Common use of Further Restrictions Clause in Contracts

Further Restrictions. (a) Notwithstanding any contrary provision in this Agreement, the General Partner may impose such vesting requirements, forfeiture provisions, Transfer restrictions, minimum retained ownership requirements or other similar provisions with respect to any Units that are outstanding as of the Effective Date or are created thereafter, with the written consent of the holder of such Units. Nothing in this Agreement shall obligate the General Partner or the Partnership to treat any Partners alike, whether or not such Partners are similarly situated, and such requirements, provisions and restrictions may be waived or released by the General Partner in its sole discretion with respect to all or a portion of the Units owned by any one or more Partners. The exercise of any power or discretion by the General Partner or the Partnership in the case of any Partner shall not create any obligation on the part of the General Partner or the Partnership to take any similar action in the case of any other Partner, it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each Partner separately. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if: (i) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit; (ii) such Transfer would require the registration of such Transferred Unit or of any Class of Units pursuant to any applicable U.S. federal or state securities Laws (including the Securities Act or the Exchange Act) or other non-U.S. securities Laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities Laws; (iii) such Transfer would cause (A) all or any portion of the assets of the Partnership to (1) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (2) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (B) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the General Partner, the Partnership does not receive such legal or tax opinions and written instruments (including copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s discretion; (v) such Transfer would violate, or cause any Relevant Entity, to violate, any applicable Law of any jurisdiction; or (vi) the General Partner shall determine in its sole discretion that such Transfer would pose a material risk that the Partnership would be a “publicly traded partnership” as defined in Section 7704 of the Code. In addition, notwithstanding any contrary provision in this Agreement, to the extent the General Partner shall determine that interests in the Partnership do not meet the requirements of Treasury Regulation section 1.7704-1(h), the General Partner may impose such restrictions on the Transfer of Units or other interests in the Partnership as the General Partner may determine in its sole discretion to be necessary or advisable so that the Partnership is not treated as a publicly traded partnership taxable as a corporation under Section 7704 of the Code. (c) Any Transfer in violation of this Article VIII shall be deemed null and void ab initio and of no effect.

Further Restrictions. (a) Notwithstanding any contrary provision in this Agreement, the General Partner may impose such vesting requirements, forfeiture provisions, Transfer restrictions, minimum retained ownership requirements or other similar provisions with respect to any Units that are outstanding as of the Effective Date date of this Agreement or are created thereafter, with the written consent of the holder of such Units. Nothing in this Agreement shall obligate the General Partner or the Partnership to treat any Partners alike, whether or not such Partners are similarly situated, and such Such requirements, provisions and restrictions need not be uniform and may be waived or released by the General Partner in its sole discretion with respect to all or a portion of the Units owned by any one or more Partners. The exercise Limited Partners at any time and from time to time, and shall not constitute the breach of any power duty hereunder or discretion by the General Partner otherwise existing at law, in equity or the Partnership in the case of any Partner shall not create any obligation on the part of the General Partner or the Partnership to take any similar action in the case of any other Partner, it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each Partner separatelyotherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if: (i) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit; (ii) such Transfer would require the registration of such Transferred transferred Unit or of any Class of Units Unit pursuant to any applicable U.S. United States federal or state securities Laws laws (including including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities Laws laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities Lawslaws; (iii) such Transfer would cause (Ai) all or any portion of the assets of the Partnership to (1A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (2B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (Bii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the General Partner, the Partnership does not receive such legal or and/or tax opinions and written instruments (including including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion; ; provided, however, that any requirement to provide legal and/or tax opinions pursuant to this clause (viv) such Transfer would violate, shall not apply to CalPERS or cause any Relevant Entity, to violate, any applicable Law of any jurisdictionthe Mubadala Holders; or (viv) the General Partner shall determine in its sole discretion that such Transfer would pose a material risk that the Partnership would be a “publicly traded partnership” as defined in Section 7704 of the Code. In addition, notwithstanding any contrary provision in this Agreement, to the extent the General Partner shall determine that interests in the Partnership do not meet the requirements of Treasury Regulation section 1.7704-1(h), the General Partner may impose such restrictions on the Transfer of Units or other interests in the Partnership as the General Partner may determine in its sole discretion to be necessary or advisable so that the Partnership is not treated as a publicly traded partnership taxable as a corporation under Section 7704 of the Code. (c) Any Transfer in violation of this Article VIII shall be deemed null and void ab initio and of no effect.

Further Restrictions. (a) Notwithstanding any contrary provision in this Agreement, the General Partner may impose such vesting requirements, forfeiture provisions, Transfer restrictions, minimum retained ownership requirements or other similar provisions with respect to any Units that are outstanding as of the Effective Date or are created thereafter, with the written consent of the holder of such Units. Nothing in this Agreement shall obligate the General Partner or the Partnership to treat any Partners alike, whether or not such Partners are similarly situated, and such requirements, provisions and restrictions may be waived or released by the General Partner in its sole discretion with respect to all or a portion of the Units owned by any one or more Partners. The exercise of any power or discretion by the General Partner or the Partnership in the case of any Partner shall not create any obligation on the part of the General Partner or the Partnership to take any similar action in the case of any other Partner, it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each Partner separately. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if: (i) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit; (ii) such Transfer would require the registration of such Transferred Unit or of any Class of Units pursuant to any applicable U.S. federal or state securities Laws (including the Securities Act or the Exchange Act) or other non-U.S. securities Laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities Laws; (iii) such Transfer would cause (A) all or any portion of the assets of the Partnership to (1) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (2) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (B) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the General Partner, the Partnership does not receive such legal or tax opinions and written instruments (including copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s discretion; (v) such Transfer would violate, or cause any Relevant Entity, to violate, any applicable Law of any jurisdiction; or (vi) the General Partner shall determine in its sole discretion that such Transfer would pose a material risk that the Partnership would be a “publicly traded partnership” as defined in Section 7704 of the Code. In addition, notwithstanding any contrary provision in this Agreement, to the extent the General Partner shall determine that interests in the Partnership do not meet the requirements of Treasury Regulation Regulations section 1.7704-1(h), the General Partner may impose such restrictions on the Transfer of Units or other interests in the Partnership as the General Partner may determine in its sole discretion to be necessary or advisable so that the Partnership is not treated as a publicly traded partnership taxable as a corporation under Section 7704 of the Code. (c) Any Transfer in violation of this Article VIII shall be deemed null and void ab initio and of no effect.

Further Restrictions. (a) Notwithstanding any contrary provision in this Agreement, the General Partner may impose such vesting requirements, forfeiture provisions, Transfer restrictions, minimum retained ownership requirements or other similar provisions with respect to any Units that are outstanding as of the Effective Date date of this Agreement or are created thereafter, with the written consent of the holder of such Units. Nothing in this Agreement shall obligate the General Partner or the Partnership to treat any Partners alike, whether or not such Partners are similarly situated, and such Such requirements, provisions and restrictions need not be uniform and may be waived or released by the General Partner in its sole discretion with respect to all or a portion of the Units owned by any one or more Partners. The exercise Limited Partners at any time and from time to time, and shall not constitute the breach of any power duty hereunder or discretion by the General Partner otherwise existing at law, in equity or the Partnership in the case of any Partner shall not create any obligation on the part of the General Partner or the Partnership to take any similar action in the case of any other Partner, it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each Partner separatelyotherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if: (i) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit; (ii) such Transfer would require the registration of such Transferred transferred Unit or of any Class of Units Unit pursuant to any applicable U.S. federal or state securities Laws laws (including including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities Laws laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities Lawslaws; (iii) such Transfer would cause (Ai) all or any portion of the assets of the Partnership to (1A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (2B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (Bii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the General Partner, the Partnership does not receive such legal or and/or tax opinions and written instruments (including including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion; (v) such ; provided that no legal and/or tax opinions will be required for any Transfer would violate, or cause any Relevant Entity, to violate, any applicable Law of any jurisdictiona Unit by a Blackstone Limited Partner; or (viv) the General Partner shall determine in its sole discretion that such Transfer would pose a material risk that the Partnership would be treated as a “publicly traded partnership” as defined in within the meaning of Section 7704 of the Code. Code and the regulations promulgated thereunder. (c) In addition, notwithstanding any contrary provision in this Agreement, to the extent the General Partner shall determine that interests in the Partnership do not meet the requirements of Treasury Regulation section Section 1.7704-1(h), the General Partner may impose such restrictions on the Transfer of Units or other interests in the Partnership as the General Partner may determine in its sole discretion to be necessary or advisable so that the Partnership is not treated as a “publicly traded partnership taxable as a corporation under partnership” within the meaning of Section 7704 of the CodeCode and the regulations promulgated thereunder. (cd) Any To the fullest extent permitted by law, any Transfer in violation of this Article VIII shall be deemed null and void ab initio and of no effect.

Further Restrictions. (a) Notwithstanding any contrary provision in this Agreement, the General Partner may impose such vesting requirements, forfeiture provisions, Transfer restrictions, minimum retained ownership requirements or other similar provisions with respect to any Units that are outstanding as of the Effective Date date of this Agreement or are created thereafter, with the written consent of the holder of such Units. Nothing in this Agreement shall obligate the General Partner or the Partnership to treat any Partners alike, whether or not such Partners are similarly situated, and such Such requirements, provisions and restrictions need not be uniform and may be waived or released by the General Partner in its sole discretion with respect to all or a portion of the Units owned by any one or more Partners. The exercise Limited Partners at any time and from time to time, and shall not constitute the breach of any power duty hereunder or discretion by the General Partner otherwise existing at law, in equity or the Partnership in the case of any Partner shall not create any obligation on the part of the General Partner or the Partnership to take any similar action in the case of any other Partner, it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each Partner separatelyotherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if: (i) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit; (ii) such Transfer would require the registration of such Transferred transferred Unit or of any Class of Units Unit pursuant to any applicable U.S. United States federal or state securities Laws laws (including including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities Laws laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities Lawslaws; (iii) such Transfer would cause (Ai) all or any portion of the assets of the Partnership to (1A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (2B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (Bii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the General Partner, the Partnership does not receive such legal or and/or tax opinions and written instruments (including including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion; ; provided, however, that any requirement to provide legal and/or tax opinions pursuant to this clause (viv) such Transfer would violate, or cause any Relevant Entity, shall not apply to violate, any applicable Law of any jurisdictionthe Mubadala Holders; or (viv) the General Partner shall determine in its sole discretion that such Transfer would pose a material risk that the Partnership would be a “publicly traded partnership” as defined in Section 7704 of the Code. In addition, notwithstanding any contrary provision in this Agreement, to the extent the General Partner shall determine that interests in the Partnership do not meet the requirements of Treasury Regulation section 1.7704-1(h), the General Partner may impose such restrictions on the Transfer of Units or other interests in the Partnership as the General Partner may determine in its sole discretion to be necessary or advisable so that the Partnership is not treated as a publicly traded partnership taxable as a corporation under Section 7704 of the Code. (c) Any Transfer in violation of this Article VIII shall be deemed null and void ab initio and of no effect.

Further Restrictions. (a) Notwithstanding any contrary provision in this Agreement, the General Partner may impose such vesting requirements, forfeiture provisions, Transfer restrictions, minimum retained ownership requirements or other similar provisions with respect to any Units that are outstanding as of the Effective Date date of this Agreement or are created thereafter, with the written consent of the holder of such Units. Nothing in this Agreement shall obligate the General Partner or the Partnership to treat any Partners alike, whether or not such Partners are similarly situated, and such Such requirements, provisions and restrictions need not be uniform and may be waived or released by the General Partner in its sole discretion with respect to all or a portion of the Units owned by any one or more Partners. The exercise Limited Partners at any time and from time to time, and shall not constitute the breach of any power duty hereunder or discretion by the General Partner otherwise existing at law, in equity or the Partnership in the case of any Partner shall not create any obligation on the part of the General Partner or the Partnership to take any similar action in the case of any other Partner, it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each Partner separatelyotherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if: (i) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit; (ii) such Transfer would require the registration of such Transferred transferred Unit or of any Class of Units Unit pursuant to any applicable U.S. federal or state securities Laws laws (including including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities Laws laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities Lawslaws; (iii) such Transfer would cause (Ai) all or any portion of the assets of the Partnership to (1A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (2B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (Bii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise;; or (iv) to the extent requested by the General Partner, the Partnership does not receive such legal or and/or tax opinions and written instruments (including including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion;. (vc) such Transfer would violateIn addition, or cause any Relevant Entitynotwithstanding anything to the contrary herein, to violate, any applicable Law if the board of any jurisdiction; or (vi) directors of the General Partner shall determine in its sole discretion good faith that such Transfer would pose a material risk that the Partnership would be a “publicly traded partnership” as defined in Section 7704 of the Code. In addition, notwithstanding any contrary provision in this Agreement, to the extent the General Partner shall determine that interests in the Partnership do not meet the requirements of Treasury Regulation section 1.7704-1(h), the General Partner may impose such additional restrictions on the Transfer of Units or other interests in the Partnership as the General Partner may determine in its sole discretion to be Transfers are necessary or advisable so that the Partnership is not treated as a “publicly traded partnership taxable as a corporation partnership” under Section 7704 of the Code, the General Partner may impose such additional restrictions on Transfers as the board of directors of the General Partner has determined in good faith to be so necessary. (cd) Any To the fullest extent permitted by law, any Transfer in violation of this Article VIII shall be deemed null and void ab initio and of no effect.

Further Restrictions. (a) Notwithstanding any contrary provision in this Agreement, the General Partner Managing Member may impose such vesting requirements, forfeiture provisions, Transfer restrictions, minimum retained ownership requirements or other similar provisions with respect to any Units that are outstanding as of the Effective Date date of this Agreement or are created thereafter, with the written consent of the holder of such Units. Nothing in this Agreement shall obligate the General Partner or the Partnership to treat any Partners alike, whether or not such Partners are similarly situated, and such Such requirements, provisions and restrictions need not be uniform and may be waived or released by the General Partner Managing Member in its sole discretion with respect to all or a portion of the Units owned by any one or more Partners. The exercise Members at any time and from time to time, and shall not constitute the breach of any power duty hereunder or discretion by the General Partner otherwise existing at law, in equity or the Partnership in the case of any Partner shall not create any obligation on the part of the General Partner or the Partnership to take any similar action in the case of any other Partner, it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each Partner separatelyotherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner Member or Assignee if: (i) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit; (ii) such Transfer would require the registration of such Transferred transferred Unit or of any Class of Units Unit pursuant to any applicable U.S. federal or state securities Laws laws (including including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities Laws laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities Lawslaws; (iii) such Transfer would cause (Ai) all or any portion of the assets of the Partnership Company to (1A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited PartnerMember, or (2B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (Bii) the General Partner Managing Member to become a fiduciary with respect to any existing or contemplated Limited PartnerMember, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the General PartnerManaging Member, the Partnership Company does not receive such legal or and/or tax opinions and written instruments (including including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General PartnerManaging Member, as determined in the General PartnerManaging Member’s sole discretion;; or (v) such Transfer would violate, or cause any Relevant Entity, to violate, any applicable Law of any jurisdiction; or (vi) the General Partner Managing Member shall determine in its sole discretion that such Transfer would pose a material risk that the Partnership Company would be treated as a “publicly traded partnership” as defined in within the meaning of Section 7704 of the Code. Code and the regulations promulgated thereunder. (c) In addition, notwithstanding any contrary provision in this Agreement, to the extent the General Partner Managing Member shall determine that interests in the Partnership Company do not meet the requirements of Treasury Regulation section Section 1.7704-1(h), the General Partner Managing Member may impose such restrictions on the Transfer of Units or other interests in the Partnership Company as the General Partner Managing Member may determine in its sole discretion to be necessary or advisable so that the Partnership Company is not treated as a “publicly traded partnership taxable as a corporation under partnership” within the meaning of Section 7704 of the CodeCode and the regulations promulgated thereunder. (cd) Any To the fullest extent permitted by law, any Transfer in violation of this Article VIII shall be deemed null and void ab initio and of no effect.

Further Restrictions. (a) Notwithstanding any contrary provision in Units issued from time to time after the date of this Agreement, including Units issued under equity incentive plans of the General Partner Company or the Managing Member (or upon settlement of awards granted under such plans), may impose be subject to such vesting requirementsadditional or other terms and conditions, forfeiture provisionsincluding with regard to vesting, Transfer restrictionsforfeiture, minimum retained ownership requirements or other similar provisions with respect to any Units that are outstanding and Transfer, as may be agreed between the Managing Member and the applicable Member and reflected in the books and records of the Effective Date or are created thereafter, with the written consent of the holder of such UnitsCompany. Nothing in this Agreement shall obligate the General Partner or the Partnership to treat any Partners alike, whether or not such Partners are similarly situated, and such Such requirements, provisions and restrictions need not be uniform and may be waived or released by the General Partner Managing Member in its sole discretion with respect to all or a portion of the Units owned by any one or more Partners. The exercise Members at any time and from time to time, and shall not constitute the breach of any power duty hereunder or discretion by the General Partner otherwise existing at law, in equity or the Partnership in the case of any Partner shall not create any obligation on the part of the General Partner or the Partnership to take any similar action in the case of any other Partner, it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each Partner separatelyotherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner Member or Assignee ifif the Managing Member determines that: (i) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit; (ii) except pursuant to an Exchange Transaction, such Transfer would require the registration of such Transferred transferred Unit or of any Class of Units Unit pursuant to any applicable U.S. federal or state securities Laws laws (including including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities Laws laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities Lawslaws; (iii) such Transfer would cause (Ai) all or any portion of the assets of the Partnership Company to (1A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited PartnerMember, or (2B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (Bii) the General Partner Managing Member to become a fiduciary with respect to any existing or contemplated Limited PartnerMember, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the General PartnerManaging Member, the Partnership Company does not receive such legal or and/or tax opinions and written instruments (including including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General PartnerManaging Member, as determined in the General PartnerManaging Member’s sole discretion;; provided that no such legal and/or tax opinions shall be required for a Transfer by a Stockholder Party; or (v) such Transfer would violate, or cause any Relevant Entity, to violate, any applicable Law of any jurisdiction; or (vi) the General Partner Managing Member shall reasonably determine in its sole discretion that such Transfer would pose a material risk that the Partnership Company would be treated as a “publicly traded partnership” as defined in within the meaning of Section 7704 of the CodeCode and the regulations promulgated thereunder. All determinations with respect to this Section 8.04 shall be made by the Managing Member in its sole discretion; provided, however, that all such determinations with respect to a Stockholder Party shall be made by the Managing Member exercising its reasonable discretion. (c) In addition, notwithstanding any contrary provision in this Agreement, to the extent the General Partner Managing Member shall reasonably determine that interests in the Partnership Company do not meet the requirements of Treasury Regulation section Section 1.7704-1(h), the General Partner Managing Member may impose such restrictions on the Transfer of Units or other interests in the Partnership Company as the General Partner Managing Member may reasonably determine in its sole discretion to be necessary or advisable so that the Partnership Company is not treated as a “publicly traded partnership taxable as a corporation under partnership” within the meaning of Section 7704 of the CodeCode and the regulations promulgated thereunder. (cd) Any To the fullest extent permitted by law, any Transfer in violation of this Article VIII shall be deemed null and void ab initio and of no effect.

Further Restrictions. (a) Notwithstanding any contrary provision in this Agreement, the General Partner may impose such vesting requirements, forfeiture provisions, Transfer restrictions, minimum retained ownership requirements restrictions or other similar provisions with respect to any Units that are outstanding as of the Effective Date date of this Agreement or are created thereafter, with the written consent of the holder of such Units. Nothing in Units or pursuant to an amendment to this Agreement shall obligate the General Partner or the Partnership to treat any Partners alike, whether or not such Partners are similarly situated, and such adopted in accordance with Section 11.12. Such requirements, provisions and restrictions need not be uniform and may be waived or released by the General Partner in its sole reasonable discretion with respect to all or a portion of the Units owned by any one or more Partners. The exercise Limited Partners at any time and from time to time, and shall not constitute the breach of any power duty hereunder or discretion by the General Partner otherwise existing at law, in equity or the Partnership in the case of any Partner shall not create any obligation on the part of the General Partner or the Partnership to take any similar action in the case of any other Partner, it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each Partner separatelyotherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if: (i) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit; (ii) such Transfer would require the registration of such Transferred transferred Unit or of any Class of Units Unit pursuant to any applicable U.S. United States federal or state securities Laws laws (including including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities Laws laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities Lawslaws; (iii) such Transfer would cause (Ai) all or any portion of the assets of the Partnership to (1A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (2B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (Bii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the General Partner, the Partnership does not receive such legal or and/or tax opinions and written instruments (including including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s reasonable discretion; (v) such Transfer would violate, or cause any Relevant Entity, to violate, any applicable Law of any jurisdiction; or (viv) the General Partner shall determine in its sole reasonable discretion that such Transfer would pose a material risk that the Partnership would be a “publicly traded partnership” as defined in Section 7704 of the Code. In addition, notwithstanding any contrary provision in this Agreement, to the extent the General Partner shall determine that interests in the Partnership do not meet the requirements of Treasury Regulation section Section 1.7704-1(h), the General Partner may impose such restrictions on the Transfer of Units or other interests in the Partnership as the General Partner may determine in its sole reasonable discretion to be necessary or advisable so that the Partnership is not treated as a publicly traded partnership taxable as a corporation under Section 7704 of the Code. (c) Any Transfer in violation of this Article VIII shall shall, to the fullest extent permitted by law, be deemed null and void ab initio and of no effect.

Further Restrictions. (a) Notwithstanding any contrary provision in this Agreement, the General Partner may impose such vesting requirements, forfeiture provisions, Transfer restrictions, minimum retained ownership requirements restrictions or other similar provisions with respect to any Units that are outstanding as of the Effective Date date of this Agreement or are created thereafter, with the written consent of the holder of such Units. Nothing in Units or pursuant to an amendment to this Agreement shall obligate the General Partner or the Partnership to treat any Partners alike, whether or not such Partners are similarly situated, and such adopted in accordance with Section 11.12. Such requirements, provisions and restrictions need not be uniform and may be waived or released by the General Partner in its sole reasonable discretion with respect to all or a portion of the Units owned by any one or more Partners. The exercise Limited Partners at any time and from time to time, and shall not constitute the breach of any power duty hereunder or discretion by the General Partner otherwise existing at law, in equity or the Partnership in the case of any Partner shall not create any obligation on the part of the General Partner or the Partnership to take any similar action in the case of any other Partner, it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each Partner separatelyotherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if: (i) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit; (ii) such Transfer would require the registration of such Transferred transferred Unit or of any Class of Units Unit pursuant to any applicable U.S. federal or state securities Laws laws (including including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities Laws laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities Lawslaws; (iii) such Transfer would cause (Ai) all or any portion of the assets of the Partnership to (1A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (2B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (Bii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the General Partner, the Partnership does not receive such legal or and/or tax opinions and written instruments (including including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s reasonable discretion; (v) such Transfer would violate, or cause any Relevant Entity, to violate, any applicable Law of any jurisdiction; or (viv) the General Partner shall determine in its sole reasonable discretion that such Transfer would pose a material risk that the Partnership would be a “publicly traded partnership” as defined in Section 7704 of the Code. In addition, notwithstanding any contrary provision in this Agreement, to the extent the General Partner shall determine that interests in the Partnership do not meet the requirements of Treasury Regulation section Regulations Section 1.7704-1(h), the General Partner may impose such restrictions on the Transfer of Units or other interests in the Partnership as the General Partner may determine in its sole reasonable discretion to be necessary or advisable so that the Partnership is not treated as a publicly traded partnership taxable as a corporation under Section 7704 of the Code. (c) Any Transfer in violation of this Article VIII shall shall, to the fullest extent permitted by law, be deemed null and void ab initio and of no effect.

Further Restrictions. (ai) Notwithstanding any contrary provision in this Agreement, the General Partner may impose such vesting requirements, forfeiture provisions, Transfer restrictions, minimum retained ownership requirements or other similar provisions with respect to any Units Partnership Interests that are outstanding as of the Effective Date or are created thereafter, with the written consent of the holder of such Units. Nothing in this Agreement shall obligate the General Partner or the Partnership to treat any Partners alike, whether or not such Partners are similarly situated, and such requirements, provisions and restrictions may be waived or released by the General Partner in its sole discretion with respect to all or a portion of the Units owned by any one or more Partners. The exercise of any power or discretion by the General Partner or the Partnership in the case of any Partner shall not create any obligation on the part of the General Partner or the Partnership to take any similar action in the case of any other Partner, it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each Partner separatelyInterests. (bii) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit Partnership Interest be made by any Limited Partner or Assignee if: (iA) such Transfer is made to any Person who lacks the legal right, power or capacity to own such UnitPartnership Interest; (iiB) such Transfer would require the registration of such Transferred Unit or of any Class of Units pursuant to Partnership Interests (including the Partnership Interest so Transferred) under any applicable U.S. federal or state securities Laws (including the Securities Act or the Exchange Act) or other non-U.S. securities Laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities Laws; (iiiC) such Transfer would cause (A) all or any portion of the assets of the Partnership to (1) constitute “plan assets” (under ERISA, the Code or any applicable Similar similar Law) of any existing or contemplated Limited Partner, or (2) be subject to the provisions of ERISA, Code Section 4975 of the Code or any applicable Similar similar Law, or (B) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar similar Law, or otherwise; (ivD) to the extent requested by the General Partner, the Partnership does not receive such customary legal or tax opinions and written instruments (including copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as reasonably determined in good faith by the General Partner’s discretion; (vE) such Transfer would violate, or cause PubCo, the Partnership or any Relevant Entity, of their respective Affiliates to violate, any applicable Law of any jurisdiction; or (viF) the General Partner shall reasonably determine in its sole discretion good faith that such Transfer (provided, for this purpose a transaction described in the clause (c) of the final sentence of the definition of “Transfer” will be considered to be a Transfer if the General Partner reasonably determines such transaction could reasonably be expected to be treated as a transfer for U.S. federal income tax purposes) would pose a material risk that the Partnership would be a “publicly traded partnership” as defined in Code Section 7704 of the Code7704. In addition, notwithstanding any contrary provision in this Agreement, to the extent the General Partner shall determine that interests in the Partnership do not meet the requirements of Treasury Regulation section Regulations Section 1.7704-1(h), the General Partner may impose such restrictions on the Transfer (provided, for this purpose a transaction described in the clause (c) of Units the final sentence of the definition of “Transfer” will be considered to be a Transfer if the General Partner reasonably determines such transaction could reasonably be expected to be treated as a transfer for U.S. federal income tax purposes) of Partnership Interests or other interests in the Partnership as the General Partner may reasonably determine in its sole discretion good faith to be necessary or advisable so that the Partnership is not treated as a publicly traded partnership taxable as a corporation under Code Section 7704 of the Code7704. (c) Any Transfer in violation of this Article VIII shall be deemed null and void ab initio and of no effect.

Further Restrictions. (a) Notwithstanding any contrary provision in this Agreement, the General Partner may impose such vesting requirements, forfeiture provisions, Transfer restrictions, minimum retained ownership requirements or other similar provisions with respect to any Units that are outstanding as of the Effective Date or are created thereafter, with the written consent of the holder of such Units. Nothing in this Agreement shall obligate the General Partner or the Partnership to treat any Partners alike, whether or not such Partners are similarly situated, and such requirements, provisions and restrictions may be waived or released by the General Partner in its sole discretion with respect to all or a portion of the Units owned by any one or more Partners. The exercise of any power or discretion by the General Partner or the Partnership in the case of any Partner shall not create any obligation on the part of the General Partner or the Partnership to take any similar action in the case of any other Partner, it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each Partner separately. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if: (i) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit; (ii) such Transfer would require the registration of such Transferred Unit or of any Class of Units pursuant to any applicable U.S. federal or state securities Laws (including the Securities Act or the Exchange Act) or other non-U.S. securities Laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities Laws; (iii) such Transfer would cause (A) all or any portion of the assets of the Partnership to (1) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (2) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (B) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the General Partner, the Partnership does not receive such legal or tax opinions and written instruments (including copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s discretion; (v) such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857, Section 4981 or any other provision of the Code; (vi) such Transfer would violate, or cause any Relevant Entity, to violate, any applicable Law of any jurisdiction; or (vivii) the General Partner shall determine in its sole discretion that such Transfer would pose a material risk that the Partnership would be a “publicly traded partnership” as defined in Section 7704 of the Code. In addition, notwithstanding any contrary provision in this Agreement, to the extent the General Partner shall determine that interests in the Partnership do not meet the requirements of Treasury Regulation section 1.7704-1(h), the General Partner may impose such restrictions on the Transfer of Units or other interests in the Partnership as the General Partner may determine in its sole discretion to be necessary or advisable so that the Partnership is not treated as a publicly traded partnership taxable as a corporation under Section 7704 of the Code. (c) Any Transfer in violation of this Article VIII shall be deemed null and void ab initio and of no effect.

Further Restrictions. (a) Notwithstanding any contrary provision in Common Units issued from time to time after the date of this Agreement, including Common Units issued under equity incentive plans of the General Partner Company or Bakkt Pubco (or upon settlement of awards granted under such plans), may impose be subject to such vesting requirementsadditional or other terms and conditions, forfeiture provisionsincluding with regard to vesting, Transfer restrictionsforfeiture, minimum retained ownership requirements or other similar provisions with respect to any Units that are outstanding and Transfer, as may be agreed between Bakkt Pubco and the applicable Member and reflected in the books and records of the Effective Date or are created thereafter, with the written consent of the holder of such UnitsCompany. Nothing in this Agreement shall obligate the General Partner or the Partnership to treat any Partners alike, whether or not such Partners are similarly situated, and such Such requirements, provisions and restrictions need not be uniform and may be waived or released by the General Partner Bakkt Pubco in its sole discretion with respect to all or a portion of the Common Units owned by any one or more Partners. The exercise Members at any time and from time to time, and shall not constitute the breach of any power duty hereunder or discretion by the General Partner otherwise existing at law, in equity or the Partnership in the case of any Partner shall not create any obligation on the part of the General Partner or the Partnership to take any similar action in the case of any other Partner, it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each Partner separatelyotherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Common Unit be made by any Limited Partner Member or Assignee ifif the Managing Member determines that: (i) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Common Unit; (ii) except pursuant to an Exchange, such Transfer would require the registration of such Transferred transferred Common Unit or of any Class of Units pursuant to any applicable U.S. federal or state securities Laws laws (including the Securities Act or the Exchange Act) or other non-U.S. securities Laws laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities Lawslaws; (iii) such Transfer would cause (A) all or any portion of the assets of the Partnership Company to (1x) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited PartnerMember, or (2y) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (B) the General Partner Bakkt Pubco to become a fiduciary with respect to any existing or contemplated Limited PartnerMember, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the General PartnerManaging Member, the Partnership Company does not receive such legal or and/or tax opinions and written instruments (including copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General PartnerManaging Member, as determined in the General PartnerManaging Member’s sole discretion;; or (v) such Transfer would violate, or cause any Relevant Entity, to violate, any applicable Law of any jurisdiction; or (vi) the General Partner shall determine in its sole discretion Managing Member reasonably determines that such Transfer would pose a material risk that the Partnership Company would be treated as a “publicly traded partnership” as defined in within the meaning of Code Section 7704 of and the CodeTreasury Regulations promulgated thereunder. In addition, notwithstanding any contrary provision in All determinations with respect to this Agreement, to Section 9.4 shall be made by the extent the General Partner shall determine that interests in the Partnership do not meet the requirements of Treasury Regulation section 1.7704-1(h), the General Partner may impose such restrictions on the Transfer of Units or other interests in the Partnership as the General Partner may determine Managing Member in its sole discretion to be necessary or advisable so that the Partnership is not treated as a publicly traded partnership taxable as a corporation under Section 7704 of the Codediscretion. (c) Any To the fullest extent permitted by law, any Transfer in violation of this Article VIII IX shall be deemed null and void ab initio and of no effect.

Further Restrictions. (ai) Notwithstanding any contrary provision in this Agreement, the General Partner may impose such vesting requirements, forfeiture provisions, Transfer restrictions, minimum retained ownership requirements or other similar provisions with respect to any Units Partnership Interests that are outstanding as of the Effective Date May 19, 2021 or are created thereafter, with the written consent of the holder of such Units. Nothing in this Agreement shall obligate the General Partner or the Partnership to treat any Partners alike, whether or not such Partners are similarly situated, and such requirements, provisions and restrictions may be waived or released by the General Partner in its sole discretion with respect to all or a portion of the Units owned by any one or more Partners. The exercise of any power or discretion by the General Partner or the Partnership in the case of any Partner shall not create any obligation on the part of the General Partner or the Partnership to take any similar action in the case of any other Partner, it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each Partner separatelyInterests. (bii) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit Partnership Interest be made by any Limited Partner or Assignee if: (iA) such Transfer is made to any Person who lacks the legal right, power or capacity to own such UnitPartnership Interest; (iiB) such Transfer would require the registration of such Transferred Unit or of any Class of Units pursuant to Partnership Interests (including the Partnership Interest so Transferred) under any applicable U.S. federal or state securities Laws (including the Securities Act or the Exchange Act) or other non-U.S. securities Laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities Laws; (iiiC) such Transfer would cause (A) all or any portion of the assets of the Partnership to (1) constitute “plan assets” (under ERISA, the Code or any applicable Similar similar Law) of any existing or contemplated Limited Partner, or (2) be subject to the provisions of ERISA, Code Section 4975 of the Code or any applicable Similar similar Law, or (B) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar similar Law, or otherwise; (ivD) to the extent requested by the General Partner, the Partnership does not receive such customary legal or tax opinions and written instruments (including copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as reasonably determined in good faith by the General Partner’s discretion; (vE) such Transfer would violate, or cause PubCo, the Partnership or any Relevant Entity, of their respective Affiliates to violate, any applicable Law of any jurisdiction; or (viF) the General Partner shall reasonably determine in its sole discretion good faith that such Transfer (provided for this purpose a transaction described in the clause (c) of the final sentence of the definition of “Transfer” will be considered to be a Transfer if the General Partner reasonably determines such transaction could reasonably be expected to be treated as a transfer for U.S. federal income tax purposes) would pose a material risk that the Partnership would be a “publicly traded partnership” as defined in Code Section 7704 of the Code7704. In addition, notwithstanding any contrary provision in this Agreement, to the extent the General Partner shall determine that interests in the Partnership do not meet the requirements of Treasury Regulation section Regulations Section 1.7704-1(h), the General Partner may impose such restrictions on the Transfer (provided for this purpose a transaction described in the clause (c) of Units the final sentence of the definition of “Transfer” will be considered to be a Transfer if the General Partner reasonably determines such transaction could reasonably be expected to be treated as a transfer for U.S. federal income tax purposes) of Partnership Interests or other interests in the Partnership as the General Partner may reasonably determine in its sole discretion good faith to be necessary or advisable so that the Partnership is not treated as a publicly traded partnership taxable as a corporation under Code Section 7704 of the Code7704. (c) Any Transfer in violation of this Article VIII shall be deemed null and void ab initio and of no effect.

Further Restrictions. (a) Notwithstanding any contrary provision in this Agreement, the General Partner may impose such vesting requirements, forfeiture provisions, Transfer restrictions, minimum retained ownership requirements or other similar provisions with respect to any Units that are outstanding as of the Effective Date date of this Agreement or are created thereafter, with the written consent of the holder of such Units. Nothing in this Agreement shall obligate the General Partner or the Partnership to treat any Partners alike, whether or not such Partners are similarly situated, and such Such requirements, provisions and restrictions need not be uniform and may be waived or released by the General Partner in its sole discretion with respect to all or a portion of the Units owned by any one or more Partners. The exercise Limited Partners at any time and from time to time, and shall not constitute the breach of any power duty hereunder or discretion by the General Partner otherwise existing at law, in equity or the Partnership in the case of any Partner shall not create any obligation on the part of the General Partner or the Partnership to take any similar action in the case of any other Partner, it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each Partner separatelyotherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if: (i) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit; (ii) such Transfer would require the registration of such Transferred transferred Unit or of any Class of Units Unit pursuant to any applicable U.S. United States federal or state securities Laws laws (including including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities Laws laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities Lawslaws; (iii) such Transfer would cause (Ai) all or any portion of the assets of the Partnership to (1A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (2B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (Bii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the General Partner, the Partnership does not receive such legal or and/or tax opinions and written instruments (including including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion; (v) such Transfer would violate, or cause any Relevant Entity, to violate, any applicable Law of any jurisdiction; or (viv) the General Partner shall determine in its sole discretion that such Transfer would pose a material risk that the Partnership would be a “publicly traded partnership” as defined in Section 7704 of the Code. In addition, notwithstanding any contrary provision in this Agreement, to the extent the General Partner shall determine that interests in the Partnership do not meet the requirements of Treasury Regulation section 1.7704-1(h), the General Partner may impose such restrictions on the Transfer of Units or other interests in the Partnership as the General Partner may determine in its sole discretion to be necessary or advisable so that the Partnership is not treated as a publicly traded partnership taxable as a corporation under Section 7704 of the Code. (c) Any Transfer in violation of this Article VIII shall be deemed null and void ab initio and of no effect.

Further Restrictions. (a) Notwithstanding any contrary provision in this Agreement, the General Partner may impose such vesting requirements, forfeiture provisions, Transfer restrictions, minimum retained ownership requirements restrictions or other similar provisions with respect to any Units that are outstanding as of the Effective Date date of this Agreement or are created thereafter, with the written consent of the holder of such Units. Nothing in Units or pursuant to an amendment to this Agreement shall obligate the General Partner or the Partnership to treat any Partners alike, whether or not such Partners are similarly situated, and such adopted in accordance with Section 11.12. Such requirements, provisions and restrictions need not be uniform and may be waived or released by the General Partner in its sole reasonable discretion with respect to all or a portion of the Units owned by any one or more Partners. The exercise Limited Partners at any time and from time to time, and shall not constitute the breach of any power duty hereunder or discretion by the General Partner otherwise existing at law, in equity or the Partnership in the case of any Partner shall not create any obligation on the part of the General Partner or the Partnership to take any similar action in the case of any other Partner, it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each Partner separatelyotherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if: : (i) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit; ; (ii) such Transfer would require the registration of such Transferred transferred Unit or of any Class of Units Unit pursuant to any applicable U.S. United States federal or state securities Laws laws (including including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities Laws laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities Laws; laws; (iii) such Transfer would cause (Ai) all or any portion of the assets of the Partnership to (1A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (2B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (Bii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the General Partner, the Partnership does not receive such legal or tax opinions and written instruments (including copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s discretion; (v) such Transfer would violate, or cause any Relevant Entity, to violate, any applicable Law of any jurisdiction; or (vi) the General Partner shall determine in its sole discretion that such Transfer would pose a material risk that the Partnership would be a “publicly traded partnership” as defined in Section 7704 of the Code. In addition, notwithstanding any contrary provision in this Agreement, to the extent the General Partner shall determine that interests in the Partnership do not meet the requirements of Treasury Regulation section 1.7704-1(h), the General Partner may impose such restrictions on the Transfer of Units or other interests in the Partnership as the General Partner may determine in its sole discretion to be necessary or advisable so that the Partnership is not treated as a publicly traded partnership taxable as a corporation under Section 7704 of the Code.- 52 - 737868395 (c) Any Transfer in violation of this Article VIII shall shall, to the fullest extent permitted by law, be deemed null and void ab initio and of no effect. Section 8.05.

Further Restrictions. (a) Notwithstanding any contrary provision in Units issued from time to time after the date of this Agreement, including Units issued under equity incentive plans of the General Partner Company or the Managing Member (or upon settlement of awards granted under such plans), may impose be subject to such vesting requirementsadditional or other terms and conditions, forfeiture provisionsincluding with regard to vesting, Transfer restrictionsforfeiture, minimum retained ownership requirements or other similar provisions with respect to any Units that are outstanding and Transfer, as may be agreed between the Managing Member and the applicable Member and reflected in the books and records of the Effective Date or are created thereafter, with the written consent of the holder of such UnitsCompany. Nothing in this Agreement shall obligate the General Partner or the Partnership to treat any Partners alike, whether or not such Partners are similarly situated, and such Such requirements, provisions and restrictions need not be uniform and may be waived or released by the General Partner Managing Member in its sole discretion with respect to all or a portion of the Units owned by any one or more Partners. The exercise Members at any time and from time to time, and shall not constitute the breach of any power duty hereunder or discretion by the General Partner otherwise existing at law, in equity or the Partnership in the case of any Partner shall not create any obligation on the part of the General Partner or the Partnership to take any similar action in the case of any other Partner, it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each Partner separatelyotherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner Member or Assignee ifif the Managing Member determines that: (i) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit; (ii) except pursuant to an Exchange Transaction, such Transfer would require the registration of such Transferred transferred Unit or of any Class of Units Unit pursuant to any applicable U.S. federal or state securities Laws laws (including including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities Laws laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities Lawslaws; (iii) such Transfer would cause (Ai) all or any portion of the assets of the Partnership Company to (1A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited PartnerMember, or (2B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (Bii) the General Partner Managing Member to become a fiduciary with respect to any existing or contemplated Limited PartnerMember, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the General PartnerManaging Member, the Partnership Company does not receive such legal or and/or tax opinions and written instruments (including including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General PartnerManaging Member, as determined in the General PartnerManaging Member’s sole discretion;; provided that no such legal and/or tax opinions shall be required for a Transfer by (a) a Stockholder Party or (b) a Member holding at least [·]%4 of the Total Percentage Interest; or (v) such Transfer would violate, or cause any Relevant Entity, to violate, any applicable Law of any jurisdiction; or (vi) the General Partner Managing Member shall reasonably determine in its sole discretion that such Transfer would pose a material risk that the Partnership Company would be treated as a “publicly traded partnership” as defined in within the meaning of Section 7704 of the CodeCode and the regulations promulgated thereunder. All determinations with respect to this Section 8.04 shall be made by the Managing Member in its sole discretion; provided, however, that all such determinations with respect to (a) a Stockholder Party or (b) a Member holding at least [·]%5 of the Total Percentage Interest shall be made by the Managing Member exercising its reasonable discretion. (c) In addition, notwithstanding any contrary provision in this Agreement, to the extent the General Partner Managing Member shall reasonably determine that interests in the Partnership Company do not meet the requirements of Treasury Regulation section Section 1.7704-1(h), the General Partner Managing Member may impose such restrictions on the Transfer of Units or other interests in the Partnership Company as the General Partner Managing Member may reasonably determine in its sole discretion to be necessary or advisable so that the Partnership Company is not treated as a “publicly traded partnership taxable as a corporation under partnership” within the meaning of Section 7704 of the CodeCode and the regulations promulgated thereunder. (cd) Any To the fullest extent permitted by law, any Transfer in violation of this Article VIII shall be deemed null and void ab initio and of no effect.

Further Restrictions. (a) Notwithstanding any contrary provision in this Agreement, the General Partner may impose such vesting requirements, forfeiture provisions, Transfer restrictions, minimum retained ownership requirements restrictions or other similar provisions with respect to any Units that are outstanding as of the Effective Date date of this Agreement or are created thereafter, with the written consent of the holder of such Units. Nothing in Units or pursuant to an amendment to this Agreement shall obligate the General Partner or the Partnership to treat any Partners alike, whether or not such Partners are similarly situated, and such adopted in accordance with Section 11.12. Such requirements, provisions and restrictions need not be uniform and may be waived or released by the General Partner in its sole reasonable discretion with respect to all or a portion of the Units owned by any one or more Partners. The exercise Limited Partners at any time and from time to time, and shall not constitute the breach of any power duty hereunder or discretion by the General Partner otherwise existing at law, in equity or the Partnership in the case of any Partner shall not create any obligation on the part of the General Partner or the Partnership to take any similar action in the case of any other Partner, it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each Partner separatelyotherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if: (i) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit; (ii) such Transfer would require the registration of such Transferred transferred Unit or of any Class of Units Unit pursuant to any applicable U.S. federal or state securities Laws laws (including including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities Laws laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities Lawslaws; (iii) such Transfer would cause (Ai) all or any portion of the assets of the Partnership to (1A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (2B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (Bii) the 4860-7686-4714 v.2 General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the General Partner, the Partnership does not receive such legal or and/or tax opinions and written instruments (including including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s reasonable discretion; (v) such Transfer would violate, or cause any Relevant Entity, to violate, any applicable Law of any jurisdiction; or (viv) the General Partner shall determine in its sole reasonable discretion that such Transfer would pose a material risk that the Partnership would be a “publicly traded partnership” as defined in Section 7704 of the Code. In addition, notwithstanding any contrary provision in this Agreement, to the extent the General Partner shall determine that interests in the Partnership do not meet the requirements of Treasury Regulation section Regulations Section 1.7704-1(h), the General Partner may impose such restrictions on the Transfer of Units or other interests in the Partnership as the General Partner may determine in its sole reasonable discretion to be necessary or advisable so that the Partnership is not treated as a publicly traded partnership taxable as a corporation under Section 7704 of the Code. (c) Any Transfer in violation of this Article VIII shall shall, to the fullest extent permitted by law, be deemed null and void ab initio and of no effect.

Further Restrictions. (a) Notwithstanding any contrary provision in Units issued from time to time after the date of this Agreement, including Units issued under equity incentive plans of the General Partner Company or the Managing Member (or upon settlement of awards granted under such plans), may impose be subject to such vesting requirementsadditional or other terms and conditions, forfeiture provisionsincluding with regard to vesting, Transfer restrictionsforfeiture, minimum retained ownership requirements or other similar provisions with respect to any Units that are outstanding and Transfer, as may be agreed between the Managing Member and the applicable Member and reflected in the books and records of the Effective Date or are created thereafter, with the written consent of the holder of such UnitsCompany. Nothing in this Agreement shall obligate the General Partner or the Partnership to treat any Partners alike, whether or not such Partners are similarly situated, and such Such requirements, provisions and restrictions need not be uniform and may be waived or released by the General Partner Managing Member in its sole discretion with respect to all or a portion of the Units owned by any one or more Partners. The exercise Members at any time and from time to time, and shall not constitute the breach of any power duty hereunder or discretion by the General Partner otherwise existing at law, in equity or the Partnership in the case of any Partner shall not create any obligation on the part of the General Partner or the Partnership to take any similar action in the case of any other Partner, it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each Partner separatelyotherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner Member or Assignee ifif the Managing Member determines that: (i) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit; (ii) except pursuant to an Exchange Transaction, such Transfer would require the registration of such Transferred transferred Unit or of any Class of Units Unit pursuant to any applicable U.S. federal or state securities Laws laws (including including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities Laws laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities Lawslaws; (iii) such Transfer would cause (Ai) all or any portion of the assets of the Partnership Company to (1A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited PartnerMember, or (2B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (Bii) the General Partner Managing Member to become a fiduciary with respect to any existing or contemplated Limited PartnerMember, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the General PartnerManaging Member, the Partnership Company does not receive such legal or and/or tax opinions and written instruments (including including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General PartnerManaging Member, as determined in the General PartnerManaging Member’s sole discretion; ; provided that no such legal and/or tax opinions shall be required for a Transfer by (va) such Transfer would violate, a Stockholder Party or cause any Relevant Entity, to violate, any applicable Law (b) a Member holding at least [·]%4 of any jurisdictionthe Total Percentage Interest; or (vi) the General Partner shall determine in its sole discretion that such Transfer would pose a material risk that the Partnership would be a “publicly traded partnership” as defined in Section 7704 of the Code. In addition, notwithstanding any contrary provision in this Agreement, to the extent the General Partner shall determine that interests in the Partnership do not meet the requirements of Treasury Regulation section 1.7704-1(h), the General Partner may impose such restrictions on the Transfer of Units or other interests in the Partnership as the General Partner may determine in its sole discretion to be necessary or advisable so that the Partnership is not treated as a publicly traded partnership taxable as a corporation under Section 7704 of the Code. (c) Any Transfer in violation of this Article VIII shall be deemed null and void ab initio and of no effect.

Further Restrictions. (a) Notwithstanding any contrary provision in this Agreement, the General Partner may impose such vesting requirements, forfeiture provisions, Transfer restrictions, minimum retained ownership requirements restrictions or other similar provisions with respect to any Units that are outstanding as of the Effective Date date of this Agreement or are created thereafter, with the written consent of the holder of such Units. Nothing in Units or pursuant to an amendment to this Agreement shall obligate the General Partner or the Partnership to treat any Partners alike, whether or not such Partners are similarly situated, and such adopted in accordance with Section 11.12. Such requirements, provisions and restrictions need not be uniform and may be waived or released by the General Partner in its sole reasonable discretion with respect to all or a portion of the Units owned by any one or more Partners. The exercise Limited Partners at any time and from time to time, and shall not constitute the breach of any power duty hereunder or discretion by the General Partner otherwise existing at law, in equity or the Partnership in the case of any Partner shall not create any obligation on the part of the General Partner or the Partnership to take any similar action in the case of any other Partner, it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each Partner separately.otherwise. 48 (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if: (i) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit; (ii) such Transfer would require the registration of such Transferred transferred Unit or of any Class of Units Unit pursuant to any applicable U.S. United States federal or state securities Laws laws (including including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities Laws laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities Lawslaws; (iii) such Transfer would cause (Ai) all or any portion of the assets of the Partnership to (1A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (2B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (Bii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the General Partner, the Partnership does not receive such legal or and/or tax opinions and written instruments (including including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s reasonable discretion; (v) such Transfer would violate, or cause any Relevant Entity, to violate, any applicable Law of any jurisdiction; or (viv) the General Partner shall determine in its sole reasonable discretion that such Transfer would pose a material risk that the Partnership would be a “publicly traded partnership” as defined in Section 7704 of the Code. In addition, notwithstanding any contrary provision in this Agreement, to the extent the General Partner shall determine that interests in the Partnership do not meet the requirements of Treasury Regulation section Section 1.7704-1(h), the General Partner may impose such restrictions on the Transfer of Units or other interests in the Partnership as the General Partner may determine in its sole reasonable discretion to be necessary or advisable so that the Partnership is not treated as a publicly traded partnership taxable as a corporation under Section 7704 of the Code. (c) Any Transfer in violation of this Article VIII shall shall, to the fullest extent permitted by law, be deemed null and void ab initio and of no effect.