Common use of Issuances of Shares and Other Securities Clause in Contracts

Issuances of Shares and Other Securities. The Parent shall not grant, award or issue any additional Shares (other than Shares issued pursuant to Section 8.6 or pursuant to a dividend or distribution (including any stock split) of Shares to all of its stockholders that results in an adjustment to the Conversion Factor pursuant to clause (i), (ii) or (iii) of the definition thereof), other equity securities of the Parent, New Securities or Convertible Funding Debt unless (i) the General Partner shall cause, pursuant to Section 4.2.A, the Partnership to issue to the Parent, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially the same as those of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, and (ii) in exchange therefor, the Parent transfers or otherwise causes to be transferred to the Partnership, as an additional Capital Contribution, the proceeds (if any) from the grant, award, or issuance of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, or from the exercise of rights contained in such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be (or, in the case of an acquisition described in Section 7.4.F in which all or a portion of the cash required to consummate such acquisition is to be obtained by the Parent through an issuance of Shares described in Section 4.2, the Parent complies with such Section 7.4.F). Without limiting the foregoing, the Parent is expressly authorized to issue additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, for less than fair market value, and the General Partner is expressly authorized, pursuant to Section 4.2.A, to cause the Partnership to issue to the Parent corresponding Partnership Interests, (for example, and not by way of limitation, the issuance of Shares and corresponding Partnership Units pursuant to a stock purchase plan providing for purchases of Shares, either by employees or stockholders, at a discount from fair market value or pursuant to employee stock options that have an exercise price that is less than the fair market value of the Shares, either at the time of issuance or at the time of exercise) as long as (a) the General Partner concludes in good faith that such issuance is in the interests of the General Partner, the Parent and the Partnership and (b) the Parent transfers all proceeds from any such issuance or exercise to the Partnership as an additional Capital Contribution.

Issuances of Shares and Other Securities. The Parent So long as the common shares of the General Partner Entity are Publicly Traded, the General Partner Entity shall not grant, award or issue any additional Shares (other than Shares issued pursuant to Section 8.6 hereof or pursuant to a dividend or distribution (including any stock share split) of Shares to all of its stockholders shareholders that results in an adjustment to the Conversion Factor pursuant to clause (i), (ii) or (iii) of the definition thereof), other equity securities of the ParentGeneral Partner Entity, New Securities or Convertible Funding Debt unless (i) the General Partner shall cause, pursuant to Section 4.2.A4.2.A hereof, the Partnership to issue to the ParentGeneral Partner, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially the same as those of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, and (ii) in exchange therefor, the Parent General Partner Entity transfers or otherwise causes to be transferred to the Partnership, as an additional Capital Contribution, the proceeds (if any) from the grant, award, or issuance of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, or from the exercise of rights contained in such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be (or, in the case of an acquisition described in Section 7.4.F in which all or a portion of the cash required to consummate such acquisition is to be obtained by the Parent General Partner Entity through an issuance of Shares described in Section 4.2, the Parent General Partner Entity complies with such Section 7.4.F). Without limiting the foregoing, the Parent General Partner Entity is expressly authorized to issue additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, for less than fair market value, and the General Partner is expressly authorized, pursuant to Section 4.2.A4.2.A hereof, to cause the Partnership to issue to the Parent General Partner corresponding Partnership Interests, Interests (for example, and not by way of limitation, the issuance of Shares and corresponding Partnership Units pursuant to a stock share purchase plan providing for purchases of Shares, either by employees or stockholdersshareholders, at a discount from fair market value or pursuant to employee stock share options that have an exercise price that is less than the fair market value of the Shares, either at the time of issuance or at the time of exercise) ), as long as (a) the General Partner concludes in good faith that such issuance is in the interests of the General Partner, the Parent Partner and the Partnership and (b) the Parent General Partner Entity transfers all proceeds from any such issuance or exercise to the Partnership as an additional Capital Contribution.

Issuances of Shares and Other Securities. The Parent General Partner shall not grant, award or issue any additional Shares (other than Shares issued pursuant to Section 8.6 or pursuant to a dividend or distribution (including any stock share split) of Shares to all of its stockholders shareholders that results in an adjustment to the Conversion Factor pursuant to clause (i), (ii) or (iii) of the definition thereof), other equity securities of the ParentGeneral Partner, New Securities or Convertible Funding Debt unless (i) the General Partner shall cause, pursuant to Section 4.2.A, the Partnership to issue to the Parent, General Partner Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially the same as those of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, and (ii) in exchange therefor, the Parent General Partner transfers or otherwise causes to be transferred to the Partnership, as an additional Capital Contribution, the proceeds (if any) from the grant, award, award or issuance of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, or from the exercise of rights contained in such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be (or, in the case of an acquisition described in Section 7.4.F in which all or a portion of the cash required to consummate such acquisition is to be obtained by the Parent General Partner through an issuance of Shares described in Section 4.2, the Parent General Partner complies with such Section 7.4.F). Without limiting the foregoing, the Parent General Partner is expressly authorized to issue additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, for less than fair market value, and the General Partner is expressly authorized, pursuant to Section 4.2.A, to cause the Partnership to issue to the Parent 38 General Partner corresponding Partnership Interests, (for example, and not by way of limitation, the issuance of Shares and corresponding Partnership Units pursuant to a stock share purchase plan providing for purchases of Shares, either by employees or stockholdersshareholders, at a discount from fair market value or pursuant to employee stock share options that have an exercise price that is less than the fair market value of the Shares, either at the time of issuance or at the time of exercise) as long as (a) the General Partner concludes in good faith that such issuance is in the interests of the General Partner, the Parent General Partner and the Partnership and (b) the Parent General Partner transfers all proceeds from any such issuance or exercise to the Partnership as an additional Capital Contribution.

Issuances of Shares and Other Securities. The So long as the common shares of Parent are Publicly Traded, Parent shall not grant, award or issue any additional Shares (other than Shares issued pursuant to Section 8.6 hereof or pursuant to a dividend or distribution (including any stock share split) of Shares to all of its stockholders shareholders that results in an adjustment to the Conversion Factor pursuant to clause (i), (ii) or (iii) of the definition thereof), other equity securities of the Parent, New Securities or Convertible Funding Debt (other than Series A preferred stock of Parent, the treatment of which shall be governed by Exhibit H hereto) unless (i) the General Partner shall cause, pursuant to Section 4.2.A4.2.A hereof, the Partnership to issue to the Parent, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially the same as those of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, and (ii) in exchange therefor, the Parent transfers or otherwise causes to be transferred to the Partnership, as an additional Capital Contribution, the proceeds (if any) from the grant, award, or issuance of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, or from the exercise of rights contained in such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be (or, in the case of an acquisition described in Section 7.4.F in which all or a portion of the cash required to consummate such acquisition is to be obtained by the Parent through an issuance of Shares described in Section 4.2, the Parent complies with such Section 7.4.F). Without limiting the foregoing, the Parent is expressly authorized to issue additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, for less than fair market value, and the General Partner is expressly authorized, pursuant to Section 4.2.A4.2.A hereof, to cause the Partnership to issue to the Parent corresponding Partnership Interests, Interests (for example, and not by way of limitation, the issuance of Shares and corresponding Partnership Units pursuant to a stock share purchase plan providing for purchases of Shares, either by employees or stockholdersshareholders, at a discount from fair market value or pursuant to employee stock share options that have an exercise price that is less than the fair market value of the Shares, either at the time of issuance or at the time of exercise) ), as long as (a) the General Partner concludes in good faith that such issuance is in the interests of the General Partner, the Parent and the Partnership and (b) the Parent transfers all proceeds from any such issuance or exercise to the Partnership as an additional Capital Contribution.

Issuances of Shares and Other Securities. The Parent After the date hereof, the General Partner Entity shall not grant, award or issue any additional Common Shares (other than Common Shares issued pursuant to Section 8.6 hereof or pursuant to a dividend or distribution (including any stock share split) of Common Shares to all of its stockholders holders of Common Shares that results in an adjustment to the Conversion Factor pursuant to clause (i), (ii) or (iii) of the definition thereof), other equity securities of the ParentGeneral Partner Entity, New Securities or Convertible Funding Debt unless (i) the General Partner shall cause, pursuant to Section 4.2.A4.2.A hereof, the Partnership to issue to the Parent, General Partner Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially the same as those of such additional Common Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, and (ii) in exchange therefor, the Parent General Partner transfers or otherwise causes to be transferred to the Partnership, as an additional Capital Contribution, the proceeds (if any) from the grant, award, award or issuance of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, or from the exercise of rights contained in such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be (or, in the case of an acquisition described in Section 7.4.F in which all or a portion of the cash required to consummate such acquisition is to be obtained by the Parent through an issuance of Shares described in Section 4.2, the Parent complies with such Section 7.4.F)be. Without limiting the foregoing, the Parent General Partner Entity is expressly authorized to issue additional Common Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, for less than fair market value, and the General Partner is expressly authorized, pursuant to Section 4.2.A4.2.A hereof, to cause the Partnership to issue to the Parent General Partner corresponding Partnership Interests, Interests (for example, and not by way of limitation, the issuance of Shares and corresponding Partnership Units pursuant to a stock share purchase plan providing for purchases of Shares, either by employees or stockholdersshareholders, at a discount from fair market value or pursuant to employee stock share options that have an exercise price that is less than the fair market value of the Shares, either at the time of issuance or at the time of exercise) ), as long as (a) the General Partner concludes in good faith that such issuance is in the interests of the General Partner, the Parent Partner and the Partnership and (b) the Parent General Partner transfers all proceeds from any such issuance or exercise to the Partnership as an additional Capital Contribution.

Issuances of Shares and Other Securities. The Parent So long as the common shares of the Managing Member Entity are Publicly Traded, the Managing Member Entity shall not grant, award or issue any additional Shares (other than Shares issued pursuant to Section 8.6 hereof or pursuant to a dividend or distribution (including any stock share split) of Shares to all of its stockholders shareholders that results in an adjustment to the Conversion Factor pursuant to clause (i), (ii) or (iii) of the definition thereof), other equity securities of the ParentManaging Member Entity, New Securities or Convertible Funding Debt unless (i) the General Partner Managing Member shall cause, pursuant to Section 4.2.A4.2.A hereof, the Partnership Company to issue to the ParentManaging Member, Partnership Membership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership Company having designations, preferences and other rights, all such that the economic interests are substantially the same as those of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, and (ii) in exchange therefor, the Parent Managing Member Entity transfers or otherwise causes to be transferred to the PartnershipCompany, as an additional Capital Contribution, the proceeds (if any) from the grant, award, or issuance of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, or from the exercise of rights contained in such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be (or, in the case of an acquisition described in Section 7.4.F in which all or a portion of the cash required to consummate such acquisition is to be obtained by the Parent Managing Member Entity through an issuance of Shares described in Section 4.2, the Parent Managing Member Entity complies with such Section 7.4.F). Without limiting the foregoing, the Parent Managing Member Entity is expressly authorized to issue additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, for less than fair market value, and the General Partner Managing Member is expressly authorized, pursuant to Section 4.2.A4.2.A hereof, to cause the Partnership Company to issue to the Parent Managing Member corresponding Partnership Interests, Membership Interests (for example, and not by way of limitation, the issuance of Shares and corresponding Partnership Membership Units pursuant to a stock share purchase plan providing for purchases of Shares, either by employees or stockholdersshareholders, at a discount from fair market value or pursuant to employee stock share options that have an exercise price that is less than the fair market value of the Shares, either at the time of issuance or at the time of exercise) ), as long as (a) the General Partner Managing Member concludes in good faith that such issuance is in the interests of the General Partner, the Parent Managing Member and the Partnership Company and (b) the Parent Managing Member Entity transfers all proceeds from any such issuance or exercise to the Partnership Company as an additional Capital Contribution.

Issuances of Shares and Other Securities. The Parent shall not grant, award or issue any additional Shares (other than Shares issued pursuant to Section 8.6 or pursuant to a dividend or distribution (including any stock split) of Shares to all of its stockholders that results in an adjustment to the Conversion Factor pursuant to clause (i), (ii) or (iii) of the definition thereof), other equity securities of the Parent, New Securities or Convertible Funding Debt unless (i) the General Partner shall cause, pursuant to Section 4.2.A, the Partnership to issue to the Parent, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially the same as those of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, and (ii) in exchange therefor, the Parent transfers or otherwise causes to be transferred to the Partnership, as an additional Capital Contribution, the proceeds (if any) from the grant, award, or issuance of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, or from the exercise of rights contained in such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be (or, in the case of an acquisition described in Section 7.4.F in which all or a portion of the cash required to consummate such acquisition is to be obtained by the Parent through an issuance of Shares described in Section 4.2, the Parent complies with such Section 7.4.F). Without limiting the foregoing, the Parent is expressly authorized to issue additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, for less than fair market value, and the General Partner is expressly authorized, pursuant to Section 4.2.A, to cause the Partnership to issue to the Parent corresponding Partnership Interests, (for example, and not by way of limitation, the issuance of Shares and corresponding Partnership Units pursuant to a stock purchase plan providing for purchases of Shares, either by employees or stockholders, at a discount from fair market value or pursuant to employee stock options that have an exercise price that is less than the fair market value of the Shares, either at the time of issuance or at the time of exercise) as long as (a) the General Partner concludes in good faith that such issuance is in the interests of the General Partner, the Parent and the Partnership and (b) the Parent transfers all proceeds from any such issuance or exercise to the Partnership as an additional Capital Contribution.

Issuances of Shares and Other Securities. The Parent Managing Member shall not grant, award award, or issue any additional Shares (other than Shares issued pursuant to Section 8.6 hereof or pursuant to a dividend or distribution (including any stock Share split) of Shares to all of its stockholders shareholders that results in an adjustment to the Conversion Factor pursuant to clause (i), (ii) or (iii) of the definition thereof), other equity securities of the ParentManaging Member, New Securities or Convertible Funding Debt unless (i) the General Partner Managing Member shall cause, pursuant to Section 4.2.A4.2.A hereof, the Partnership Company to issue to the ParentManaging Member, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership Company having designations, preferences and other rights, all such that the economic interests are substantially the same as those of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may bebe in that number equal to the number of such Shares, New Securities or Convertible Funding Debt or other equity securities of the Managing Member so issued divided by the Conversion Factor, and (ii) in exchange therefor, the Parent Managing Member transfers or otherwise causes to be transferred to the PartnershipCompany, as an additional Capital Contribution, the proceeds (if any) from the grant, award, or issuance of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, or from the exercise of rights contained in such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be (or, in the case of an acquisition described in Section 7.4.F in which all or a portion of the cash required to consummate such acquisition is to be obtained by the Parent Managing Member Entity through an issuance of Shares described in Section 4.2, the Parent Managing Member complies with such Section 7.4.F). Without limiting the foregoing, the Parent Managing Member is expressly authorized to issue additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, for less than fair market value, and the General Partner Managing Member is expressly authorized, pursuant to Section 4.2.A4.2.A hereof, to cause the Partnership Company to issue to the Parent Managing Member corresponding Partnership Interests, (for example, and not by way of limitation, the issuance of Shares and corresponding Partnership Units pursuant to a stock Share purchase plan providing for purchases of Shares, either by employees or stockholdersshareholders, at a discount from fair market value or pursuant to employee stock Share options that have an exercise price that is less than the fair market value of the Shares, either at the time of issuance or at the time of exercise) as long as (a) the General Partner Managing Member concludes in good faith that such issuance is in the interests of the General Partner, the Parent Managing Member and the Partnership Company and (b) the Parent Managing Member transfers all proceeds from any such issuance or exercise to the Partnership Company as an additional Capital Contribution.

Issuances of Shares and Other Securities. The Parent So long as the common shares of the General Partner Entity are Publicly Traded, the General Partner Entity shall not grant, award or issue any additional Shares (other than Shares issued pursuant to Section 8.6 hereof or pursuant to a dividend or distribution (including any stock share split) of Shares to all of its stockholders shareholders that results in an adjustment to the Conversion Factor pursuant to clause (i), (ii) or (iii) of the definition thereof), other equity securities of the ParentGeneral Partner Entity, New Securities or Convertible Funding Debt unless (i) the General Partner shall cause, pursuant to Section 4.2.A4.2.A hereof, the Partnership to issue to the ParentGeneral Partner, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially the same as those of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, and (ii) in exchange therefor, the Parent General Partner Entity transfers or otherwise causes to be transferred to the Partnership, as an additional Capital Contribution, the proceeds (if any) from the grant, award, or issuance of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, or from the exercise of rights contained in such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be (or, in the case of an acquisition described in Section 7.4.F in which all or a portion of the cash required to consummate such acquisition is to be obtained by the Parent General Partner Entity through an issuance of Shares described in Section 4.2, the Parent General Partner Entity complies with such Section 7.4.F). Without limiting the foregoing, the Parent General Partner Entity is expressly authorized to issue additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, for less than fair market value, and the General Partner is expressly authorized, pursuant to Section 4.2.A, to cause the Partnership to issue to the Parent corresponding Partnership Interests, (for example, and not by way of limitation, the issuance of Shares and corresponding Partnership Units pursuant to a stock purchase plan providing for purchases of Shares, either by employees or stockholders, at a discount from fair market value or pursuant to employee stock options that have an exercise price that is less than the fair market value of the Shares, either at the time of issuance or at the time of exercise) as long as (a) the General Partner concludes in good faith that such issuance is in the interests of the General Partner, the Parent and the Partnership and (b) the Parent transfers all proceeds from any such issuance or exercise to the Partnership as an additional Capital Contribution.Convertible

Issuances of Shares and Other Securities. The Parent shall not grant, award or issue any additional Shares (other than Shares issued pursuant to Section 8.6 hereof or pursuant to a dividend or distribution (including any stock split) of Shares to all of its stockholders that results in an adjustment to the Conversion Factor pursuant to clause (i), (ii) or (iii) of the definition thereof), other equity securities of the Parent, New Securities or Convertible Funding Debt unless (i) the General Partner shall cause, pursuant to Section 4.2.A4.2A hereof, the Partnership to issue to the Parent, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially the same as those of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, and (ii) in exchange therefor, the Parent transfers or otherwise causes to be transferred to the Partnership, as an additional Capital Contribution, the proceeds (if any) from the grant, award, or issuance of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, or from the exercise of rights contained in such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be (or, in the case of an acquisition described in Section 7.4.F 7.4F in which all or a portion of the cash required to consummate such acquisition is to be obtained by the Parent through an issuance of Shares described in Section 4.2, the Parent complies with such Section 7.4.F7.4F). Without limiting the foregoing, the Parent is expressly authorized to issue additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, for less than fair market value, and the General Partner is expressly authorized, pursuant to Section 4.2.A4.2A hereof, to cause the Partnership to issue to the Parent corresponding Partnership Interests, (for example, and not by way of limitation, the issuance of Shares and corresponding Partnership Units pursuant to a stock purchase plan providing for purchases of Shares, either by employees or stockholders, at a discount from fair market value or pursuant to employee stock options that have an exercise price that is less than the fair market value of the Shares, either at the time of issuance or at the time of exercise) as long as (a) the General Partner concludes in good faith that such issuance is in the interests of the General Partner, the Parent and the Partnership and (b) the Parent transfers all proceeds (if any) from any such issuance or exercise to the Partnership as an additional Capital Contribution. For avoidance of doubt, and without limiting the foregoing, to the extent that the Parent issues Shares to the Manager under the Management Agreement, the General Partner shall cause the Partnership to issue simultaneously an equivalent number of Partnership Units to the Parent for no additional consideration.

Issuances of Shares and Other Securities. The Parent General Partner shall not grant, award award, or issue any additional Shares (other than Shares issued pursuant to Section 8.6 hereof or pursuant to a dividend or distribution (including any stock share split) of Shares to all of its stockholders shareholders that results in an adjustment to the Conversion Factor pursuant to clause (i), (ii) or (iii) of the definition thereof), other equity securities of the ParentGeneral Partner, New Securities or Convertible Funding Debt unless unless: (i) the General Partner shall cause, pursuant to Section 4.2.A4.2.A hereof, the Partnership to issue to the ParentGeneral Partner, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially the same as those of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, ; and (ii) in exchange therefor, the Parent General Partner transfers or otherwise causes to be transferred to the Partnership, as an additional Capital Contribution, the proceeds (if any) from the grant, award, or issuance of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, or from the exercise of rights contained in such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be (or, in the case of an acquisition described in Section 7.4.F in which all or a portion of the cash required to consummate such acquisition is to be obtained by the Parent through an issuance of Shares described in Section 4.2, the Parent complies with such Section 7.4.F)be. Without limiting the foregoing, the Parent General Partner is expressly authorized to issue additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, for less than fair market value, and the General Partner is expressly authorized, pursuant to Section 4.2.A4.2.A hereof, to cause the Partnership to issue to the Parent General Partner corresponding Partnership Interests, (for example, and not by way of limitation, the issuance of Shares and corresponding Partnership Units pursuant to a stock share purchase plan providing for purchases of Shares, either by employees or stockholdersshareholders, at a discount from fair market value or pursuant to employee stock share options that have an exercise price that is less than the fair market value of the Shares, either at the time of issuance or at the time of exercise) as long as (a) the General Partner concludes in good faith that such issuance is in the interests of the General Partner, the Parent Partner and the Partnership and (b) the Parent General Partner transfers all proceeds from any such issuance or exercise to the Partnership as an additional Capital Contribution.

Issuances of Shares and Other Securities. The Parent After the date hereof, the General Partner Entity shall not grant, award or issue any additional Common Shares (other than Common Shares issued pursuant to Section 8.6 hereof or pursuant to a dividend or distribution (including any stock share split) of Common Shares to all of its stockholders holders of Common Shares that results in an adjustment to the Conversion Factor pursuant to clause (i), (ii) or (iii) of the definition thereof), other equity securities of the ParentGeneral Partner Entity, New Securities or Convertible Funding Debt unless (i) the General Partner shall cause, pursuant to Section 4.2.A4.2.A hereof, the Partnership to issue to the Parent, General Partner Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially the same as those of such additional Common Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, and (ii) in exchange therefor, the Parent General Partner transfers or otherwise causes to be transferred to the Partnership, as an additional Capital Contribution, the proceeds (if any) from the grant, award, award or issuance of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, or from the exercise of rights contained in such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be (or, in the case of an acquisition described in Section 7.4.F in which all or a portion of the cash required to consummate such acquisition is to be obtained by the Parent through an issuance of Shares described in Section 4.2, the Parent complies with such Section 7.4.F)be. Without limiting the foregoing, the Parent General Partner Entity is expressly authorized to issue additional Common HB 1460346 Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, for less than fair market value, and the General Partner is expressly authorized, pursuant to Section 4.2.A4.2.A hereof, to cause the Partnership to issue to the Parent General Partner corresponding Partnership Interests, Interests (for example, and not by way of limitation, the issuance of Shares and corresponding Partnership Units pursuant to a stock share purchase plan providing for purchases of Shares, either by employees or stockholdersshareholders, at a discount from fair market value or pursuant to employee stock share options that have an exercise price that is less than the fair market value of the Shares, either at the time of issuance or at the time of exercise) ), as long as (a) the General Partner concludes in good faith that such issuance is in the interests of the General Partner, the Parent Partner and the Partnership and (b) the Parent General Partner transfers all proceeds from any such issuance or exercise to the Partnership as an additional Capital Contribution.

Issuances of Shares and Other Securities. The Parent General Partner shall not grant, award award, or issue any additional Shares (other than Shares issued pursuant to Section 8.6 hereof or pursuant to a dividend or distribution (including any stock share split) of Shares to all of its stockholders shareholders that results in an adjustment to the Conversion Factor pursuant to clause (i), (ii) or (iii) of the definition thereof), other equity securities of the ParentGeneral Partner, New Securities or Convertible Funding Debt unless (i) the General Partner shall cause, pursuant to Section 4.2.A4.2.A hereof, the Partnership to issue to the ParentGeneral Partner, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially the same as those of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, and (ii) in exchange therefor, the Parent General Partner transfers or otherwise causes to be transferred to the Partnership, as an additional Capital Contribution, the proceeds (if any) from the grant, award, or issuance of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, or from the exercise of rights contained in such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be (or, in the case of an acquisition described in Section 7.4.F in which all or a portion of the cash required to consummate such acquisition is to be obtained by the Parent General Partner Entity through an issuance of Shares described in Section 4.2, the Parent General Partner complies with such Section 7.4.F) (provided, however, that the General Partner shall not be required to comply with the requirements of this sentence as to the portion of the proceeds from its initial public offering used to repay existing indebtedness (including accrued and unpaid interest) of High Tide LLC, a predecessor of the General Partner, to the Partnership). Without limiting the foregoing, the Parent General Partner is expressly authorized to issue additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, for less than fair market value, and the General Partner is expressly authorized, pursuant to Section 4.2.A4.2.A hereof, to cause the Partnership to issue to the Parent General Partner corresponding Partnership Interests, (for example, and not by way of limitation, the issuance of Shares and corresponding Partnership Units pursuant to a stock share purchase plan providing for purchases of Shares, either by employees or stockholdersshareholders, at a discount from fair market value or pursuant to employee stock share options that have an exercise price that is less than the fair market value of the Shares, either at the time of issuance or at the time of exercise) as long as (a) the General Partner concludes in good faith that such issuance is in the interests of the General Partner, the Parent Partner and the Partnership and (b) the Parent General Partner transfers all proceeds from any such issuance or exercise to the Partnership as an additional Capital Contribution.

Issuances of Shares and Other Securities. The Parent So long as the common shares of the General Partner Entity are Publicly Traded, the General Partner Entity shall not grant, award or issue any additional Shares (other than Shares issued pursuant to Section 8.6 hereof or pursuant to a dividend or distribution (including any stock share split) of Shares to all of its stockholders shareholders that results in an adjustment to the Conversion Factor pursuant to clause (i), (ii) or (iii) of the definition thereof), other equity securities of the ParentGeneral Partner Entity, New Securities or Convertible Funding Debt unless (i) the General Partner shall cause, pursuant to Section 4.2.A4.2.A hereof, the Partnership to issue to the ParentGeneral Partner Entity, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially the same as those of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, and (ii) in exchange therefor, the Parent General Partner Entity transfers or otherwise causes to be transferred to the Partnership, as an additional Capital Contribution, the proceeds (if any) from the grant, award, or issuance of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, or from the exercise of rights contained in such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be (or, in the case of an acquisition described in Section 7.4.F in which all or a portion of the cash required to consummate such acquisition is to be obtained by the Parent General Partner Entity through an issuance of Shares described in Section 4.2, the Parent General Partner Entity complies with such Section 7.4.F). Without limiting the foregoing, the Parent General Partner Entity is expressly authorized to issue additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, for less than fair market value, and the General Partner is expressly authorized, pursuant to Section 4.2.A4.2.A hereof, to cause the Partnership to issue to the Parent General Partner Entity corresponding Partnership Interests, Interests (for example, and not by way of limitation, the issuance of Shares and corresponding Partnership Units pursuant to a stock share purchase plan providing for purchases of Shares, either by employees or stockholdersshareholders, at a discount from fair market value or pursuant to employee stock share options that have an exercise price that is less than the fair market value of the Shares, either at the time of issuance or at the time of exercise) ), as long as (a) the General Partner concludes in good faith that such issuance is in the interests of the General Partner, the Parent Partner Entity and the Partnership and (b) the Parent General Partner Entity transfers all proceeds from any such issuance or exercise to the Partnership as an additional Capital Contribution.

Issuances of Shares and Other Securities. The Parent After the date hereof, the General Partner Entity shall not grant, award or issue any additional Common Shares (other than Common Shares issued pursuant to Section 8.6 hereof or pursuant to a dividend or distribution (including any stock share split) of Common Shares to all of its stockholders holders of Common Shares that results in an adjustment to the Conversion Factor pursuant to clause (i), (ii) or (iii) of the definition thereof), other equity securities of the ParentGeneral Partner Entity, New Securities or Convertible Funding Debt unless (i) the General Partner shall cause, pursuant to Section 4.2.A4.2.A hereof, the Partnership to issue to the Parent, General Partner Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially the same as those of such additional Common Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, and (ii) in exchange therefor, the Parent General Partner transfers or otherwise causes to be transferred to the Partnership, as an additional Capital Contribution, the proceeds (if any) from the grant, award, award or issuance of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, or from the exercise of rights contained in such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be (or, in the case of an acquisition described in Section 7.4.F in which all or a portion of the cash required to consummate such acquisition is to be obtained by the Parent through an issuance of Shares described in Section 4.2, the Parent complies with such Section 7.4.F)be. Without limiting the foregoing, the Parent General Partner Entity is expressly authorized to issue additional Common Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, for less than fair market value, and the General Partner is expressly authorized, pursuant to Section 4.2.A4.2.A hereof, to cause the Partnership to issue to the Parent General Partner corresponding Partnership Interests, Interests (for example, and not by way of limitation, the issuance of Shares and corresponding Partnership Units pursuant to a stock share purchase plan providing for purchases of Shares, either by employees or stockholdersshareholders, at a discount from fair market value or pursuant to employee stock share options that have an exercise price that is less than the fair market value of the Shares, either at the time of issuance or at the time of exercise) ), as long as (a) the General Partner concludes in good faith that such issuance is in the interests of the General Partner, the Parent Partner and the Partnership and (b) the Parent General Partner transfers all proceeds from any such issuance or exercise to the Partnership as an additional Capital Contribution.. E.

Issuances of Shares and Other Securities. The Parent shall not grant, award or issue any additional Shares (other than Shares issued pursuant to Section 8.6 or pursuant to a dividend or distribution (including any stock split) of Shares to all of its stockholders that results in an adjustment to the Conversion Factor pursuant to clause (i), (ii) or (iii) of the definition thereof), other equity securities of the Parent, New Securities or Convertible Funding Debt unless (i) the General Partner shall cause, pursuant to Section 4.2.A, the Partnership to issue to the Parent, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially the same as those of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, and (ii) in exchange therefor, the Parent transfers or otherwise causes to be transferred to the Partnership, as an additional Capital Contribution, the net proceeds (if any) from the grant, award, or issuance of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, or from the exercise of rights contained in such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be (or, in the case of an acquisition described in Section 7.4.F in which all or a portion of the cash required to consummate such acquisition is to be obtained by the Parent through an issuance of Shares described in Section 4.2, the Parent complies with such Section 7.4.F). Without limiting the foregoing, the Parent is expressly authorized to issue additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, for less than fair market value, and the General Partner is expressly authorized, pursuant to Section 4.2.A, to cause the Partnership to issue to the Parent corresponding Partnership Interests, (for example, and not by way of limitation, the issuance of Shares and corresponding Partnership Units pursuant to a stock purchase plan providing for purchases of Shares, either by employees or stockholders, at a discount from fair market value or pursuant to employee stock options that have an exercise price that is less than the fair market value of the Shares, either at the time of issuance or at the time of exercise) as long as (a) the General Partner concludes in good faith that such issuance is in the interests of the General Partner, the Parent and the Partnership and (b) the Parent transfers all net proceeds (if any) from any such issuance or exercise to the Partnership as an additional Capital Contribution.

Issuances of Shares and Other Securities. The Parent General Partner shall not grant, award award, or issue any additional Shares (other than Shares issued pursuant to Section 8.6 hereof or pursuant to a dividend or distribution (including any stock share split) of Shares to all of its stockholders shareholders that results in an adjustment to the Conversion Factor pursuant to clause (i), (ii) or (iii) of the definition thereof), other equity securities of the ParentGeneral Partner, New Securities or Convertible Funding Debt unless (i) the General Partner shall cause, pursuant to Section 4.2.A4.2.A hereof, the Partnership to issue to the ParentGeneral Partner, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially the same as those of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, and (ii) in exchange therefor, the Parent General Partner transfers or otherwise causes to be transferred to the Partnership, as an additional Capital Contribution, the proceeds (if any) from the grant, award, or issuance of such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, or from the exercise of rights contained in such additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be (or, in the case of an acquisition described in Section 7.4.F in which all or a portion of the cash required to consummate such acquisition is to be obtained by the Parent General Partner Entity through an issuance of Shares described in Section 4.2, the Parent General Partner complies with such Section 7.4.F). Without limiting the foregoing, the Parent General Partner is expressly authorized to issue additional Shares, other equity securities, New Securities or Convertible Funding Debt, as the case may be, for less than fair market value, and the General Partner is expressly authorized, pursuant to Section 4.2.A4.2.A hereof, to cause the Partnership to issue to the Parent General Partner corresponding Partnership Interests, (for example, and not by way of limitation, the issuance of Shares and corresponding Partnership Units pursuant to a stock share purchase plan providing for purchases of Shares, either by employees or stockholdersshareholders, at a discount from fair market value or pursuant to employee stock share options that have an exercise price that is less than the fair market value of the Shares, either at the time of issuance or at the time of exercise) as long as (a) the General Partner concludes in good faith that such issuance is in the interests of the General Partner, the Parent Partner and the Partnership and (b) the Parent General Partner transfers all proceeds from any such issuance or exercise to the Partnership as an additional Capital Contribution.