Common use of Further Restrictions Clause in Contracts

Further Restrictions. (a) Notwithstanding any contrary provision in this Agreement, the Manager 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 date of this Agreement or are created thereafter, with the written consent of the holder of such Units. Such requirements, provisions and restrictions need not be uniform and may be waived or released by the Manager in its sole discretion with respect to all or a portion of the Units owned by any one or more Members at any time and from time to time, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any 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 Unit or of any Class of Unit pursuant to any applicable U.S. federal or state securities laws (including, without limitation, 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 (i) all or any portion of the assets of the Company to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Member, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the Manager to become a fiduciary with respect to any existing or contemplated Member, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the Manager, the Company does not receive such legal and/or tax opinions and written instruments (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 Manager, as determined in the Manager’s sole discretion; or (v) the Manager shall determine in its sole discretion that such Transfer would pose a material risk that the Company would be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder. (c) In addition, notwithstanding any contrary provision in this Agreement, to the extent the Manager shall determine that interests in the Company do not meet the requirements of Treasury Regulation Section 1.7704-1(h), the Manager may impose such restrictions on the Transfer of Units or other interests in the Company as the Manager may determine in its sole discretion to be necessary or advisable so that the Company is not treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder. (d) 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 Manager Board may impose such additional 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 date of this Agreement Effective Date or any Units or other Company securities that are created thereafter, with the written consent of the holder of such UnitsUnits or other Company securities. Such requirements, provisions and restrictions need not be uniform and may be waived or released by the Manager Board in its sole discretion with respect to all or a portion of the Units or other Company securities owned by any one or more Members such holder at any time and from time to time, and shall shall, to the fullest extent permitted by applicable Law, not constitute the breach by any Manager of this Agreement or of any duty (including any fiduciary duty) hereunder or otherwise existing at law, in equity or otherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit or other Company securities be made by any Member or Assignee ifif the Board determines that: (i) such Transfer is made to any Person who lacks the legal right, power or capacity to own such UnitUnit or other Company securities; (ii) such Transfer would require the registration of such transferred Unit or of any Class or series of Unit Units or other Company securities pursuant to any applicable U.S. federal or state securities laws (including, without limitation, 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 (i) all or any portion of the assets of the Company to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Member, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the Corporation, the Board or any Manager to become a fiduciary with respect to any existing or contemplated Member, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the ManagerBoard, the Company does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and any instruments reflecting such Assignee’s consent agreement to be bound by this Agreement as an Assignee) that are in a form satisfactory to the ManagerBoard, as determined in the ManagerBoard’s sole discretion; provided that no such legal and/or tax opinions shall be required for a Transfer by a Principal Stockholder; or (v) the Manager Board shall determine in its sole discretion that such Transfer would pose a material risk that the Company would be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder. (c) In addition, notwithstanding any contrary provision in this Agreement, to the extent the Manager Board shall determine in good faith that interests in the Company do not meet the requirements of Treasury Regulation Section 1.7704-1(h), the Manager may impose such additional restrictions on the Transfer of Units or other interests in the Company as the Manager may determine in its sole discretion to be Transfers are necessary or advisable so that the Company is not treated as a “publicly traded partnership” within the meaning of under Section 7704 of the Code Code, the Board may impose such additional restrictions on Transfers as the Board has determined in good faith to be so necessary or advisable; provided that prior notice of such additional restrictions on transfer is provided to all Members and the regulations promulgated thereunderAssignees. (d) To the fullest extent permitted by lawapplicable 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 Manager 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 date of this Agreement or are created thereafter, only with the written consent of the holder of such Units. Such requirements, provisions and restrictions need not be uniform and may be waived or released by the Manager Managing Member in its sole discretion with respect to all or a portion of the Units owned by any one or more Members at any time and from time to time, and shall not not, to the fullest extent permitted by law, constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Member or Assignee ifif the Managing Member determines in good faith that: (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 class of Unit pursuant to any applicable U.S. federal or state securities laws (including, without limitation, 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 (i) all or any portion of the assets of the Company to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Member, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the Manager Managing Member to become a fiduciary with respect to any existing or contemplated Member, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the ManagerManaging Member, the Company does not receive such legal and/or tax opinions and written instruments (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 ManagerManaging Member, as determined by the Managing Member in the Manager’s sole discretiongood faith; or (v) the Manager shall determine in its sole discretion that such Transfer would pose a material risk that the Company would be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations Treasury Regulations promulgated thereunder. (c) In addition, notwithstanding any contrary provision in this Agreement, to the extent the Manager Managing Member shall reasonably determine that interests in the Company do not meet the requirements of Treasury Regulation Section 1.7704-1(h) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3), provided that, for such purpose, unless otherwise required by applicable Law, the Company and the Managing Member shall assume that each Member as of immediately after the Pre-IPO Exchanges is treated as a single partner within the meaning of Regulations Section 1.7704-1(h) (and none of the Member’s beneficial owners is treated as a separate partner)), the Manager Managing Member may impose such restrictions on the Transfer of Units or other interests in the Company as the Manager Managing Member may reasonably determine in its sole discretion to be necessary or advisable so that the Company is not treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations Treasury Regulations promulgated thereunder. (d) 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 Manager 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 date of this Agreement or are created thereafter, only with the written consent of the holder of such Units. Such requirements, provisions and restrictions need not be uniform and may be waived or released by the Manager Managing Member in its sole discretion with respect to all or a portion of the Units owned by any one or more Members at any time and from time to time, and shall not not, to the fullest extent permitted by law, constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Member or Assignee ifif the Managing Member determines in good faith that: (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 class of Unit pursuant to any applicable U.S. federal or state securities laws (including, without limitation, 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 (i) all or any portion of the assets of the Company to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Member, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the Manager Managing Member to become a fiduciary with respect to any existing or contemplated Member, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the ManagerManaging Member, the Company does not receive such legal and/or tax opinions and written instruments (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 ManagerManaging Member, as determined by the Managing Member in the Manager’s sole discretiongood faith; or (v) the Manager shall determine in its sole discretion that such Transfer would pose a material risk that the Company would be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder. (c) In addition, notwithstanding any contrary provision in this Agreement, to the extent the Manager Managing Member shall determine in good faith that interests in the Company do not meet the requirements of Treasury Regulation Section 1.7704-1(h), the Manager may impose such additional restrictions on the Transfer of Units or other interests in the Company as the Manager may determine in its sole discretion to be Transfers are necessary or advisable so that the Company is not treated as a “publicly traded partnership” within the meaning of under Section 7704 of the Code and Code, the regulations promulgated thereunderManaging Member may impose such additional restrictions on Transfers as the Managing Member has determined in good faith to be so necessary. (d) 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 Manager 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 date of this Agreement or are created thereafter, only with the written consent of the holder of such Units. Such requirements, provisions and restrictions need not be uniform and may be waived or released by the Manager Managing Member in its sole discretion with respect to all or a portion of the Units owned by any one or more Members at any time and from time to time, and shall not not, to the fullest extent permitted by law, constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit Units be made by any Member or Assignee ifif the Managing Member determines in good faith that: (i) such Transfer is made to any Person who lacks the legal right, power or capacity to own such UnitUnits; (ii) such Transfer would require the registration of such transferred Unit Units or of any Class class of Unit Units pursuant to any applicable U.S. federal or state securities laws (including, without limitation, 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 (i) all or any portion of the assets of the Company to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Member, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the Manager Managing Member to become a fiduciary with respect to any existing or contemplated Member, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the ManagerManaging Member, the Company does not receive such legal and/or tax opinions and written instruments (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 ManagerManaging Member, as determined by the Managing Member in the Manager’s sole discretiongood faith; or (v) the Manager shall determine in its sole discretion that such Transfer would pose a material risk that the Company would be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations Treasury Regulations promulgated thereunder. (c) In addition, notwithstanding any contrary provision in this Agreement, to the extent the Manager Managing Member shall reasonably determine that interests in the Company do not meet the requirements of Treasury Regulation Section 1.7704-1(h) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3), provided that, for such purpose, unless otherwise required by applicable Law, the Company and the Managing Member shall assume that each Member as of immediately after the Pre-IPO Exchanges is treated as a single partner within the meaning of Regulations Section 1.7704-1(h) (and none of the Member’s beneficial owners is treated as a separate partner)), the Manager Managing Member may impose such restrictions on the Transfer of Units or other interests in the Company as the Manager Managing Member may reasonably determine in its sole discretion to be necessary or advisable so that the Company is not treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations Treasury Regulations promulgated thereunder. (d) 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 Manager 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 date of this Agreement or are created thereafter, with the written consent of the holder of such UnitsCompany. Such requirements, provisions and restrictions need not be uniform and may be waived or released by the Manager Managing Member in its sole discretion with respect to all or a portion of the Units owned by any one or more Members at any time and from time to time, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit (other than in accordance with ARTICLE XI) be made by any 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 pursuant to ARTICLE XI, such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable U.S. federal or state securities laws (including, without limitation, 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 (iA) all or any portion of the assets of the Company to (A1) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Member, or (B2) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (iiB) the Manager Managing Member to become a fiduciary with respect to any existing or contemplated Member, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the ManagerManaging Member, the Company does not receive such legal and/or tax opinions and written instruments (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 reasonably satisfactory to the Manager, as determined in the Manager’s sole discretionManaging Member; or (v) the Manager shall determine in its sole discretion that such Transfer would pose a material risk that the Company would be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code 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 Member holding at least 5% of the Class A Percentage Interest or Class B Percentage Interest, as applicable, or a Member holding at least 5% of the aggregate number of Series A Preferred Units then owned by all Members shall, in each case, be made by the Managing Member exercising its reasonable discretion. (c) In addition, notwithstanding any contrary provision in this Agreement, to the extent the Manager Managing Member shall reasonably determine that interests in the Company do not meet the requirements of Treasury Regulation Regulations Section 1.7704-1(h) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3); provided that, for such purpose, the Company and the Managing Member shall assume that each Original Member is treated as a single partner within the meaning of Treasury Regulations Section 1.7704-1(h) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3)) unless otherwise required by applicable Law), the Manager Managing Member may impose such restrictions on the Transfer of Units or other interests in the Company as the Manager Managing Member may reasonably determine in its sole discretion to be necessary or advisable so that the Company is not treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder. (d) Transfers of Units (other than (i) pursuant to an Exchange pursuant to ARTICLE XI or (ii) a Transfer of preferred Units) that are otherwise permitted by this ARTICLE VIII may only be made on the first day of a fiscal quarter of the Company, unless the Managing Member otherwise agrees. (e) To the fullest extent permitted by law, any Transfer in violation of this Article ARTICLE VIII shall be deemed null and void ab initio and of no effect. (f) Promptly following the occurrence of any Transfer, the Company shall cause Exhibit A hereto to be updated to reflect the occurrence of such Transfer.

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 Manager 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 date of this Agreement or are created thereafter, with the written consent of the holder of such UnitsCompany. Such requirements, provisions and restrictions need not be uniform and may be waived or released by the Manager Managing Member in its sole discretion with respect to all or a portion of the Units owned by any one (1) or more Members at any time and from time to time, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit (other than in accordance with ARTICLE XI) be made by any 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 pursuant to ARTICLE XI, such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable U.S. federal or state securities laws (including, without limitation, 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 (iA) all or any portion of the assets of the Company to (A1) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Member, or (B2) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (iiB) the Manager Managing Member to become a fiduciary with respect to any existing or contemplated Member, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the ManagerManaging Member, the Company does not receive such legal and/or tax opinions and written instruments (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 reasonably satisfactory to the Manager, as determined in the Manager’s sole discretionManaging Member; or (v) the Manager shall determine in its sole discretion that such Transfer would pose a material risk that the Company would be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder. (vi) 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 Member holding at least 5% of the Class A Percentage Interest or Class B Percentage Interest, as applicable, shall, in each case, be made by the Managing Member exercising its reasonable discretion. (c) In addition, notwithstanding any contrary provision in this Agreement, to the extent the Manager Managing Member shall reasonably determine that interests in the Company do not meet the requirements of Treasury Regulation Regulations Section 1.7704-1(h) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3); provided that, for such purpose, the Company and the Managing Member shall assume that each Original Member is treated as a single partner within the meaning of Treasury Regulations Section 1.7704-1(h) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3)) unless otherwise required by applicable Law), the Manager Managing Member may impose such restrictions on the Transfer of Units or other interests in the Company as the Manager Managing Member may reasonably determine in its sole discretion to be necessary or advisable so that the Company is not treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder. (d) Transfers of Units (other than pursuant to an Exchange pursuant to ARTICLE XI) that are otherwise permitted by this ARTICLE VIII may only be made on the first day of a fiscal quarter of the Company, unless the Managing Member otherwise agrees. (e) To the fullest extent permitted by law, any Transfer in violation of this Article ARTICLE VIII shall be deemed null and void ab initio and of no effect. (f) Promptly following the occurrence of any Transfer, the Company shall cause Exhibit A hereto to be updated to reflect the occurrence of such Transfer.

Further Restrictions. (a) Notwithstanding any contrary provision in this Agreement, the Manager Managing Member may impose such vesting requirements, forfeiture provisions, Transfer restrictions, minimum retained ownership requirements or other similar provisions with respect to any LTIP Units that are outstanding as of the date of this Agreement or are created thereafter, with the written consent of the holder of such LTIP Units. Such requirements, provisions and restrictions need not be uniform and may be waived or released by the Manager Managing Member in its sole discretion with respect to all or a portion of the LTIP Units owned by any one or more Members at any time and from time to time, and shall not not, to the fullest extent permitted by law, constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer (including an Exempt Transfer and, for purposes of clauses (ii), (iii) and (v) only, an Exempt Pledge) of a Unit be made by any 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) such Transfer would require the registration of such transferred Unit or of any Class class of Unit pursuant to any applicable U.S. federal or state securities laws (including, without limitation, 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 (iA) all or any portion of the assets of the Company to (A1) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Member, or (B2) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (iiB) the Manager Managing Member to become a fiduciary with respect to any existing or contemplated Member, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the ManagerManaging Member, the Company does not receive such legal and/or tax opinions and written instruments (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 ManagerManaging Member, as determined in the ManagerManaging Member’s sole discretion; or; (v) the Manager Managing Member shall determine in its sole discretion that such Transfer would (A) pose a material risk that the Company would be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder, or (B) result in the Company having more than one hundred (100) partners or, in the case of an Exempt Transfer, ninety (90) partners, in each case within the meaning of Treasury Regulations Section 1.7704-1(h)(1) (determined pursuant to the rules of Treasury Regulations Section 1.7704-1(h)(3)). (c) In addition, notwithstanding any contrary provision in this Agreement, to the extent the Manager Managing Member shall determine in good faith that interests in the Company do not meet the requirements of Treasury Regulation Section 1.7704-1(h), the Manager may impose such additional restrictions on the Transfer of Units or other interests in the Company as the Manager may determine in its sole discretion to be Transfers are necessary or advisable so that the Company is not treated as a “publicly traded partnership” within the meaning of under Section 7704 of the Code and Code, the regulations promulgated thereunderManaging Member may impose such additional restrictions on Transfers as the Managing Member has determined in good faith to be so necessary. (d) To the fullest extent permitted by lawNotwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Member unless such Member or the prospective transferee(s) of such Units shall have reimbursed the Company for all reasonable and documented out-of-pocket expenses (including attorneys’ fees and expenses) incurred and paid by the Company in violation connection with implementing such Transfer or proposed Transfer, whether or not consummated (other than Exchanges pursuant to Article XII or any Transfer to the Company). (e) Further, notwithstanding any contrary provision in this Agreement, no holder of this Article VIII shall be deemed null and void ab initio and Units may Transfer any Units or other Equity Securities of no effectthe Company to United HealthGroup Incorporated or an Affiliate thereof.

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 Manager 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 date of this Agreement or are created thereafter, with the written consent of the holder of such UnitsCompany. Such requirements, provisions and restrictions need not be uniform and may be waived or released by the Manager Managing Member in its sole discretion with respect to all or a portion of the Units owned by any one or more Members at any time and from time to time, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit (other than, in each case, in accordance with the Exchange Agreement) be made by any 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 Unit or of any Class of Unit pursuant to any applicable U.S. federal or state securities laws Laws (including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities laws (including Canadian provincial or territorial securities laws) Laws or would constitute a non-exempt distribution pursuant to applicable provincial or state securities lawsLaws; (iii) such Transfer would cause (i) all or any portion of the assets of the Company to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Member, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the Manager Managing Member to become a fiduciary with respect to any existing or contemplated Member, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the ManagerManaging Member, the Company does not receive such legal and/or tax opinions and written instruments (including, without limitation, 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 ManagerManaging Member, as determined in the ManagerManaging Member’s sole discretion; provided that no such legal and/or tax opinions shall be required for a Transfer by a Member holding at least 2% of the Common Percentage Interest (excluding, for purposes of this calculation, Common Units then owned by the Managing Member or any Subsidiary of the Managing Member); or (v) the Manager Managing Member shall reasonably determine in its sole discretion that such Transfer would pose a material risk that the Company would be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code 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 Member holding at least 2% of the Common Percentage Interest (excluding, for purposes of this calculation, Common Units then owned by the Managing Member or any Subsidiary of the Managing Member) 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 Manager Managing Member shall reasonably determine that interests in the Company do not meet the requirements of Treasury Regulation Section 1.7704-1(h) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3) in a taxable year, provided that, for such purpose, the Company and the Managing Member shall assume that each Continuing Member is treated as a single partner within the meaning of Treasury Regulations Section 1.7704-1(h) (determined taking into account the rules of Regulations Section 1.7704-1(h)(3)) unless otherwise required by applicable Law), the Manager in no event may impose such restrictions on the any Transfer or assignment of Units by any Member be made if such Transfer would (i) be considered to be effected on or other interests through an “established securities market” or a “secondary market or the substantial equivalent thereof” as such terms are used in Treasury Regulations Section 1.7704-1, (ii) materially increase the possibility of the Company as becoming a “publicly traded partnership” within the Manager may determine in its sole discretion meaning of Section 7704 of the Code, or (iii) cause the Company to be necessary or advisable so that the Company is not treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and or successor provision of the regulations promulgated thereunderCode or to be treated as an association taxable as a corporation pursuant to the Code. For the avoidance of doubt, any Transfer that constitutes a “block transfer” within the meaning of Treasury Regulation Section 1.7704-1(e)(2) shall not be considered to be (i) effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof” as such terms are used in Treasury Regulations Section 1.7704-1, (ii) materially increase the possibility of the Company becoming a “publicly traded partnership” within the meaning of Section 7704 of the Code, or (iii) cause the Company to be treated as a “publicly traded partnership.” (d) Transfers of Units (other than pursuant to an Exchange Transaction) that are otherwise permitted by this Article VIII may only be made on the first day of a fiscal quarter of the Company, unless the Managing Member otherwise agrees. (de) 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 Manager 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 date of this Agreement or are created thereafter, with the written consent of the holder of such UnitsCompany. Such requirements, provisions and restrictions need not be uniform and may be waived or released by the Manager Managing Member in its sole discretion with respect to all or a portion of the Units owned by any one or more Members at any time and from time to time, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit (other than in accordance with the Exchange Agreement) be made by any 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 Unit or of any Class of Unit pursuant to any applicable U.S. federal or state securities laws (including, without limitation, 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 (i) all or any portion of the assets of the Company to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Member, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the Manager Managing Member to become a fiduciary with respect to any existing or contemplated Member, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the ManagerManaging Member, the Company does not receive such legal and/or tax opinions and written instruments (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 ManagerManaging Member, as determined in the ManagerManaging Member’s sole discretion; provided that no such legal and/or tax opinions shall be required for a Transfer by a Member holding at least 5% of the Class A Percentage Interest; or (v) the Manager Managing Member shall reasonably determine in its sole discretion that such Transfer would pose a material risk that the Company would be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code 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 Member holding at least 5% of the Class A 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 Manager Managing Member shall reasonably determine that interests in the Company do not meet the requirements of Treasury Regulation Section 1.7704-1(h) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3), provided that, for such purpose, the Company and the Managing Member shall assume that each Original Member is treated as a single partner within the meaning of Regulations Section 1.7704-1(h) (determined taking into account the rules of Regulations Section 1.7704-1(h)(3)) unless otherwise required by applicable Law), the Manager Managing Member may impose such restrictions on the Transfer of Units or other interests in the Company as the Manager Managing Member may reasonably determine in its sole discretion to be necessary or advisable so that the Company is not treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder. (d) Transfers of Units (other than pursuant to an Exchange Transaction) that are otherwise permitted by this Article VIII may only be made on the first day of a fiscal quarter of the Company, unless the Managing Member otherwise agrees. (e) Units that are Unvested Units, LTIP Units, or Class P Units may not be Transferred (other than pursuant to an Exchange Transaction) without the Managing Member’s prior written consent, which may be given or withheld in its sole discretion. (f) 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 Manager Company or 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 the OpCo Board and the applicable Member and reflected in the books and records of the date of this Agreement or are created thereafter, with the written consent of the holder of such UnitsCompany. Such requirements, provisions and restrictions need not be uniform and may be waived or released by the Manager OpCo Board in its sole discretion with respect to all or a portion of the Units owned by any one or more Members at any time and from time to time, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit (other than, in each case, in accordance with the Exchange Agreement) be made by any Member or Assignee ifif the OpCo Board 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 Unit or of any Class of Unit pursuant to any applicable U.S. federal or state securities laws Laws (including, without limitation, the Securities Act or the Exchange Act) or other non-U.S. securities laws (including Canadian provincial or territorial securities laws) Laws or would constitute a non-exempt distribution pursuant to applicable provincial or state securities lawsLaws; (iii) such Transfer would cause (i) all or any portion of the assets of the Company to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Member, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the Manager OpCo Board or PubCo to become a fiduciary with respect to any existing or contemplated Member, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the ManagerOpCo Board, the Company does not receive such legal and/or tax opinions and written instruments (including, without limitation, 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 ManagerOpCo Board, as determined in the ManagerOpCo Board’s sole discretion; provided that, no such legal and/or tax opinions shall be required for a Transfer by a Member holding at least 2% of the Common Percentage Interest (excluding, for purposes of this calculation, Common Units then owned by the Managing Member (if any) or any Subsidiary of the Managing Member (if any)); or (v) the Manager OpCo Board shall reasonably determine in its sole discretion that such Transfer would pose a material risk that the Company would be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder. All determinations with respect to this Section 8.04 shall be made by the OpCo Board in its sole discretion; provided, however, that all such determinations with respect to a Member holding at least 2% of the Common Percentage Interest (excluding, for purposes of this calculation, Common Units then owned by the Managing Member (if any) or any Subsidiary of the Managing Member (if any)) shall be made by the OpCo Board exercising its reasonable discretion. (c) In addition, notwithstanding any contrary provision in this Agreement, to the extent the Manager OpCo Board shall reasonably determine that interests in the Company do not meet the requirements of Treasury Regulation Section 1.7704-1(h) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3) in a taxable year, provided that, for such purpose, the Company and the OpCo Board shall assume that each Continuing Member is treated as a single partner within the meaning of Treasury Regulations Section 1.7704-1(h) (determined taking into account the rules of Regulations Section 1.7704-1(h)(3)) unless otherwise required by applicable Law), the Manager in no event may impose such restrictions on the any Transfer or assignment of Units by any Member be made if such Transfer would (i) be considered to be effected on or other interests through an “established securities market” or a “secondary market or the substantial equivalent thereof” as such terms are used in Treasury Regulations Section 1.7704-1, (ii) materially increase the possibility of the Company as becoming a “publicly traded partnership” within the Manager may determine in its sole discretion meaning of Section 7704 of the Code, or (iii) cause the Company to be necessary or advisable so that the Company is not treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and or successor provision of the regulations promulgated thereunderCode or to be treated as an association taxable as a corporation pursuant to the Code. For the avoidance of doubt, any Transfer that constitutes a “block transfer” within the meaning of Treasury Regulation Section 1.7704-1(e)(2) shall not be considered to be (i) effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof” as such terms are used in Treasury Regulations Section 1.7704-1, (ii) materially increase the possibility of the Company becoming a “publicly traded partnership” within the meaning of Section 7704 of the Code, or (iii) cause the Company to be treated as a “publicly traded partnership.” For purposes of determining whether a Transfer is a “block transfer” if at any time the Company is managed by a Managing Member such Managing Member shall be treated as a “general partner.” (d) Transfers of Units (other than pursuant to an Exchange Transaction) that are otherwise permitted by this Article VIII may only be made on the first day of a fiscal quarter of the Company, unless the OpCo Board otherwise agrees. (de) 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 Manager 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 date of this Agreement or are created thereafter, with the written consent of the holder of such UnitsCompany. Such requirements, provisions and restrictions need not be uniform and may be waived or released by the Manager Managing Member in its sole discretion with respect to all or a portion of the Units owned by any one or more Members at any time and from time to time, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit (other than in accordance with Article XI) be made by any 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 pursuant to Article XI, such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable U.S. federal or state securities laws (including, without limitation, 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 (i) all or any portion of the assets of the Company to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Member, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the Manager Managing Member to become a fiduciary with respect to any existing or contemplated Member, pursuant to ERISA, any applicable Similar Law, or otherwise; (iv) to the extent requested by the ManagerManaging Member, the Company does not receive such legal and/or tax opinions and written instruments (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 reasonably satisfactory to the Manager, as determined in the Manager’s sole discretionManaging Member; or (v) the Manager Managing Member shall reasonably determine in its sole discretion that such Transfer would pose a material risk that the Company would be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code 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 Member holding at least 5% of the Class A Percentage Interest or Class B Percentage Interest, as applicable, 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 Manager Managing Member shall reasonably determine that interests in the Company do not meet the requirements of Treasury Regulation Regulations Section 1.7704-1(h) (determined taking into account the rules of Treasury Regulations Section 1.7704- 1(h)(3), provided that, for such purpose, the Company and the Managing Member shall assume that each Original Member is treated as a single partner within the meaning of Regulations Section 1.7704 1(h) (determined taking into account the rules of Regulations Section 1.7704-1(h)(3)) unless otherwise required by applicable Law), the Manager Managing Member may impose such restrictions on the Transfer of Units or other interests in the Company as the Manager Managing Member may reasonably determine in its sole discretion to be necessary or advisable so that the Company is not treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder. (d) Transfers of Units (other than (i) pursuant to an Exchange pursuant to Article XI or (ii) a Transfer of preferred Units) that are otherwise permitted by this Article VIII may only be made on the first day of a fiscal quarter of the Company, unless the Managing Member otherwise agrees. (e) 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. (f) Promptly following the occurrence of any Transfer, the Company shall cause Exhibit A to this Agreement to be updated to reflect the occurrence of such Transfer.