Common use of Investment Purposes; Rule 144 Clause in Contracts

Investment Purposes; Rule 144. (i) Purchaser is acquiring the Shares solely for investment for Purchaser’s own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Purchaser understands that the Shares have not been registered under the Securities Act or applicable state and other securities laws by reason of a specific exemption from the registration provisions of the Securities Act and applicable state and other securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Purchaser’s representations as expressed herein. Purchaser understands that the Company is relying, in part, upon the representations and warranties contained in this agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) Purchaser acknowledges and understands that Purchaser must bear the economic risk of Purchaser’s investment in the Shares for an indefinite period of time because the Shares are not transferable except in very limited circumstances and must be held indefinitely unless subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available. Purchaser understands that the Company has not agreed to and does not plan to file a registration statement to register the resale of the Shares and any securities to be received in respect thereof under the Securities Act. (iii) Purchaser is aware of the current provisions of Rule 144 promulgated under the Securities Act which permit resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information about the issuer of the securities and the resale occurring not less than one year after a party has purchased from an issuer or its affiliate and paid the full purchase price for the securities to be sold. Purchaser understands that if the Company otherwise agrees to a transfer of the Shares, the Company will not transfer and any transfer agent of the Company will be issued stop-transfer instructions with respect to such Shares unless such transfer is subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available.

Investment Purposes; Rule 144. (i) Purchaser The Executive is acquiring the Shares Executive Membership Interest and any securities to be received in respect thereof solely for investment for Purchaser’s its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Purchaser The Executive understands that the Shares have Executive Membership Interest has not been registered under the Securities Act or applicable state and other securities laws by reason of a specific exemption from the registration provisions of the Securities Act and applicable state and other securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Purchaser’s the Executive's representations as expressed herein. Purchaser The Executive understands that the Company is relying, in part, upon the representations and warranties contained in this agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) Purchaser The Executive acknowledges and understands that Purchaser it must bear the economic risk of Purchaser’s its investment in the Shares Executive Membership Interest and any securities to be received in respect thereof for an indefinite period of time because the Shares are Executive Membership Interest is not transferable except in very limited circumstances and must be held indefinitely unless subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available. Purchaser The Executive understands that the Company has not agreed to and does not plan to file a registration statement to register the resale of the Shares Executive Membership Interest and any securities to be received in respect thereof under the Securities Act. (iii) Purchaser The Executive is aware of the current provisions of Rule 144 promulgated under the Securities Act which permit resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information about the issuer of the securities and the resale occurring not less than one year after a party has purchased from an issuer or its affiliate and paid the full purchase price for the securities to be sold. Purchaser The Executive understands that if the Company otherwise agrees to a transfer of the SharesExecutive Membership Interest and any securities to be received in respect thereto, the Company will not transfer and any transfer agent of the Company will be issued stop-transfer instructions with respect to such Shares the Executive Membership Interest and any securities to be received in respect thereof unless such transfer is subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available.

Investment Purposes; Rule 144. (i) Purchaser Each of Seller and the Member is acquiring the Shares Unit Consideration solely for investment for Purchaser’s its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Purchaser Each of Seller and the Member understands that the Shares have Unit Consideration has not been registered under the Securities Act or applicable state and other securities laws by reason of a specific exemption from the registration provisions of the Securities Act and applicable state and other securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of PurchaserSeller’s and Member’s representations as expressed herein. Purchaser Each of Seller and the Member understands that the Company is Partnership and Buyer are relying, in part, upon the representations and warranties contained in this agreement Section 3.8 for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) Purchaser Each of Seller and the Member acknowledges and understands that Purchaser it must bear the economic risk of Purchaser’s its investment in the Shares Unit Consideration for an indefinite period of time because the Shares are not transferable except in very limited circumstances and Unit Consideration must be held indefinitely unless subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available. Purchaser understands that In addition, the Company has not agreed Unit Consideration is subject to and does not plan to file a registration statement to register the resale of the Shares and any securities to be received restrictions on transfer in respect thereof under the Securities ActSection 6.18. (iii) Purchaser Each of Seller and the Member is aware of the current provisions of Rule 144 promulgated under the Securities Act which permit resale limited resales of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the securities, the availability of certain current public information about the issuer of the securities and securities, the resale occurring not less than one year after a party has purchased from an issuer or its affiliate and paid the full purchase price for the securities to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of securities being sold during any three month period not exceeding specified limitations. Purchaser Each of Seller and the Member understands that if the Company otherwise agrees to a transfer of the Shares, the Company will not transfer and any transfer agent of the Company Partnership will be issued stop-stop transfer instructions with respect to such Shares the Unit Consideration unless such transfer is subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available.

Investment Purposes; Rule 144. (i1) Purchaser The Participant is acquiring the Shares Option and any securities to be received in respect thereof solely for investment for Purchaser’s its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Purchaser The Participant understands that the Shares have Option has not been registered under the Securities Act or applicable state and other securities laws by reason of a specific exemption from the registration provisions of the Securities Act and applicable state and other securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Purchaserthe Participant’s representations as expressed herein. Purchaser The Participant understands that the Company is relying, in part, upon the representations and warranties contained in this agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii2) Purchaser The Participant acknowledges and understands that Purchaser it must bear the economic risk of Purchaser’s its investment in the Shares Option and any securities to be received in respect thereof for an indefinite period of time because the Shares are Option is not transferable except in very limited circumstances and must be held indefinitely unless subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available. Purchaser The Participant understands that the Company has not agreed to and does not plan to file a registration statement to register the resale of the Shares Option and any securities to be received in respect thereof under the Securities Act. (iii3) Purchaser The Participant is aware of the current provisions of Rule 144 promulgated under the Securities Act which permit resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information about the issuer of the securities and the resale occurring not less than one year after a party has purchased from an issuer or its affiliate and paid the full purchase price for the securities to be sold. Purchaser The Participant understands that if the Company otherwise agrees to a transfer of the SharesOption and any securities to be received in respect thereto, the Company will not transfer and any transfer agent of the Company will be issued stop-transfer instructions with respect to such Shares Option and any securities to be received in respect thereof unless such transfer is subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available.

Investment Purposes; Rule 144. (i) Purchaser The Executive is acquiring the Shares Executive Membership Interest and any securities to be received in respect thereof solely for investment for Purchaser’s its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Purchaser The Executive understands that the Shares have Executive Membership Interest has not been registered under the Securities Act or applicable state and other securities laws by reason of a specific exemption from the registration provisions of the Securities Act and applicable state and other securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Purchaserthe Executive’s representations as expressed herein. Purchaser The Executive understands that the Company is relying, in part, upon the representations and warranties contained in this agreement for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) Purchaser The Executive acknowledges and understands that Purchaser it must bear the economic risk of Purchaser’s its investment in the Shares Executive Membership Interest and any securities to be received in respect thereof for an indefinite period of time because the Shares are Executive Membership Interest is not transferable except in very limited circumstances and must be held indefinitely unless subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available. Purchaser The Executive understands that the Company has not agreed to and does not plan to file a registration statement to register the resale of the Shares Executive Membership Interest and any securities to be received in respect thereof under the Securities Act. (iii) Purchaser The Executive is aware of the current provisions of Rule 144 promulgated under the Securities Act which permit resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information about the issuer of the securities and the resale occurring not less than one year after a party has purchased from an issuer or its affiliate and paid the full purchase price for the securities to be sold. Purchaser The Executive understands that if the Company otherwise agrees to a transfer of the SharesExecutive Membership Interest and any securities to be received in respect thereto, the Company will not transfer and any transfer agent of the Company will be issued stop-transfer instructions with respect to such Shares the Executive Membership Interest and any securities to be received in respect thereof unless such transfer is subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available.

Investment Purposes; Rule 144. (ia) Purchaser The Founder is acquiring the Shares solely for investment for Purchaser’s his own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Purchaser The Founder understands that the Shares have not been registered under the Securities Act or applicable state and other securities laws by reason of a specific exemption from the registration provisions of the Securities Act and applicable state and other securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Purchaser’s the Founders' representations as expressed herein. Purchaser The Founder understands that the Company is relying, in part, upon the representations and warranties contained in this agreement Agreement for the purpose of determining whether this transaction meets the Combination Transactions meet the requirements for such exemptions. (iib) Purchaser The Founder acknowledges and understands that Purchaser he must bear the economic risk of Purchaser’s his investment in the Shares for an indefinite period of time because the Shares are not transferable except in very limited circumstances and must be held indefinitely unless subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available. Purchaser The Founder understands that that, except as described in the Offering Memorandum, the Company has not agreed to and does not plan to file a registration statement to register the resale of the Shares and any securities to be received in respect thereof under the Securities Act. (iiic) Purchaser The Founder is aware of the current provisions of Rule 144 promulgated under the Securities Act ("Rule 144") which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, including among other things, the existence of a public market for the securities, the availability of certain current public information about the issuer of the securities and securities, the resale occurring not less than one year after a party has purchased from an issuer or its affiliate and paid the full purchase price for the securities to be sold, the sale being effected through a "broker's transaction" or in transactions directly with a "market maker" and the number of securities being sold during any three-month period not exceeding specified limitations. Purchaser The Founder understands that if the Company otherwise agrees to a transfer of the Shares, the Company will not transfer and any transfer agent of the Company will be issued stop-transfer instructions with respect to such Shares unless such transfer is subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available. The Founder understands that for purposes of Rule 144, he will be deemed an affiliate of the Company.

Investment Purposes; Rule 144. (i) Purchaser Seller is acquiring the Shares Closing Common Units solely for investment for Purchaser’s its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Purchaser Seller understands that the Shares Closing Common Units have not been registered under the Securities Act or applicable state and other securities laws by reason of a specific exemption from the registration provisions of the Securities Act and applicable state and other securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of PurchaserSeller’s representations as expressed herein. Purchaser Seller understands that the Company is Partnership and Buyer are relying, in part, upon the representations and warranties contained in this agreement Section 3.31(c) for the purpose of determining whether this transaction meets the requirements for such exemptions. (ii) Purchaser Seller acknowledges and understands that Purchaser it must bear the economic risk of Purchaser’s its investment in the Shares Closing Common Units for an indefinite period of time because the Shares are not transferable except in very limited circumstances and Closing Common Units must be held indefinitely unless subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available. Purchaser understands that In addition, the Company has not agreed Closing Common Units are subject to and does not plan to file a registration statement to register the resale of the Shares and any securities to be received restrictions on transfer in respect thereof under the Securities ActSection 5.11. (iii) Purchaser Seller is aware of the current provisions of Rule 144 promulgated under the Securities Act which permit resale limited resales of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the securities, the availability of certain current public information about the issuer of the securities and securities, the resale occurring not less than one year after a party has purchased from an issuer or its affiliate and paid the full purchase price for the securities to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of securities being sold during any three month period not exceeding specified limitations. Purchaser Seller understands that if the Company otherwise agrees to a transfer of the Shares, the Company will not transfer and any transfer agent of the Company Partnership will be issued stop-stop transfer instructions with respect to such Shares Closing Common Units unless such transfer is subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available.