Common use of Issuance of Additional Units Clause in Contracts

Issuance of Additional Units. (a) Subject to the provisions of this Article III, the Managing Member shall have the right to cause the Company to issue or create and issue at any time after the date hereof, additional Company Interests in the form of Units, at any time and from time to time, in one or more classes, or one or more series of any such classes, with such designations, preferences, conversion or other rights, voting powers, restrictions, rights to distributions, qualifications and terms and conditions of redemption (including rights that may be senior to or otherwise entitled to preference over existing Company Interests) as are set forth in a written document thereafter attached to and made an exhibit to this Agreement, which exhibit shall be an amendment to this Agreement and shall be incorporated herein by reference (each, a “Unit Designation”), provided they are substantially equivalent to the additional Equity Securities issued from time to time by INC. Upon the issuance of any additional Units, the Company shall amend the Schedule of Members and the books and records of the Company as appropriate to reflect the issuance. (b) Except pursuant to a subdivision or combination of the Units referred to in Section 3.05(d), no additional Units shall be issued to INC unless (i) (A) the additional Units are (x) Class A Units issued in connection with an issuance of Class A Common Shares, (y) Class B Units issued in connection with an issuance of Class B-1 Common Shares or (z) Company Equivalent Units (other than Company Common Units) issued in connection with an issuance of Equity Securities (other than Common Shares) and (B) subject to the proviso in Section 3.05(c) with respect to expenses or other obligations of INC, INC contributed to the Company the cash proceeds or other consideration received by it, if any, in connection with the issuance of Equity Securities or (ii) the additional Units are issued upon the conversion, redemption or exchange of Debt, Units or other securities issued by the Company. (c) INC shall not issue any additional Equity Securities unless INC contributes the cash proceeds or other consideration received, if any, from the issuance of the additional Equity Securities including from the exercise of the rights contained in any additional New Securities to the Company in exchange for (x) in the case of an issuance of Class A Common Shares, Class A Units, (y) in the case of an issuance of Class B-1 Common Shares, Class B Units or (z) in the case of an issuance of Equity Securities (other than Common Shares), Company Equivalent Units; provided, however, that if INC issues any Equity Securities some or all of the net proceeds of which are to be used to fund expenses or other obligations of INC for which INC would be permitted to be reimbursed pursuant to Section 6.04, then INC shall not be required to transfer any such proceeds to the Company to the extent the proceeds are used or will be used to fund those expenses or obligations. In consideration of the receipt by the Company of the proceeds or other consideration received in respect of any such issuance, the Company shall pay INC’s expenses associated with the issuance, including any underwriting discounts or commissions. If INC issues any additional Equity Securities, the Company shall, pursuant to and, in accordance with, this Section 3.05(c) without any further act, approval or vote of any Member, issue a number of the corresponding Company Equivalent Units to INC equal to the number of Equity Securities so issued. (d) The Company shall not in any manner effect any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the outstanding Units unless accompanied by an identical subdivision or combination, as applicable, of the corresponding outstanding Equity Securities, with corresponding changes made with respect to any other exchangeable or convertible securities. INC shall not in any manner effect any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the outstanding Equity Securities unless accompanied by an identical subdivision or combination, as applicable, of the corresponding outstanding Units, with corresponding changes made with respect to any other exchangeable or convertible securities. For the avoidance of doubt, (i) Class B-1 Common Shares shall be deemed to correspond to Class B Units and (ii) Class A Common Shares and Class B-2 Common Shares shall be deemed to correspond to Class A Units. (e) Notwithstanding anything herein to the contrary, if at any time, the Company issues Class A Units to a Non-Managing Member, INC shall issue to that Member an equivalent number of Class B-2 Common Shares and such Class A Units and Class B-2 Common Shares shall constitute Paired Interests for purposes of this Agreement. (f) Except as expressly provided in this Agreement (including in any Unit Designation), no Person shall have any preemptive, preferential, participation or similar rights to subscribe for, or acquire, any Company Interest.

Issuance of Additional Units. (a) Subject to the provisions of this Article III, the Managing Member shall have the right to cause the Company to issue or create and issue at At any time after the date hereof, without the consent of any Limited Partner, the General Partner may cause the Partnership to issue additional Company Interests Units (including Common Units and Preferred Units) to the Parent REIT, the Subsidiary REIT, the Regency Partner (in connection with a contribution of Properties pursuant to the form Exclusivity Agreement) or an Affiliate of Units, at any time the Regency Partner (in connection with a contribution of Properties pursuant to the Exclusivity Agreement) and from time reflect such issuance on an amendment or supplement to timeExhibit A, in one or more classesexchange for Capital Contributions; provided, or one or more series of any such classeshowever, with such designations, preferences, conversion or other rights, voting powers, restrictions, rights to distributions, qualifications and terms and conditions of redemption (including rights that may be senior to or otherwise entitled to preference over existing Company Interests) as are set forth in a written document thereafter attached to and made an exhibit to this Agreement, which exhibit shall be an amendment to this Agreement and shall be incorporated herein by reference (each, a “Unit Designation”), provided they are substantially equivalent to the additional Equity Securities issued from time to time by INC. Upon the issuance of any additional Units, Common Units at other than Net Asset Value Per Unit is subject to the Company shall amend the Schedule of Members and the books and records approval of the Company Advisory Council, pursuant to Section 5.5(g), except that during the Initial Investment Period Common Units shall be issued at a price equal to the greater of Net Asset Value Per Unit or one thousand dollars ($1,000) per Unit provided, however, that Common Units issued as appropriate a result of the investment of proceeds from the issuance of Fund Limited Partner Units to reflect Fund Limited Partners that became Fund Limited Partners prior to June 30, 2007 will be issued at one thousand dollars ($1,000) per Common Unit until such time as all Fund Limited Partners that became Fund Limited Partners prior to June 30, 2007 (other than any Delinquent Limited Partner (as defined in the issuanceFund Partnership Agreement) or any other Fund Limited Partner that is delinquent in making capital contributions to a Feeder Partnership) have made Capital Contributions such that they all have the same Unfunded Capital Percentage. The Partnership shall not issue additional Preferred Units unless it is necessary or advisable to do so in order to maintain the status of the Subsidiary REIT or Parent REIT as a REIT. The Partnership shall not issue any partnership interests or equity securities other than Preferred Units or Common Units issued in accordance with this Section 2.3. (b) Except pursuant to a subdivision or combination of as otherwise provided herein, from and after the Units referred to in Section 3.05(d)date hereof, no the Subsidiary REIT shall not issue any additional Units shall be issued to INC unless (i) (A) the additional Units are (x) Class A Units issued in connection with an issuance of Class A Common Shares, (y) Class B Units issued in connection with an issuance of Class B-1 Subsidiary REIT Common Shares or Subsidiary REIT Preferred Shares, unless (z1) Company Equivalent Units (other than Company Common Units) issued in connection with an issuance of Equity Securities (other than Common Shares) and (B) subject the Subsidiary REIT contributes to the proviso in Section 3.05(c) with respect to expenses or other obligations of INC, INC contributed to Partnership the Company the cash net proceeds or other consideration received by it, if any, in connection with from the issuance of Equity Securities such Subsidiary REIT Common Shares or Subsidiary REIT Preferred Shares; and (ii2) the additional Units are issued upon General Partner causes the conversion, redemption or exchange of Debt, Partnership to issue to the Subsidiary REIT either Common Units or Preferred Units having designations, preferences and other securities issued by rights, all such that the Companyeconomic interests are substantially similar to those of the Subsidiary REIT Common Shares or Subsidiary REIT Preferred Shares. (c) INC Except as otherwise provided herein, from and after the date hereof, the Parent REIT shall not issue any additional Equity Securities Parent REIT Preferred Shares, unless INC (1) the Parent REIT contributes to the cash Partnership the net proceeds or other consideration received, if any, from the issuance of such Parent REIT Preferred Shares; and (2) the additional Equity Securities including from General Partner causes the exercise Partnership to issue to the Parent REIT Preferred Units having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the rights contained in any additional New Securities to the Company in exchange for (x) in the case of an issuance of Class A Common Parent REIT Preferred Shares, Class A Units, (y) in the case of an issuance of Class B-1 Common Shares, Class B Units or (z) in the case of an issuance of Equity Securities (other than Common Shares), Company Equivalent Units; provided, however, that if INC issues any Equity Securities some or all of the net proceeds of which are to be used to fund expenses or other obligations of INC for which INC would be permitted to be reimbursed pursuant to Section 6.04, then INC shall not be required to transfer any such proceeds to the Company to the extent the proceeds are used or will be used to fund those expenses or obligations. In consideration of the receipt by the Company of the proceeds or other consideration received in respect of any such issuance, the Company shall pay INC’s expenses associated with the issuance, including any underwriting discounts or commissions. If INC issues any additional Equity Securities, the Company shall, pursuant to and, in accordance with, this Section 3.05(c) without any further act, approval or vote of any Member, issue a number of the corresponding Company Equivalent Units to INC equal to the number of Equity Securities so issued. (d) The Company General Partner shall not in any manner effect any subdivision (by any stock split, stock dividend, reclassification, recapitalization accept contributions from or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) issue Common Units to the Subsidiary REIT for proceeds resulting from the issuance of the outstanding Units unless accompanied by an identical subdivision or combination, as applicable, of the corresponding outstanding Equity Securities, with corresponding changes made with respect to any other exchangeable or convertible securities. INC shall not in any manner effect any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the outstanding Equity Securities unless accompanied by an identical subdivision or combination, as applicable, of the corresponding outstanding Units, with corresponding changes made with respect to any other exchangeable or convertible securities. For the avoidance of doubt, (i) Class B-1 Subsidiary REIT Common Shares shall be deemed to correspond to Class B Units a Feeder Partnership unless and (ii) Class A Common Shares and Class B-2 Common Shares shall be deemed to correspond to Class A Units. (e) Notwithstanding anything herein until such Feeder Partnership has become a party to the contrary, if at any time, the Company issues Class A Units to a Non-Managing Member, INC shall issue to that Member an equivalent number of Class B-2 Common Shares Umbrella Agreement and such Class A Units and Class B-2 Common Shares shall constitute Paired Interests for purposes of this Agreementcomplied with its obligations thereunder. (f) Except as expressly provided in this Agreement (including in any Unit Designation), no Person shall have any preemptive, preferential, participation or similar rights to subscribe for, or acquire, any Company Interest.

Issuance of Additional Units. (ai) Subject After the Effective Date, the Partnership may issue additional Preferred Units to the provisions Institutional Investor and the Intrepid Investor in accordance with the terms of this Article IIISection 3.1(c)(i) and Section 3.1(c)(iii) with a purchase price for each such Preferred Unit of $1,000 per Preferred Unit, as determined by the Managing Member shall have General Partner and subject to the right to cause the Company to issue or create and issue at any time after the date hereof, additional Company Interests limitations contained in the form of Units, at any time and from time GP LLC Agreement. Prior to time, in one or more classes, or one or more series of issuing any such classes, with such designations, preferences, conversion or other rights, voting powers, restrictions, rights to distributions, qualifications and terms and conditions of redemption (including rights that may be senior to or otherwise entitled to preference over existing Company Interests) as are set forth in a written document thereafter attached to and made an exhibit to this Agreement, which exhibit shall be an amendment to this Agreement and shall be incorporated herein by reference (each, a “Unit Designation”), provided they are substantially equivalent to the additional Equity Securities issued from time to time by INC. Upon the issuance of any additional Preferred Units, the Company General Partner shall amend send a written notice notifying the Schedule of Members Institutional Investor and the books and records Intrepid Investor of the Company as appropriate number of additional Preferred Units the Partnership desires to reflect issue. Upon receipt of such notice, the Intrepid Investor shall have ten (10) Business Days to elect to participate in such issuance (the “Intrepid Election Period”). The Intrepid Investor may purchase up to three percent (3.0%) of such additional Preferred Units by delivering written notice to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period, which notice shall be irrevocable and shall identify how many of the additional Preferred Units the Intrepid Investor desires to purchase. If the Intrepid Investor fails to deliver such written notice to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period irrevocably committing the Intrepid Investor to purchase three percent (3%) of such additional Preferred Units in the issuance (or at least such lesser amount that would result in the Intrepid Investor owning not more than a total of 24,000 Preferred Units in the aggregate after giving effect to the purchase), then the Intrepid Investor shall not be permitted to participate in such issuance. (bii) Except If, after the Effective Date, (A) an event of default or borrowing base deficiency (or analogous term or event) under any Senior Debt Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries (including, without limitation, any Replacement Credit Agreement) has occurred and such event of default remains uncured by the Partnership or other Subsidiary, as applicable, then for ten (10) Business Days following receipt by the General Partner of notice of such event or default or (B) any Senior Debt Agreement, Replacement Credit Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries prohibits either the payment by the Partnership of any Tax Distributions or, following the date that is 12 months following the Effective Date, Distributions in cash on the Preferred Units pursuant to a subdivision or combination Section 4.1(b) and such prohibition persists for ten (10) Business Days after the date such Distribution is due to be paid, then, the Institutional Investor shall have the right, in its sole discretion, to elect to cause the Partnership to issue additional Preferred Units, which number of the Units referred to in Section 3.05(d), no additional Preferred Units shall be determined by the Institutional Investor and the Intrepid Investor in accordance with this Section 3.01(c)(ii) and Section 3.01(c)(iii) in its sole discretion following consultation with the Board, to the Institutional Investor and the Intrepid Investor on the same terms and conditions that the Preferred Units were issued to INC unless the Institutional Investor on the Effective Date. In order to exercise such right, the Institutional Investor shall deliver a written notice (ian “Additional Preferred Units Notice”) to the General Partner and to the Intrepid Investor setting forth the request and the number of Preferred Units to be issued by the Partnership. Upon receipt of the Additional Preferred Units Notice for a period of ten (A10) Business Days after receiving such notice, the additional Intrepid Investor may elect to purchase up to three percent (3%) of the number of Preferred Units are identified in the Additional Preferred Units Notice by delivering a written notice to the General Partner and the Institutional Investor notifying them of such election and irrevocably committing to purchase an identified number of Preferred Units. After the conclusion of such ten (10) Business Days, the General Partner and the Board shall be required to cause the Partnership (x) Class to enter into a purchase agreement with the Institutional Investor and, if the Intrepid Investor elects to participate, the Intrepid Investor, in substantially the same form attached hereto as Exhibit A Units issued in connection (with an issuance of Class A Common Shares, any such changes to the extent the parties thereto may mutually agree) and (y) Class B to issue the number of Preferred Units issued set forth in connection the Additional Preferred Units Notice within twenty (20) Business Days of receipt of the Additional Preferred Units Notice in accordance with an such Securities Purchase Agreement. The Partnership shall use the proceeds from the issuance of Class B-1 Common Shares such Preferred Units to the Institutional Investor and, if the Intrepid Investor elected to participate, the Intrepid Investor, solely to apply to outstanding Indebtedness of the Partnership and its Subsidiaries under the Senior Debt Agreements or any other agreements governing any material Indebtedness of the Partnership or any of its Subsidiaries (zincluding a Replacement Credit Agreement) Company Equivalent Units so as to remedy the applicable condition(s) described in clauses (other than Company Common Units) issued in connection with an issuance of Equity Securities (other than Common SharesA) and (B) subject of this Section 3.1(c)(ii). (iii) If (A) additional Preferred Units are to be issued pursuant to Section 3.1(c)(i) or Section 3.1(c)(ii) at any time during the period commencing on the Effective Date and ending on the second anniversary of the Effective Date, (B) the total number of Preferred Units then outstanding is not in excess of 800,000 Preferred Units and (C) the Intrepid Investor does not elect to purchase three percent (3.0%) of the proposed issuance (whether by failing to respond or expressly declining to participate), then the Institutional Investor shall have ten (10) Business Days after such failure or refusal by the Intrepid Investor to deliver to the proviso in Section 3.05(c) with respect Intrepid Investor a written election notice, which shall be irrevocable (a “Purchase Notice”), stating that the Institutional Investor commits to expenses or other obligations of INC, INC contributed to purchase the Company Preferred Units held by the cash proceeds or other consideration received by itIntrepid Investor and its Permitted Transferees, if any, in connection with at a price per Preferred Unit equal to the issuance lesser of Equity Securities or (ii1) the additional Units are issued upon the conversion, redemption or exchange of Debt, Units or other securities issued by the Company. $650.00 and (c2) INC shall not issue any additional Equity Securities unless INC contributes the cash proceeds or other consideration received, if any, from the issuance sixty-five percent (65.0%) of the additional Equity Securities including from the exercise fair market value of the rights contained a Preferred Unit, payable in any additional New Securities to the Company in exchange for (x) in the case of an issuance of Class A Common Shares, Class A Units, (y) in the case of an issuance of Class B-1 Common Shares, Class B Units cash or (z) in the case of an issuance of Equity Securities (other than Common Shares), Company Equivalent Unitsimmediately available funds; provided, however, that in no event will the Institutional Investor have the right to so purchase Preferred Units from the Intrepid Investor and its Permitted Transferees, if INC issues any Equity Securities some or all of the net proceeds of which are to be used to fund expenses or other obligations of INC for which INC would be permitted to be reimbursed pursuant to Section 6.04, then INC shall not be required to transfer any such proceeds to the Company to the extent the proceeds are used or will be used to fund those expenses or obligations. In consideration of the receipt by the Company of the proceeds or other consideration received in respect of any such issuance, the Company shall pay INC’s expenses associated with the issuance, including any underwriting discounts or commissions. If INC issues any additional Equity Securities, the Company shallany, pursuant to andthe Purchase Election if the Intrepid Investor and its Permitted Transferees, if any, (X) then own not less than a total of 24,000 Preferred Units in accordance with, this Section 3.05(cthe aggregate (including any Preferred Units proposed by Intrepid to be purchased concurrently with such proposed issuance) without any further act, approval or vote of any Member, issue (Y) has or have elected to purchase a number of additional Preferred Units such that the corresponding Company Equivalent total number of Preferred Units that will be owned after giving effect to INC equal such purchase(s) by the Intrepid Investor and its Permitted Transferee(s), if any, will not be less than 24,000. The closing of the purchase by the Institutional Investor from the Intrepid Investor and its Permitted Transferee(s), if any, of the Preferred Units owned by the Intrepid Investor and such Permitted Transferee(s) shall occur within ten (10) Business Days after delivery of the Purchase Notice to the number of Equity Securities so issuedIntrepid Investor. (div) The Company shall not in At any manner effect any subdivision (by any stock splittime following the Effective Date, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the outstanding Units unless accompanied by an identical subdivision or combinationPartnership may issue Common Units, as applicable, of determined by the corresponding outstanding Equity Securities, with corresponding changes made with respect to any other exchangeable or convertible securities. INC shall not in any manner effect any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the outstanding Equity Securities unless accompanied by an identical subdivision or combination, as applicable, of the corresponding outstanding Units, with corresponding changes made with respect to any other exchangeable or convertible securities. For the avoidance of doubt, (i) Class B-1 Common Shares shall be deemed to correspond to Class B Units and (ii) Class A Common Shares and Class B-2 Common Shares shall be deemed to correspond to Class A UnitsGeneral Partner. (e) Notwithstanding anything herein to the contrary, if at any time, the Company issues Class A Units to a Non-Managing Member, INC shall issue to that Member an equivalent number of Class B-2 Common Shares and such Class A Units and Class B-2 Common Shares shall constitute Paired Interests for purposes of this Agreement. (f) Except as expressly provided in this Agreement (including in any Unit Designation), no Person shall have any preemptive, preferential, participation or similar rights to subscribe for, or acquire, any Company Interest.

Issuance of Additional Units. (a) Subject to the provisions of this Article III, the Managing Member shall have the right to cause the Company to issue or create and issue at any time after the date hereof, additional Company Interests in the form of Units, at any time and from time to time, in one or more classes, or one or more series of any such classes, with such designations, preferences, conversion or other rights, voting powers, restrictions, rights to distributions, qualifications and terms and conditions of redemption (including rights that may be senior to or otherwise entitled to preference over existing Company Interests) as are set forth in a written document thereafter attached to and made an exhibit to this Agreement, which exhibit shall be an amendment to this Agreement and shall be incorporated herein by reference (each, a “Unit Designation”), provided they are substantially equivalent to the additional Equity Securities issued from time to time by INC. Upon the issuance of any additional Units, the Company shall amend the Schedule of Members and the books and records of the Company as appropriate to reflect the issuance. (b) Except pursuant to a subdivision or combination of the Units referred to in Section 3.05(d), no additional Units shall be issued to INC unless (i) (A) the additional Units are (x) Class A Units issued in connection with an issuance of Class A Common Shares, (y) Class B Units issued in connection with an issuance of Class B-1 Common Shares or (z) Company Equivalent Units (other than Company Common Units) issued in connection with an issuance of Equity Securities (other than Common Shares) and (B) subject to the proviso in Section 3.05(c) with respect to expenses or other obligations of INC, INC contributed to the Company the cash proceeds or other consideration received by it, if any, in connection with the issuance of Equity Securities or (ii) the additional Units are issued upon the conversion, redemption or exchange of Debt, Units or other securities issued by the Company. (c) INC shall not issue any additional Equity Securities unless INC contributes the cash proceeds or other consideration received, if any, from the issuance of the additional Equity Securities including from the exercise of the rights contained in any additional New Securities to the Company in exchange for (x) in the case of an issuance of Class A Common Shares, Class A Units, (y) in 15 the case of an issuance of Class B-1 Common Shares, Class B Units or (z) in the case of an issuance of Equity Securities (other than Common Shares), Company Equivalent Units; provided, however, that if INC issues any Equity Securities some or all of the net proceeds of which are to be used to fund expenses or other obligations of INC for which INC would be permitted to be reimbursed pursuant to Section 6.04, then INC shall not be required to transfer any such proceeds to the Company to the extent the proceeds are used or will be used to fund those expenses or obligations. In consideration of the receipt by the Company of the proceeds or other consideration received in respect of any such issuance, the Company shall pay INC’s 's expenses associated with the issuance, including any underwriting discounts or commissions. If INC issues any additional Equity Securities, the Company shall, pursuant to and, in accordance with, this Section 3.05(c) without any further act, approval or vote of any Member, issue a number of the corresponding Company Equivalent Units to INC equal to the number of Equity Securities so issued. (d) The Company shall not in any manner effect any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the outstanding Units unless accompanied by an identical subdivision or combination, as applicable, of the corresponding outstanding Equity Securities, with corresponding changes made with respect to any other exchangeable or convertible securities. INC shall not in any manner effect any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the outstanding Equity Securities unless accompanied by an identical subdivision or combination, as applicable, of the corresponding outstanding Units, with corresponding changes made with respect to any other exchangeable or convertible securities. For the avoidance of doubt, (i) Class B-1 Common Shares shall be deemed to correspond to Class B Units and (ii) Class A Common Shares and Class B-2 Common Shares shall be deemed to correspond to Class A Units. (e) Notwithstanding anything herein to the contrary, if at any time, the Company issues Class A Units to a Non-Managing Member, INC shall issue to that Member an equivalent number of Class B-2 Common Shares and such Class A Units and Class B-2 Common Shares shall constitute Paired Interests for purposes of this Agreement. (f) Except as expressly provided in this Agreement (including in any Unit Designation), no Person shall have any preemptive, preferential, participation or similar rights to subscribe for, or acquire, any Company Interest.

Issuance of Additional Units. (a) Subject to the provisions of this Article III, the Managing Member shall have the right to cause the Company to issue or create and issue at At any time after the date hereof, additional Company Interests in without the form of Units, at any time and from time to time, in one or more classes, or one or more series consent of any such classesLimited Partner, with such designations, preferences, conversion or other rights, voting powers, restrictions, rights the General Partner may cause the Partnership to distributions, qualifications and terms and conditions of redemption issue additional Units (including rights that may be senior to or otherwise entitled to preference over existing Company InterestsCommon Units and Preferred Units) as are set forth in a written document thereafter attached to and made an exhibit to this Agreement, which exhibit shall be an amendment to this Agreement and shall be incorporated herein by reference (each, a “Unit Designation”), provided they are substantially equivalent to the additional Equity Securities issued from time to time by INC. Upon the issuance of any additional UnitsParent REIT, the Company shall amend Subsidiary REIT, the Schedule of Members and the books and records of the Company as appropriate to reflect the issuance. Regency Partner (b) Except pursuant to a subdivision or combination of the Units referred to in Section 3.05(d), no additional Units shall be issued to INC unless (i) (A) the additional Units are (x) Class A Units issued in connection with a contribution of Properties pursuant to the Exclusivity Agreement) or an issuance Affiliate of Class A Common Shares, the Regency Partner (y) Class B Units issued in connection with an issuance a contribution of Class B-1 Common Shares or (z) Company Equivalent Units (other than Company Common Units) issued in connection with an issuance of Equity Securities (other than Common SharesProperties pursuant to the Exclusivity Agreement) and (B) subject reflect such issuance on an amendment or supplement to the proviso in Section 3.05(c) with respect to expenses or other obligations of INCExhibit A, INC contributed to the Company the cash proceeds or other consideration received by it, if any, in connection with the issuance of Equity Securities or (ii) the additional Units are issued upon the conversion, redemption or exchange of Debt, Units or other securities issued by the Company. (c) INC shall not issue any additional Equity Securities unless INC contributes the cash proceeds or other consideration received, if any, from the issuance of the additional Equity Securities including from the exercise of the rights contained in any additional New Securities to the Company in exchange for (x) in the case of an issuance of Class A Common Shares, Class A Units, (y) in the case of an issuance of Class B-1 Common Shares, Class B Units or (z) in the case of an issuance of Equity Securities (other than Common Shares), Company Equivalent UnitsCapital Contributions; provided, however, that if INC issues the issuance of Common Units at other than Net Asset Value Per Unit is subject to the approval of the Advisory Council, pursuant to Section 5.5(g), except that during the Initial Investment Period Common Units shall be issued at a price equal to the greater of Net Asset Value Per Unit or one thousand dollars ($1,000) per Unit provided, however, that Common Units issued as a result of the investment of proceeds from the issuance of Fund Limited Partner Units to Fund Limited Partners that became Fund Limited Partners prior to June 30, 2007 will be issued at one thousand dollars ($1,000) per Common Unit until such time as all Fund Limited Partners that became Fund Limited Partners prior to June 30, 2007 (other than any Equity Securities some Delinquent Limited Partner (as defined in the Fund Partnership Agreement) or any other Fund Limited Partner that is delinquent in making capital contributions to a Feeder Partnership) have made Capital Contributions such that they all have the same Unfunded Capital Percentage. The Partnership shall not issue additional Preferred Units unless it is necessary or advisable to do so in order to maintain the status of the Subsidiary REIT or Parent REIT as a REIT. The Partnership shall not issue any partnership interests or equity securities other than Preferred Units or Common Units issued in accordance with this Section 2.3. - 19 - (b) Except as otherwise provided herein, from and after the date hereof, the Subsidiary REIT shall not issue any additional Subsidiary REIT Common Shares or Subsidiary REIT Preferred Shares, unless (1) the Subsidiary REIT contributes to the Partnership the net proceeds from the issuance of which such Subsidiary REIT Common Shares or Subsidiary REIT Preferred Shares; and (2) the General Partner causes the Partnership to issue to the Subsidiary REIT either Common Units or Preferred Units having designations, preferences and other rights, all such that the economic interests are substantially similar to be used to fund expenses those of the Subsidiary REIT Common Shares or other obligations of INC for which INC would be permitted to be reimbursed pursuant to Section 6.04Subsidiary REIT Preferred Shares. (c) Except as otherwise provided herein, then INC from and after the date hereof, the Parent REIT shall not be required to transfer issue any such proceeds additional Parent REIT Preferred Shares, unless (1) the Parent REIT contributes to the Company Partnership the net proceeds from the issuance of such Parent REIT Preferred Shares; and (2) the General Partner causes the Partnership to issue to the extent Parent REIT Preferred Units having designations, preferences and other rights, all such that the proceeds economic interests are used or will be used substantially similar to fund those expenses or obligations. In consideration of the receipt by the Company of the proceeds or other consideration received in respect of any such issuance, the Company shall pay INC’s expenses associated with the issuance, including any underwriting discounts or commissions. If INC issues any additional Equity Securities, the Company shall, pursuant to and, in accordance with, this Section 3.05(c) without any further act, approval or vote of any Member, issue a number of the corresponding Company Equivalent Units to INC equal to the number of Equity Securities so issuedParent REIT Preferred Shares. (d) The Company General Partner shall not in any manner effect any subdivision (by any stock split, stock dividend, reclassification, recapitalization accept contributions from or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) issue Common Units to the Subsidiary REIT for proceeds resulting from the issuance of the outstanding Units unless accompanied by an identical subdivision or combination, as applicable, of the corresponding outstanding Equity Securities, with corresponding changes made with respect to any other exchangeable or convertible securities. INC shall not in any manner effect any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the outstanding Equity Securities unless accompanied by an identical subdivision or combination, as applicable, of the corresponding outstanding Units, with corresponding changes made with respect to any other exchangeable or convertible securities. For the avoidance of doubt, (i) Class B-1 Subsidiary REIT Common Shares shall be deemed to correspond to Class B Units a Feeder Partnership unless and (ii) Class A Common Shares and Class B-2 Common Shares shall be deemed to correspond to Class A Units. (e) Notwithstanding anything herein until such Feeder Partnership has become a party to the contrary, if at any time, the Company issues Class A Units to a Non-Managing Member, INC shall issue to that Member an equivalent number of Class B-2 Common Shares Umbrella Agreement and such Class A Units and Class B-2 Common Shares shall constitute Paired Interests for purposes of this Agreementcomplied with its obligations thereunder. (f) Except as expressly provided in this Agreement (including in any Unit Designation), no Person shall have any preemptive, preferential, participation or similar rights to subscribe for, or acquire, any Company Interest.

Issuance of Additional Units. (a) Subject to the provisions of this Article III, the Managing Member shall have the right to cause the Company to issue or create and issue at any time after the date hereof, additional Company Interests in the form of Units, at any time and from time to time, in one or more classes, or one or more series of any such classes, with such designations, preferences, conversion or other rights, voting powers, restrictions, rights to distributions, qualifications and terms and conditions of redemption (including rights that may be senior to or otherwise entitled to preference over existing Company Interests) as are set forth in a written document thereafter attached to and made an exhibit to this Agreement, which exhibit shall be an amendment to this Agreement and shall be incorporated herein by reference (each, a “Unit Designation”), provided they are substantially equivalent to the additional Equity Securities issued from time to time by INC. Upon the issuance of any additional Units, the Company shall amend the Schedule of Members and the books and records of the Company as appropriate to reflect the issuance. (b) Except pursuant to a subdivision or combination of the Units referred to in Section 3.05(d), no additional Units shall be issued to INC unless (i) (A) the additional Units are (x) Class A Units issued in connection with an issuance of Class A Common Shares, (y) Class B Units issued in connection with an issuance of Class B-1 Common Shares or (z) Company Equivalent Units (other than Company Common Units) issued in connection with an issuance of Equity Securities (other than Common Shares) and (B) subject to the proviso in Section 3.05(c) with respect to expenses or other obligations of INC, INC contributed to the Company the cash proceeds or other consideration received by it, if any, in connection with the issuance of Equity Securities or (ii) the additional Units are issued upon the conversion, redemption or exchange of Debt, Units or other securities issued by the Company. (c) INC shall not issue any additional Equity Securities unless INC contributes the cash proceeds or other consideration received, if any, from the issuance of the additional Equity Securities including from the exercise of the rights contained in any additional New Securities to the Company in exchange for (x) in the case of an issuance of Class A Common Shares, Class A Units, (y) in the case of an issuance of Class B-1 Common Shares, Class B Units or (z) in the case of an issuance of Equity Securities (other than Common Shares), Company Equivalent Units; provided, however, that if INC issues any Equity Securities some or all of the net proceeds of which are to be used to fund expenses or other obligations of INC for which INC would be permitted to be reimbursed pursuant to Section 6.04, then INC shall not be required to transfer any such proceeds to the Company to the extent the proceeds are used or will be used to fund those expenses or obligations. In consideration of the receipt by the Company of the proceeds or other consideration received in respect of any such issuance, the Company shall pay INC’s 's expenses associated with the issuance, including any underwriting discounts or commissions. If INC issues any additional Equity Securities, the Company shall, pursuant to and, in accordance with, this Section 3.05(c) without any further act, approval or vote of any Member, issue a number of the corresponding Company Equivalent Units to INC equal to the number of Equity Securities so issued. (d) The Company shall not in any manner effect any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the outstanding Units unless accompanied by an identical subdivision or combination, as applicable, of the corresponding outstanding Equity Securities, with corresponding changes made with respect to any other exchangeable or convertible securities. INC shall not in any manner effect any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the outstanding Equity Securities unless accompanied by an identical subdivision or combination, as applicable, of the corresponding outstanding Units, with corresponding changes made with respect to any other exchangeable or convertible securities. For the avoidance of doubt, (i) Class B-1 Common Shares shall be deemed to correspond to Class B Units and (ii) Class A Common Shares and Class B-2 Common Shares shall be deemed to correspond to Class A Units. (e) Notwithstanding anything herein to the contrary, if at any time, the Company issues Class A Units to a Non-Managing Member, INC shall issue to that Member an equivalent number of Class B-2 Common Shares and such Class A Units and Class B-2 Common Shares shall constitute Paired Interests for purposes of this Agreement. (f) Except as expressly provided in this Agreement (including in any Unit Designation), no Person shall have any preemptive, preferential, participation or similar rights to subscribe for, or acquire, any Company Interest.

Issuance of Additional Units. (a) Subject Without the consent of any Limited Partner, but subject to the provisions terms of this Article IIISection 9.3 below, the Managing Member shall have the right to cause the Company to issue or create and issue at any time after the date hereof, additional Company Interests in the form of Units, at any time and General Partner may from time to time, time cause the Partnership to issue to the Partners (including the General Partner) or other Persons additional Partnership Units (“Additional Units”) in one or more classes, or one or more series of any of such classes, with such designations, preferencespreferences and relative, conversion participating, optional or other special rights, voting powerspowers and duties, restrictionsincluding, rights to distributionswithout limitation, qualifications rights, powers and terms and conditions of redemption (including rights that may be duties senior to the Common Units, and admit any such other Person as an additional Limited Partner (“Additional Partner”) (in accordance with Section 4.5 hereof), in exchange for the Capital Contribution by such Partner or otherwise entitled Person of cash and/or property. Without limiting the provisions of this Article IV, the General Partner is expressly authorized to preference over existing Company Interestscause the Partnership to issue Additional Units for less than either, (i) as are set forth in a written document thereafter attached the fair market value thereof, or (ii) the applicable Current Per Share Market Price multiplied by the number of shares of Common Stock issuable with respect to such Additional Units upon the exercise of the Rights with respect thereto. The General Partner shall have the right and made an exhibit shall possess the authority to amend this Agreement without the consent of any Limited Partner to evidence any action taken pursuant to this Agreement, which exhibit shall be an amendment to this Agreement and shall be incorporated herein by reference Subsection 4.4 (each, a “Unit Designation”a), provided they are substantially equivalent to the additional Equity Securities issued from time to time by INC. Upon the issuance of any additional Units, the Company shall amend the Schedule of Members and the books and records of the Company as appropriate to reflect the issuance. (b) Except pursuant to In the event a subdivision or combination of Partner (the Units referred to in Section 3.05(d), no additional Units shall be issued to INC unless (i“Contributing Partner”) (A) the additional Units are (x) Class A Units issued in connection with an issuance of Class A Common Shares, (y) Class B Units issued in connection with an issuance of Class B-1 Common Shares or (z) Company Equivalent Units (other than Company Common Units) issued in connection with an issuance of Equity Securities (other than Common Shares) and (B) subject contributes to the proviso in Section 3.05(c) with respect to expenses Partnership any funds obtained directly or other obligations of INC, INC contributed to the Company the cash proceeds or other consideration received by it, if any, in connection with the issuance of Equity Securities or (ii) the additional Units are issued upon the conversion, redemption or exchange of Debt, Units or other securities issued by the Company. (c) INC shall not issue any additional Equity Securities unless INC contributes the cash proceeds or other consideration received, if any, indirectly from the issuance of the additional Equity Securities including from the exercise of the rights contained in any additional New Securities to the Company in exchange for (x) in the case of an issuance of Class A Common Shares, Class A Units, (y) in the case of an issuance of Class B-1 Common Shares, Class B Units or (z) in the case of an issuance of Equity Securities (other than Common Shares), Company Equivalent Units; provided, however, that if INC issues any Equity Securities some or all of the net proceeds of which are to be used to fund expenses or other obligations of INC for which INC would be permitted to be reimbursed pursuant to Section 6.04, then INC shall not be required to transfer any such proceeds to the Company to the extent the proceeds are used or will be used to fund those expenses or obligations. In consideration of the receipt by the Company of Preferred Stock (the proceeds “Preferred Contributed Funds”), then the Contributing Partner shall be issued Preferred Units of a designated class or other consideration received series to reflect its contribution of such funds. Each class or series of Preferred Units so issued shall be designated by the General Partner to identify such class or series with the class or series of Preferred Stock which constitutes the Related Issue. Each class or series of Preferred Units shall be described in respect of any such issuancea written document (the “Preferred Unit Designation”) attached as Exhibit B that shall set forth in sufficient detail, the Company shall pay INC’s expenses associated with the issuanceeconomic rights, including any underwriting discounts dividend, redemption and conversion rights and sinking fund provisions, of the class or commissionsseries of Preferred Units and the Related Issue. If INC issues any additional Equity Securities, the Company shall, pursuant to and, in accordance with, this Section 3.05(c) without any further act, approval or vote of any Member, issue a The number of the corresponding Company Equivalent Preferred Units to INC of a class or series shall be equal to the number of Equity Securities so issued. (d) The Company shall not in any manner effect any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) shares of the outstanding Related Issue sold. The Preferred Unit Designation shall provide for such terms for the class or series of Preferred Units unless accompanied by an identical subdivision or combination, that shall entitle the holders thereof to substantially the same economic rights as applicable, the holders of the corresponding outstanding Equity SecuritiesRelated Issue. Specifically, with corresponding changes made with respect the holders of such Preferred Units shall receive distributions on the class or series of Preferred Units pursuant to any other exchangeable or convertible securities. INC shall not in any manner effect any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the outstanding Equity Securities unless accompanied by an identical subdivision or combination, as applicable, of the corresponding outstanding Units, with corresponding changes made with respect to any other exchangeable or convertible securities. For the avoidance of doubt, (i) Class B-1 Common Shares shall be deemed to correspond to Class B Units and (ii) Class A Common Shares and Class B-2 Common Shares shall be deemed to correspond to Class A Units. (e) Notwithstanding anything herein Section 6.2 equal to the contrary, if aggregate dividends payable on the Related Issue at any time, the Company issues Class A times such dividend are paid (the “Preferred Distribution Requirement”). The Partnership shall redeem the class or series of Preferred Units to for a Non-Managing Member, INC shall issue to that Member an equivalent number of Class B-2 Common Shares and such Class A Units and Class B-2 Common Shares shall constitute Paired Interests for purposes of this Agreement. (f) Except as expressly provided in this Agreement (including in any Unit Designation), no Person shall have any preemptive, preferential, participation or similar rights to subscribe for, or acquire, any Company Interest.redemption price per

Issuance of Additional Units. (ai) Subject After the Effective Date, the Partnership may issue additional Preferred Units to the provisions Institutional Investor, with a purchase price for each such Preferred Units of this Article III$1,000 per Preferred Unit, as determined by the General Partner and subject to the limitations contained in the GP LLC Agreement. (ii) If, after the Effective Date, (A) an event of default or borrowing base deficiency (or analogous term or event) under any Senior Debt Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries (including, without limitation, any Replacement Credit Agreement) has occurred and such event of default remains uncured by the Partnership or other Subsidiary, as applicable, for ten (10) Business Days following receipt by the General Partner of notice of such event or default or (B) any Senior Debt Agreement, Replacement Credit Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries prohibits the payment by the Partnership of any Tax Distributions or, following the date that is 12 months following the Effective Date, Distributions in cash on the Preferred Units pursuant to Section 4.1(b) and such prohibition persists for ten (10) Business Days after the date such Distribution is due to be paid, then, the Managing Member Institutional Investors shall have the right right, in its sole discretion, to elect to cause the Company Partnership to issue or create and issue at any time after the date hereof, additional Company Interests in the form of Preferred Units, at any time and from time which number of Preferred Units shall be determined by the Institutional Investor in its sole discretion following consultation with the Board, to time, in one or more classes, or one or more series of any such classes, with such designations, preferences, conversion or other rights, voting powers, restrictions, rights to distributions, qualifications and the Institutional Investor on the same terms and conditions that the Preferred Units were issued to the Institutional Investor on the Effective Date. In order to exercise such right, the Institutional Investor shall deliver a written notice (an “Additional Preferred Units Notice”) to the General Partner setting forth the request and the number of redemption Preferred Units to be issued by the Partnership. Upon receipt of the Additional Preferred Units Notice, the General Partner and the Board shall be required to cause the Partnership (including rights that x) to enter into a purchase agreement with the Institutional Investor in substantially the same form attached hereto as Exhibit A (with any such changes to the extent the parties thereto may be senior mutually agree) and (y) to or otherwise entitled to preference over existing Company Interests) as are issue the number of Preferred Units set forth in a written document thereafter attached to and made an exhibit to this the Additional Preferred Units Notice within five (5) Business Days of receipt of the Additional Preferred Units Notice in accordance with such Securities Purchase Agreement, which exhibit . The Partnership shall be an amendment to this Agreement and shall be incorporated herein by reference (each, a “Unit Designation”), provided they are substantially equivalent to use the additional Equity Securities issued proceeds from time to time by INC. Upon the issuance of any additional Units, such Preferred Units to the Company shall amend the Schedule of Members and the books and records Institutional Investor solely outstanding Indebtedness of the Company as appropriate to reflect Partnership and its Subsidiaries under the issuance. (b) Except pursuant to a subdivision Senior Debt Agreements or combination any other agreements governing any material Indebtedness of the Units referred Partnership or any of its Subsidiaries (including a Replacement Credit Agreement) so as to remedy the applicable condition(s) described in Section 3.05(d), no additional Units shall be issued to INC unless (i) clauses (A) the additional Units are (x) Class A Units issued in connection with an issuance of Class A Common Shares, (y) Class B Units issued in connection with an issuance of Class B-1 Common Shares or (z) Company Equivalent Units (other than Company Common Units) issued in connection with an issuance of Equity Securities (other than Common Shares) and (B) subject to the proviso in of this Section 3.05(c) with respect to expenses or other obligations of INC, INC contributed to the Company the cash proceeds or other consideration received by it, if any, in connection with the issuance of Equity Securities or (ii) the additional Units are issued upon the conversion, redemption or exchange of Debt, Units or other securities issued by the Company3.1(c)(ii). (ciii) INC shall not At any time following the Effective Date, the Partnership may issue any additional Equity Securities unless INC contributes the cash proceeds or other consideration received, if any, from the issuance of the additional Equity Securities including from the exercise of the rights contained in any additional New Securities to the Company in exchange for (x) in the case of an issuance of Class A Common Shares, Class A Units, (y) in the case of an issuance of Class B-1 Common Shares, Class B Units or (z) in the case of an issuance of Equity Securities (other than Common Shares), Company Equivalent Units; provided, however, that if INC issues any Equity Securities some or all of the net proceeds of which are to be used to fund expenses or other obligations of INC for which INC would be permitted to be reimbursed pursuant to Section 6.04, then INC shall not be required to transfer any such proceeds to the Company to the extent the proceeds are used or will be used to fund those expenses or obligations. In consideration of the receipt as determined by the Company of the proceeds or other consideration received in respect of any such issuance, the Company shall pay INC’s expenses associated with the issuance, including any underwriting discounts or commissions. If INC issues any additional Equity Securities, the Company shall, pursuant to and, in accordance with, this Section 3.05(c) without any further act, approval or vote of any Member, issue a number of the corresponding Company Equivalent Units to INC equal to the number of Equity Securities so issuedGeneral Partner. (d) The Company shall not in any manner effect any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the outstanding Units unless accompanied by an identical subdivision or combination, as applicable, of the corresponding outstanding Equity Securities, with corresponding changes made with respect to any other exchangeable or convertible securities. INC shall not in any manner effect any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the outstanding Equity Securities unless accompanied by an identical subdivision or combination, as applicable, of the corresponding outstanding Units, with corresponding changes made with respect to any other exchangeable or convertible securities. For the avoidance of doubt, (i) Class B-1 Common Shares shall be deemed to correspond to Class B Units and (ii) Class A Common Shares and Class B-2 Common Shares shall be deemed to correspond to Class A Units. (e) Notwithstanding anything herein to the contrary, if at any time, the Company issues Class A Units to a Non-Managing Member, INC shall issue to that Member an equivalent number of Class B-2 Common Shares and such Class A Units and Class B-2 Common Shares shall constitute Paired Interests for purposes of this Agreement. (f) Except as expressly provided in this Agreement (including in any Unit Designation), no Person shall have any preemptive, preferential, participation or similar rights to subscribe for, or acquire, any Company Interest.

Issuance of Additional Units. (a) Subject If after the initial capitalization of the Company the Board of Managers determines in its absolute discretion that it is in the best interest of the Company to raise additional capital, then, the Board of Managers may in its absolute discretion, and is hereby granted all requisite authority to, raise additional capital for the Company by issuing additional Units pursuant to the terms of this Section 3.4. (b) If the Board of Managers determines to issue additional Units (the “Additional Units”) in accordance with the provisions of this Article IIISection 3.4(a), then prior to offering the Additional Units to any Person (a “Third Party”) other than the Members and their Affiliates, the Managing Member Board of Managers shall offer such Additional Units to the Members in writing. The Members shall have the right for ten (10) days following the giving of notice of such offer in writing to cause purchase all or any portion of such Additional Units for a purchase price equal to the Additional Units Purchase Price. Each Member that elects to purchase Additional Units shall be entitled to purchase, for a pro rata portion of the Additional Unit Purchase Price (such pro rata portion for each electing Member, its “Additional Capital Contribution”), a portion of the Additional Units equal to the Additional Units to be issued multiplied by a fraction, the numerator of which shall be the Member Percentage Interest of such Member, and the denominator of which shall be the sum of the Percentage Interests of all the Members electing to purchase Additional Units. To the extent a Member does not elect to purchase all the Additional Units to which such Member is entitled, then other Members may purchase such excess Additional Units in the same proportion that each such other Member’s Percentage Interest bears to the aggregate Member Percentage Interests of all the other Members that elect to purchase such excess Additional Units. (c) Any Additional Units not purchased by the Members under subsection (b) above may, if the Board of Managers so elects in its absolute discretion, be offered and sold to Third Parties for the Additional Unit Purchase Price. The Board of Managers shall determine whether to refuse or admit any such Third Party to the Company and such determination shall be conclusive and binding upon the Company and the Members. Each Third Party offeree that the Board of Managers determines to issue admit as a Member shall become a Member and be reflected as such on the records of the Company at such time as such individual or create and issue at any time after entity (i) makes the date hereof, additional Company Interests in the form of Units, at any time and from time to time, in one or more classes, or one or more series of any such classes, with such designations, preferences, conversion or other rights, voting powers, restrictions, rights to distributions, qualifications and terms and conditions of redemption (including rights that may be senior to or otherwise entitled to preference over existing Company Interests) as are representations set forth in a written document thereafter attached to and made an exhibit to Section 3.7 of this Agreement, which exhibit shall (ii) subject to Section 3.4(d), pays the Company cash in the amount of the portion of the Additional Units Purchase Price payable upon admission that is allocable to the Additional Units to be acquired by such Third Party, (iii) executes and delivers a counterpart of this Agreement or an amendment instrument of joinder to this Agreement that is approved by the Board of Managers, and (iv) performs or satisfies such other conditions as the Board of Managers may in its absolute discretion deem appropriate. (d) The “Additional Unit Purchase Price” and the Percentage Interest to be assigned to the Additional Investor Unit shall each be based on the fair market value of the Additional Investor Unit, as determined by the Board of Managers in its reasonable discretion on the date of its decision to issue Additional Units on the basis of its determination of the fair market value of the assets of the Company and the Percentage Interests of the Members, subject to Section 3.4(f). The Additional Unit Purchase Price shall be incorporated herein payable in cash at the time of the issuance of the Additional Units and/or in installments and at times as determined by reference the Board of Managers in its absolute discretion. (eache) Upon the issuance of any Additional Units, a “Unit Designation”), provided they are substantially equivalent the Board of Managers is authorized to reflect the Capital Contributions of each of the additional Equity Securities issued from time Members and to time by INCrestate the Percentage Interests of each of the Members. Upon the issuance of any additional Additional Units, the Company shall amend Board of Managers is authorized to restate the Schedule Capital Accounts of the Members and to reflect their respective shares of the books and records fair market value of the assets of the Company as appropriate to reflect the issuance. (b) Except determined pursuant to a subdivision or combination of the Units referred to in Section 3.05(d), no additional Units shall be issued to INC unless (i) (A) the additional Units are (x) Class A Units issued in connection with an issuance of Class A Common Shares, (y) Class B Units issued in connection with an issuance of Class B-1 Common Shares or (z) Company Equivalent Units (other than Company Common Units) issued in connection with an issuance of Equity Securities (other than Common Shares) and (B) subject to the proviso in Section 3.05(c) with respect to expenses or other obligations of INC, INC contributed to the Company the cash proceeds or other consideration received by it, if any, in connection with the issuance of Equity Securities or (ii) the additional Units are issued upon the conversion, redemption or exchange of Debt, Units or other securities issued by the Company. (c) INC shall not issue any additional Equity Securities unless INC contributes the cash proceeds or other consideration received, if any, from the issuance of the additional Equity Securities including from the exercise of the rights contained in any additional New Securities to the Company in exchange for (x) in the case of an issuance of Class A Common Shares, Class A Units, (y) in the case of an issuance of Class B-1 Common Shares, Class B Units or (z) in the case of an issuance of Equity Securities (other than Common Shares), Company Equivalent Units; provided, however, that if INC issues any Equity Securities some or all of the net proceeds of which are to be used to fund expenses or other obligations of INC for which INC would be permitted to be reimbursed pursuant to Section 6.04, then INC shall not be required to transfer any such proceeds to the Company to the extent the proceeds are used or will be used to fund those expenses or obligations. In consideration of the receipt by the Company of the proceeds or other consideration received in respect of any such issuance, the Company shall pay INC’s expenses associated with the issuance, including any underwriting discounts or commissions. If INC issues any additional Equity Securities, the Company shall, pursuant to and, in accordance with, this Section 3.05(c) without any further act, approval or vote of any Member, issue a number of the corresponding Company Equivalent Units to INC equal to the number of Equity Securities so issued. (d) The Company shall not in any manner effect any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the outstanding Units unless accompanied by an identical subdivision or combination, as applicable, of the corresponding outstanding Equity Securities, with corresponding changes made with respect to any other exchangeable or convertible securities. INC shall not in any manner effect any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the outstanding Equity Securities unless accompanied by an identical subdivision or combination, as applicable, of the corresponding outstanding Units, with corresponding changes made with respect to any other exchangeable or convertible securities. For the avoidance of doubt, (i) Class B-1 Common Shares shall be deemed to correspond to Class B Units and (ii) Class A Common Shares and Class B-2 Common Shares shall be deemed to correspond to Class A Units. (e) Notwithstanding anything herein to the contrary, if at any time, the Company issues Class A Units to a Non-Managing Member, INC shall issue to that Member an equivalent number of Class B-2 Common Shares and such Class A Units and Class B-2 Common Shares shall constitute Paired Interests for purposes of this Agreement3.4. (f) Except as expressly provided The determinations of the fair market value of the Additional Units and of the deemed fair market value of the Company described in this Agreement (including in any Unit Designation)Section 3.5 shall lie within the reasonable discretion of the Board of Managers, it being recognized by the Members that there will be no Person shall have any preemptive, preferential, participation or similar rights to subscribe for, or acquire, any Company Interestmarket for the Units.

Issuance of Additional Units. (a) Subject to the provisions of this Article III, the Managing Member shall have the right to cause the Company to issue or create and issue at any time after the date hereof, additional Company Interests in the form of Units, at any time and from time to time, in one or more classes, or one or more series of any such classes, with such designations, preferences, conversion or other rights, voting powers, restrictions, rights to distributions, qualifications and terms and conditions of redemption (including rights that may be senior to or otherwise entitled to preference over existing Company Interests) as are set forth in a written document thereafter attached to and made an exhibit to this Agreement, which exhibit shall be an amendment to this Agreement and shall be incorporated herein by reference (each, a “Unit Designation”), provided they are substantially equivalent to the additional Equity Securities issued from time to time by INC. Upon the issuance of any additional Units, the Company shall amend the Schedule of Members and the books and records of the Company as appropriate to reflect the issuance. (b) Except pursuant to a subdivision or combination of the Units referred to in Section 3.05(d), no additional Units shall be issued to INC unless (i) Each Investor shall (A) if the Company has less than $53,000,000 in cash on its balance sheet as of January 1, 2025, promptly following January 1, 2025 but in no event later than January 15, 2025, make an additional Units are cash contribution of its pro rata portion of the amount equal to (x) Class A Units issued in connection with an issuance of Class A Common Shares, $53,000,000 minus (y) Class B Units issued in connection with an issuance the amount of Class B-1 Common Shares or cash on the Company’s balance sheet as of January 1, 2025 (z) Company Equivalent Units (other than Company Common Units) issued in connection with an issuance of Equity Securities (other than Common Sharesthe “Mandatory Cash Contributions”) and (B) subject make additional cash contributions at such times as determined by the Board with at least ten (10) days’ notice to such Investor (“Board Determined Cash Contributions” and together with the Mandatory Cash Contributions, the “Additional Cash Contributions”), in each case, up to the proviso aggregate amount of the total committed funding set forth opposite of such Investor’s name on Schedule B (inclusive of the cash contribution made at the Closing and the Mandatory Cash Contribution) (the “Total Funding Commitments”), in Section 3.05(ceach case, in exchange for additional newly issued Class A Units based on a per Class A Unit price of $1.00 (the “Price Per Unit”); provided, that any additional Board Determined Cash Contribution shall be allocated pro rata among the Investors as of any date of determination according to a percentage determined by dividing (A) the number of Class A Units held by such Investor as of such date by (B) the aggregate number of Class A Units held by all of the Investors as of such date (assuming for this purpose that all Investors have timely funded all prior Additional Cash Contributions); provided, further, to the extent any portion of the Total Funding Commitments from each Investor remains uncalled by the Board as of immediately prior to the fifth (5th) anniversary of the Closing, then the funding obligation with respect to expenses or other such remaining portion of the Total Funding Commitments from each Investor shall expire on the fifth (5th) anniversary of the Closing and no Investor shall have any further obligations of INC, INC contributed in respect thereof. (ii) Subject to the express provisions of this Agreement, including Section 5.1(e)(i) and Section 5.4, the Company is authorized to issue Units to any Person at such prices per Unit as may be determined by the Board to be the fair market value and in exchange for contributions of cash proceeds or property, the provision of services or other consideration received by it(collectively, if any“Unit Consideration”), as may be determined in connection with the issuance of Equity Securities or (ii) the additional Units are issued upon the conversion, redemption or exchange of Debt, Units or other securities issued good faith by the Company. (c) INC shall not issue any additional Equity Securities unless INC contributes the cash proceeds or other consideration received, if any, from the issuance of the additional Equity Securities including from the exercise of the rights contained in any additional New Securities Board. Subject to the Company in exchange for (x) in express provisions of this Agreement, including Section 5.2 and Section 5.4, the case number of an issuance of Class A Common Shares, Class A Units, (y) in the case of an issuance of Class B-1 Common Shares, Class B Units or (z) in the case of an issuance of Equity Securities (other than Common Shares), Company Equivalent Units; provided, however, that if INC issues any Equity Securities some or all of the net proceeds of which are to be used to fund expenses or other obligations of INC for which INC would be permitted to be reimbursed pursuant to Section 6.04, then INC held by each Member shall not be required to transfer affected by any such proceeds to the Company to the extent the proceeds are used or will be used to fund those expenses or obligations. In consideration of the receipt (A) issuance by the Company of Units to other Members or (B) change in the proceeds Capital Account of such Member. If necessary or other consideration received appropriate in respect of any such issuancethe Board’s discretion (in accordance with this Agreement), the Company shall pay INC’s expenses associated with Board shall, acting in good faith, appropriately adjust the issuanceeconomic provisions of this Agreement to reflect the issuance of additional Units pursuant to this Section 5.1(e) that are of a new class not previously reflected in this Agreement, including any underwriting discounts or commissions. If INC issues any additional Equity Securities, by amending the Company shall, pursuant to and, in accordance with, this distribution provisions of Section 3.05(c) without any further act, approval or vote of any Member, issue a number of the corresponding Company Equivalent Units to INC equal to the number of Equity Securities so issued6.4 and associated definitions. (d) The Company shall not in any manner effect any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the outstanding Units unless accompanied by an identical subdivision or combination, as applicable, of the corresponding outstanding Equity Securities, with corresponding changes made with respect to any other exchangeable or convertible securities. INC shall not in any manner effect any subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by reverse stock split, reclassification, recapitalization or otherwise) of the outstanding Equity Securities unless accompanied by an identical subdivision or combination, as applicable, of the corresponding outstanding Units, with corresponding changes made with respect to any other exchangeable or convertible securities. For the avoidance of doubt, (i) Class B-1 Common Shares shall be deemed to correspond to Class B Units and (ii) Class A Common Shares and Class B-2 Common Shares shall be deemed to correspond to Class A Units. (e) Notwithstanding anything herein to the contrary, if at any time, the Company issues Class A Units to a Non-Managing Member, INC shall issue to that Member an equivalent number of Class B-2 Common Shares and such Class A Units and Class B-2 Common Shares shall constitute Paired Interests for purposes of this Agreement. (f) Except as expressly provided in this Agreement (including in any Unit Designation), no Person shall have any preemptive, preferential, participation or similar rights to subscribe for, or acquire, any Company Interest.