shall accrue Limit and become payable at (2) a fraction, the earlier numerator of which is the sum of (x) the fifth (5th) anniversary number of Class A Units of the Effective Time, or Company outstanding as of the Closing and (y) the number of Class A Units issued as a liquidation ofresult of Additional Capital Contributions that have been made as of such time, or a taxable sale and the denominator of substantially all which is the Committed Equity Amount. It is the intention of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, parties to this Agreement that each Class B Unitholder Unit and each corresponding Management Holdco Class B Unit constitutes a Profits Interest. The Company shall also have the authority to issue such number of Class B Units and corresponding Management Holdco Class B Units (subject to the Class B Limit) as the Company shall from time to time determine with such terms, conditions, rights and obligations, including forfeiture and repurchase, as may be paid determined by the Company as set forth herein, in the Management Holdco Operating Agreement and in the related Applicable Class B Unit Agreements pursuant to which any Management Holdco Class B Unit may be awarded; provided that each such Class B Unitholder’s Unit and corresponding Management Holdco Class B Preferred Return Base Amount, Unit shall vest in addition equal annual installments over a four-year period from the date of grant. Members shall not have any voting rights with respect to all of the outstanding, accrued and unpaid their Class B Preferred Return AmountUnits. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance Subject to compliance with the notice and other procedural provisions set forth in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all13.1(a) of its this Agreement, the Company shall be permitted to take all actions, including amending this Agreement, to the extent necessary or appropriate, to cause the Class B Units to be treated as Profits Interests for all U.S. federal income tax purposes and valued based on liquidation value or similar principles. Each Member shall respect any allocations of income to be made to any such Member even if such Class B Units are subject to risk of forfeiture. The Company and all Members will (A) treat such Class B Units as outstanding for tax purposes, (B) treat any holder of Class B Units as a Member of the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for the Class B Option Consideration. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount shall be due and payable tax purposes with respect to such Class B Units pursuant this Section 3.02(band (C) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued file all tax returns and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurredreports consistently with the foregoing.