Common use of Contributions by Limited Partners Clause in Contracts

Contributions by Limited Partners. (a) On the Closing Date, pursuant to and as described in the Contribution Agreement, Xxxxxxxx 66 Company contributed to the Partnership, as a Capital Contribution, all of its limited liability company interests in the Operating Company in exchange for (i) 18,792,112 Common Units, (ii) 35,217,112 Subordinated Units and (iii) the right to receive the Deferred Issuance upon the earlier to occur of (A) the expiration of the Over-Allotment Option and (B) the exercise in full of the Over-Allotment Option. (b) On the Closing Date and pursuant to the IPO Underwriting Agreement, each IPO Underwriter contributed cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement. (c) Upon the exercise of the Over-Allotment Option, each IPO Underwriter contributed cash to the Partnership on the Option Closing Date in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement. (d) No Limited Partner Interests were issued or issuable as of or at the Closing Date other than (i) the Common Units and Subordinated Units issued to Xxxxxxxx 66 Company pursuant to subparagraph (a) of this Section 5.3, (ii) the Common Units issued to the IPO Underwriters as described in subparagraphs (b) and (c) of this Section 5.3 and (iii) the Incentive Distribution Rights issued to the General Partner. (e) No Limited Partner will be required to make any additional Capital Contribution to the Partnership pursuant to this Agreement.

Contributions by Limited Partners. (a) On the Closing Date, pursuant to and as described in the Contribution Agreement, Xxxxxxxx 66 Company contributed Green Plains is contributing to the Partnership, as a Capital Contribution, all of its limited liability company interests in the Operating Company in exchange for (i) 18,792,112 3,629,982 Common Units, (ii) 35,217,112 13,139,822 Subordinated Units and (iii) the right to receive approximately $134.3 million, a portion of which is a reimbursement for certain capital expenditures incurred with respect to the Deferred Issuance upon assets that are part of Operating Company pursuant to Treasury Regulation Section 1.707-4(d); Obion is contributing to the earlier Partnership, as a Capital Contribution, all of its limited liability company interests in Green Plains Ethanol Storage LLC in exchange for 649,705 Common Units and 2,351,806 Subordinated Units; and Trucking is contributing to occur the Partnership, as a Capital Contribution, all of (A) the expiration of the Over-Allotment Option its limited liability company interests in Green Plains Trucking II LLC in exchange for 109,955 Common Units and (B) the exercise in full of the Over-Allotment Option398,014 Subordinated Units. (b) On the Closing Date and pursuant to the IPO Underwriting Agreement, each IPO Underwriter contributed shall contribute cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement. (c) Upon the exercise each exercise, if any, of the Over-Allotment Option, each IPO Underwriter contributed shall contribute cash to the Partnership on the applicable Option Closing Date in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement. Upon any exercise of the Over-Allotment Option, the Partnership will distribute to Green Plains its portion of any net proceeds from the sale of such Common Units in accordance with the Contribution Agreement. Any Common Units subject to the Over-Allotment Option that are not purchased by the IPO Underwriters pursuant to the Over-Allotment Option, if any (the “Deferred Issuance”), shall be issued to Green Plains at the expiration of the Over-Allotment Option period for no additional consideration, all as set forth in the Contribution Agreement. (d) No Limited Partner Interests were will be issued or issuable as of or at the Closing Date other than (i) the Common Units and Subordinated Units issued to Xxxxxxxx 66 Company Green Plains, Obion and Trucking pursuant to subparagraph subparagraphs (a) and (c), as applicable, of this Section 5.3, (ii) the Common Units issued to the IPO Underwriters as described in subparagraphs (b) and (c) ), as applicable, of this Section 5.3 and (iii) the Incentive Distribution Rights issued to the General PartnerPartner pursuant to Section 5.2(a). (e) No Except for the Capital Contributions made or to be made (i) by the General Partner for the Incentive Distribution Rights in accordance with Section 5.2(a), (ii) pursuant to Section 5.3(a) through Section 5.3(c) and (iii) for Capital Contributions required to be made by or on behalf of a Person acquiring Partnership Interests or Derivative Instruments in connection with future issuances in accordance with Section 5.6, no Limited Partner will be required to make any additional Capital Contribution to the Partnership pursuant to this Agreement.

Contributions by Limited Partners. (a) On the Closing Date, pursuant to and as described in the Contribution Agreement, Xxxxxxxx 66 Company (i) PennTex NLA Holdings contributed to the Partnership, as a Capital Contribution, all of its limited liability company interests in the Operating Company PennTex Operating, in exchange for (ix) 18,792,112 4,414,063 Common Units, (iiy) 35,217,112 12,500,000 Subordinated Units and (iiiz) the a right to receive the Deferred Issuance upon the earlier to occur of (A) the expiration approximately $98.6 million in proceeds of the Over-Allotment Option Initial Public Offering, as a reimbursement for certain capital expenditures incurred with respect to the assets that are part of PennTex Operating; (ii) MRD WHR LA contributed to the Partnership, as a Capital Contribution, all of its interests in PennTex Operating, in exchange for (x) 2,648,437 Common Units, (y) 7,500,000 Subordinated Units and (Bz) the exercise a right to receive approximately $55.2 million in full proceeds of the Over-Allotment OptionInitial Public Offering, as a reimbursement for certain capital expenditures incurred with respect to the assets that are part of PennTex Operating; (iii) PennTex Development received 92.5% of the Incentive Distribution Rights; and (iv) MRD WHR LA received 7.5% of the Incentive Distribution Rights. (b) On the Closing Date and pursuant to the IPO Underwriting Agreement, each IPO Underwriter contributed shall contribute cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement. (c) On the Closing Date, PennTex NLA Holdings distributed (i) 4,414,063 Common Units, (ii) 12,500,000 Subordinated Units and (iii) a right to receive approximately $98.6 million in proceeds from the Initial Public Offering to PennTex Development. (d) Upon the exercise exercise, if any, of the Over-Allotment Option, each IPO Underwriter contributed shall contribute cash to the Partnership on the Option Closing Date in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement. The proceeds of such exercise shall be distributed to PennTex Development and MRD WHR LA as set forth in the Contribution Agreement. If any Common Units subject to the Over-Allotment Option are not purchased by the IPO Underwriters as set forth in the IPO Underwriting Agreement, then upon the expiration of the Over-Allotment Option, the Partnership shall issue those remaining Common Units to PennTex Development and MRD WHR LA pursuant to the Contribution Agreement. (de) No Limited Partner Interests were will be issued or issuable as of or at the Closing Date other than (i) the Common Units and Subordinated Units issued to Xxxxxxxx 66 Company pursuant to subparagraph (a) of this Section 5.35.2, (ii) the Common Units issued to the IPO Underwriters as described in subparagraphs subparagraph (b) and (c) of this Section 5.3 5.2, (iii) the Common Units issued to the IPO Underwriters or PennTex Development and MRD WHR LA, as the case may be, as described in subparagraph (d) of this Section 5.2 and (iiiiv) the Incentive Distribution Rights issued to the General PartnerPennTex Development and MRD WHR LA pursuant to subparagraph (a) of this Section 5.2. (ef) No Limited Partner will be required to make any additional Capital Contribution to the Partnership pursuant to this Agreement.

Contributions by Limited Partners. (a) On the Closing Date, pursuant to and as described in the Contribution Agreement, Xxxxxxxx 66 Company (i) World Point Parent contributed to the Partnership, as a Capital Contribution, Contribution all of its limited liability company interests the Contributed Property as set forth in the Operating Company Contribution Agreement (and the schedules thereto) in exchange for (ix) 18,792,112 [—] Common Units, (iiy) 35,217,112 [—] Subordinated Units and (iiiz) the a right to receive $[—] as a partial reimbursement for certain capital expenditures incurred with respect to the Deferred Issuance upon the earlier Contributed Property pursuant to occur of Treasury Regulation Section 1.707-4(d); (Aii) the expiration CPT 2010 contributed all of the Over-Allotment Option Contributed Property as set forth in the Contribution Agreement (and the schedules thereto) in exchange for (x) [—] Common Units, (y) [—] Subordinated Units and (Bz) a right to receive $[—] as a partial reimbursement for certain capital expenditures incurred with respect to the exercise in full of the OverContributed Property pursuant to Treasury Regulation Section 1.707-Allotment Option4(d); and (iii) Apex and Sponsor received Incentive Distribution Rights. (b) On the Closing Date and pursuant to the IPO Underwriting Agreement, each IPO Underwriter contributed cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement. (c) Upon the exercise exercise, if any, of the Over-Allotment Option, (i) each IPO Underwriter contributed shall contribute cash to the Partnership on the Option Closing Date in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement and (ii) the Partnership shall redeem an equivalent number of Common Units from the World Point Parent, all as set forth in the Contribution Agreement. (d) No Limited Partner Interests were will be issued or issuable as of or at the Closing Date other than (i) the Common Units and Subordinated Units issued to Xxxxxxxx 66 Company World Point Parent and CPT 2010 pursuant to subparagraph (a) of this Section 5.35.2, (ii) the Common Units issued to the IPO Underwriters as described in subparagraphs (b) and (c) of this Section 5.3 5.2 and (iii) the Incentive Distribution Rights issued to the General PartnerApex and Sponsor pursuant to subparagraph (a) of this Section 5.2. (e) No Limited Partner will be required to make any additional Capital Contribution to the Partnership pursuant to this Agreement.

Contributions by Limited Partners. (a) On the Closing Date, pursuant to and as described in the Contribution Agreement, Xxxxxxxx 66 Company CONE Gathering contributed to the Partnership, as a Capital Contribution, all of its limited liability company interests the 98% OpCo Interest (as defined in the Operating Company Contribution Agreement) in exchange for (i) 18,792,112 9,038,121 Common Units, (ii) 35,217,112 29,163,121 Subordinated Units and (iii) the right to receive a cash distribution from the Deferred Issuance upon Partnership as set forth in the earlier to occur of (A) the expiration of the Over-Allotment Option and (B) the exercise in full of the Over-Allotment OptionContribution Agreement. (b) On the Closing Date and pursuant to the IPO Underwriting Agreement, each IPO Underwriter contributed cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement. (c) Upon the exercise each exercise, if any, of the Over-Allotment Option, each IPO Underwriter contributed shall contribute cash to the Partnership on the applicable Option Closing Date in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement. Any Common Units subject to the Over- Allotment Option that are not purchased by the IPO Underwriters pursuant to the Over- Allotment Option, if any (the “Deferred Issuance”), will be issued to CONE Gathering at the expiration of the Over-Allotment Option period for no additional consideration, all as set forth in the IPO Underwriting Agreement. (d) No Limited Partner Interests were issued Except for the Capital Contributions made or issuable as of or at the Closing Date other than (i) the Common Units and Subordinated Units issued to Xxxxxxxx 66 Company be made pursuant to subparagraph (aSection 5.3(a) of this through Section 5.3, (ii) the Common Units issued to the IPO Underwriters as described in subparagraphs (b5.3(c) and (c) for Capital Contributions required to be made by or on behalf of this a Person acquiring Partnership Interests or Derivative Partnership Interests in connection with future issuances in accordance with Section 5.3 and (iii) the Incentive Distribution Rights issued to the General Partner. (e) No 5.6, no Limited Partner will be required to make any additional Capital Contribution to the Partnership pursuant to this Agreement.

Contributions by Limited Partners. (a) On the Closing Date, pursuant to and as described in the Contribution Agreement, Xxxxxxxx 66 Company NBL Midstream contributed to the Partnership, as a Capital Contribution, all 100% of its limited liability company the membership interests in the Operating Company Organizational Limited Partner in exchange for (i) 18,792,112 1,527,584 Common Units, (ii) 35,217,112 15,902,584 Subordinated Units Units, (iii) the Incentive Distribution Rights, and (iiiiv) the right to receive a cash distribution from the Deferred Issuance upon Partnership as set forth in the earlier to occur of (A) the expiration of the Over-Allotment Option and (B) the exercise in full of the Over-Allotment OptionContribution Agreement. (b) On the Closing Date and pursuant to the IPO Underwriting Agreement, each IPO Underwriter contributed cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Contribution Agreement. Notwithstanding any other provision of this Agreement, but subject to the last sentence of Section 6.3(a), the Partnership is hereby authorized to distribute to NBL Midstream any net cash proceeds from the sale of Option Units (as defined in the Contribution Agreement) upon the exercise of the Over-Allotment Option in accordance with the Contribution Agreement. (c) Upon the exercise each exercise, if any, of the Over-Allotment Option, each IPO Underwriter contributed shall contribute cash to the Partnership on the applicable Option Closing Date in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement. Any Common Units subject to the Over-Allotment Option that are not purchased by the IPO Underwriters pursuant to the Over-Allotment Option, if any (the “Deferred Issuance”), will be issued to NBL Midstream at the expiration of the Over-Allotment Option period for no additional consideration, all as set forth in the IPO Underwriting Agreement. (d) No Limited Partner Interests were issued Except for the Capital Contributions made or issuable as of or at the Closing Date other than (i) the Common Units and Subordinated Units issued to Xxxxxxxx 66 Company be made pursuant to subparagraph (aSection 5.2(a) of this through Section 5.3, (ii) the Common Units issued to the IPO Underwriters as described in subparagraphs (b5.2(c) and (c) for Capital Contributions required to be made by or on behalf of this a Person acquiring Partnership Interests or Derivative Partnership Interests in connection with future issuances in accordance with Section 5.3 and (iii) the Incentive Distribution Rights issued to the General Partner. (e) No 5.5, no Limited Partner will be required to make any additional Capital Contribution to the Partnership pursuant to this Agreement.

Contributions by Limited Partners. (a) On the Closing Date, pursuant to and as described in the Contribution Agreement, Xxxxxxxx 66 Company (i) World Point Parent contributed to the Partnership, as a Capital Contribution, Contribution all of its limited liability company interests the Contributed Property as set forth in the Operating Company Contribution Agreement (and the schedules thereto) in exchange for (ix) 18,792,112 1,312,500 Common Units and (y) assumption by the Partnership of the St. Albans Loan; (ii) CPT 2010 contributed all of the Contributed Property as set forth in the Contribution Agreement (and the schedules thereto) in exchange for (x) 11,301,257 Common Units, (iiy) 35,217,112 16,485,507 Subordinated Units and (iiiz) the a right to receive $29.9 million as a partial reimbursement for certain capital expenditures incurred with respect to the Deferred Issuance upon Contributed Property pursuant to Treasury Regulation Section 1.707-4(d) and in reimbursement of its syndication costs associated with the earlier to occur of Initial Public Offering; and (Aiii) the expiration Apex Oil Company, Inc., Sponsor and World Point Parent received 20%, 60% and 20%, respectively, of the Over-Allotment Option and (B) the exercise in full of the Over-Allotment OptionIncentive Distribution Rights. (b) On the Closing Date and pursuant to the IPO Underwriting Agreement, each IPO Underwriter contributed cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement. (c) Upon the exercise exercise, if any, of the Over-Allotment Option, (i) each IPO Underwriter contributed shall contribute cash to the Partnership on the Option Closing Date in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement and (ii) the Partnership shall redeem an equivalent number of Common Units from World Point Parent, all as set forth in the Contribution Agreement. (d) No Limited Partner Interests were will be issued or issuable as of or at the Closing Date other than (i) the Common Units and Subordinated Units issued to Xxxxxxxx 66 Company World Point Parent and CPT 2010 pursuant to subparagraph (a) of this Section 5.35.2, (ii) the Common Units issued to the IPO Underwriters as described in subparagraphs (b) and (c) of this Section 5.3 5.2 and (iii) the Incentive Distribution Rights issued to the General PartnerApex Oil Company, Inc., Sponsor and World Point Parent pursuant to subparagraph (a) of this Section 5.2. (e) No Limited Partner will be required to make any additional Capital Contribution to the Partnership pursuant to this Agreement.

Contributions by Limited Partners. (a) On the Closing Contribution Date, pursuant to and as described in the Contribution Agreement, Xxxxxxxx 66 Company Holdings contributed to the PartnershipPartnership on behalf of itself and RRMC, as a Capital Contribution, all 97% and 1%, respectively, of its limited liability company interests the Interests (as defined in the Operating Company Contribution Agreement), in exchange for a continuation of their 97% and 1% Limited Partner Interests in the Partnership, respectively, and a right to receive a reimbursement for certain capital expenditures incurred with respect to the Interests. (b) Effective upon the execution of this Agreement, Holdings’ 97% Limited Partner Interest that existed immediately prior to the execution of this Agreement shall be exchanged for (i) 18,792,112 168,491 Common Units, (ii) 35,217,112 8,389,709 Subordinated Units and (iii) the right to receive the Deferred Issuance and Distribution upon the earlier to occur of (A) the expiration of the Over-Allotment Option and or (B) the exercise in full of the Over-Allotment Option. (bc) Effective upon the execution of this Agreement, RRMC’s 1% Limited Partner Interest that existed immediately prior to the execution of this Agreement shall be exchanged for 171,218 Common Units. (d) On the Closing Date and Date, pursuant to and as described in the IPO Underwriting Agreement, each IPO Underwriter contributed is contributing cash to the Partnership in exchange for the issuance by the Partnership of Common Units to such Underwriter, as set forth in the Underwriting Agreement. (e) Upon the exercise, if any, of the Over-Allotment Option, each Underwriter shall contribute cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement. (c) Upon the exercise of the Over-Allotment Option, each IPO Underwriter contributed cash to the Partnership on the Option Closing Date in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement. (df) No Limited Partner Interests were or will be issued or issuable as of or at the Closing Date other than (i) the Common Units and Subordinated Units issued to Xxxxxxxx 66 Company Holdings and RRMC pursuant to subparagraph subparagraphs (ab) and (c) of this Section 5.3, (ii) the Common Units issued to the IPO Underwriters as described in subparagraphs (bd) and (c) e), if applicable, of this Section 5.3 and (iii) the Incentive Distribution Rights issued to the General PartnerPartner pursuant to subparagraph (b) of Section 5.2. (eg) No Limited Partner will be required to make any additional Capital Contribution to the Partnership pursuant to this Agreement.

Contributions by Limited Partners. (a) On the Closing Date, pursuant to and as described in the Contribution Agreement, Xxxxxxxx 66 Company CONE Gathering contributed to the Partnership, as a Capital Contribution, all of its limited liability company interests the 98% OpCo Interest (as defined in the Operating Company Contribution Agreement) in exchange for (i) 18,792,112 9,038,121 Common Units, (ii) 35,217,112 29,163,121 Subordinated Units and (iii) the right to receive a cash distribution from the Deferred Issuance upon Partnership as set forth in the earlier to occur of (A) the expiration of the Over-Allotment Option and (B) the exercise in full of the Over-Allotment OptionContribution Agreement. (b) On the Closing Date and pursuant to the IPO Underwriting Agreement, each IPO Underwriter contributed cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement. (c) Upon the exercise each exercise, if any, of the Over-Allotment Option, each IPO Underwriter contributed shall contribute cash to the Partnership on the applicable Option Closing Date in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement. Any Common Units subject to the Over-Allotment Option that are not purchased by the IPO Underwriters pursuant to the Over-Allotment Option, if any (the “Deferred Issuance”), will be issued to CONE Gathering at the expiration of the Over-Allotment Option period for no additional consideration, all as set forth in the IPO Underwriting Agreement. (d) No Limited Partner Interests were issued Except for the Capital Contributions made or issuable as of or at the Closing Date other than (i) the Common Units and Subordinated Units issued to Xxxxxxxx 66 Company be made pursuant to subparagraph (aSection 5.3(a) of this through Section 5.3, (ii) the Common Units issued to the IPO Underwriters as described in subparagraphs (b5.3(c) and (c) for Capital Contributions required to be made by or on behalf of this a Person acquiring Partnership Interests or Derivative Partnership Interests in connection with future issuances in accordance with Section 5.3 and (iii) the Incentive Distribution Rights issued to the General Partner. (e) No 5.6, no Limited Partner will be required to make any additional Capital Contribution to the Partnership pursuant to this Agreement.

Contributions by Limited Partners. (a) On the Closing Date, pursuant to and as described in the Contribution Agreement, Xxxxxxxx 66 Company contributed : (i) HIP is contributing to the Partnership, as a Capital Contribution, all of its limited liability company interests in the Operating Company Xxxx North Dakota Pipelines Holdings LLC, a Delaware limited liability company, Xxxx TGP GP LLC, Xxxx North Dakota Export Logistics GP LLC and Mentor Holdings in exchange for the right to receive (iA) 18,792,112 10,282,654 Common Units, (iiB) 35,217,112 27,279,654 Subordinated Units and Units, (iiiC) the right to receive the Deferred Issuance upon the earlier to occur of (A1) the expiration of the Over-Allotment Option and (B2) the exercise in full of the Over-Allotment OptionOption and (D) a cash distribution in the amount of $302.2 million; and (ii) HIP instructed the Partnership to issue, and the Partnership shall issue, such Common Units, Subordinated Units and Deferred Issuance, if any, 50% directly to HINDL and 50% directly to GIP. (b) On the Closing Date and pursuant to the IPO Underwriting Agreement, each IPO Underwriter contributed shall contribute cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement. (c) Upon the exercise each exercise, if any, of the Over-Allotment Option, each IPO Underwriter contributed shall contribute cash to the Partnership on the applicable Option Closing Date in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement. Any Common Units subject to the Over-Allotment Option that are not purchased by the IPO Underwriters pursuant to the Over-Allotment Option, if any (the “Deferred Issuance”), shall be issued 50% directly to HINDL and 50% directly to GIP at the expiration of the Over-Allotment Option period for no additional consideration, all as set forth in the Contribution Agreement. Notwithstanding any other provision of this Agreement, but subject to the last sentence of Section 6.3(a), the Partnership is hereby authorized to distribute to HIP any net cash proceeds from the sale of Option Units (as defined in the Contribution Agreement) upon the exercise of the Over-Allotment Option in accordance with the Contribution Agreement. (d) No Limited Partner Interests were will be issued or issuable as of or at the Closing Date other than (i) the Common Units and Subordinated Units issued to Xxxxxxxx 66 Company HINDL and GIP pursuant to subparagraph subparagraphs (a) and (c), as applicable, of this Section 5.3, (ii) the Common Units issued to the IPO Underwriters as described in subparagraphs (b) and (c) ), as applicable, of this Section 5.3 and (iii) the Incentive Distribution Rights issued to the General PartnerPartner pursuant to Section 5.2(a). (e) No Except for the Capital Contributions made or to be made pursuant to Section 5.3(a) through Section 5.3(c) and for Capital Contributions required to be made by or on behalf of a Person acquiring Partnership Interests or Derivative Partnership Interests in connection with future issuances in accordance with Section 5.6, no Limited Partner will be required to make any additional Capital Contribution to the Partnership pursuant to this Agreement.

Contributions by Limited Partners. (a) On the Closing Date, pursuant to and as described in the Contribution Agreement, Xxxxxxxx 66 Company (i) the Organizational Limited Partner contributed to the Partnership, as a Capital Contribution, Contribution all of its limited liability company interests Contributed Property as set forth in the Operating Company Contribution Agreement (and the schedules thereto) in exchange for (ix) 18,792,112 671,250 Common Units, (y) 4,983,750 Subordinated Units, of which 30,143 Subordinated Units will be transferred to G. Lxx Xxxxxx and 14,308 Subordinated Units will be transferred to Rxxxxxx Xxxxxx and (z) a right to receive $80,212,500 as a partial reimbursement for certain capital expenditures incurred with respect to its Contributed Property pursuant to Treasury Regulation Section 1.707-4(d) and in reimbursement of its syndication costs associated with the Initial Public Offering; (ii) 35,217,112 Subordinated Cypress Energy Partners – TIR, LLC contributed all of its Contributed Property as set forth in the Contribution Agreement in exchange for (x) 673,400 Common Units and (y) 673,400 Subordinated Units; (iii) Cxxxxxx Field contributed all of her Contributed Property as set forth in the right to receive Contribution Agreement in exchange for (x) 57,450 Common Units and (y) 57,450 Subordinated Units; (iv) Cxxxxxx X. Xxxxxxxxxx, Xx. contributed all of his Contributed Property as set forth in the Deferred Issuance upon the earlier to occur of Contribution Agreement in exchange for (Ax) 198,400 Common Units and (y) 198,400 Subordinated Units; and (v) the expiration General Partner received 100% of the Over-Allotment Option and (B) the exercise in full of the Over-Allotment OptionIncentive Distribution Rights. (b) On the Closing Date and pursuant to the IPO Underwriting Agreement, each IPO Underwriter contributed shall contribute cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement. (c) Upon the exercise exercise, if any, of the Over-Allotment Option, each IPO Underwriter contributed shall contribute cash to the Partnership on the Option Closing Date in exchange for the issuance by the Partnership of Common Units to each IPO Underwriter, all as set forth in the IPO Underwriting Agreement. The proceeds of such exercise shall be distributed to the Organizational Limited Partner or paid to an Affiliate thereof at the discretion of the Organizational Limited Partner. (d) Upon the expiration of the Over-Allotment Option, as set forth in the IPO Underwriting Agreement, any Common Units not purchased by the IPO Underwriters pursuant to their Over-Allotment Option will be issued to the Organizational Limited Partner as a deferred issuance as part of the Organizational Limited Partner’s consideration for its contribution described in Section 5.2(a)(i). (e) No Limited Partner Interests were will be issued or issuable as of or at the Closing Date other than (i) the Common Units and Subordinated Units issued to Xxxxxxxx 66 Company pursuant to subparagraph subparagraphs (a) and (d) of this Section 5.35.2, (ii) the Common Units issued to the IPO Underwriters as described in subparagraphs (b) and (c) of this Section 5.3 5.2 and (iii) the Incentive Distribution Rights issued to the General PartnerPartner pursuant to subparagraph (a) of this Section 5.2. (ef) No Limited Partner will be required to make any additional Capital Contribution to the Partnership pursuant to this Agreement.