Common use of Put/Call Clause in Contracts

Put/Call. (a) For purposes of this Section 7.8, each of the following events shall constitute a “Put/Call Event:” (i) the appointment or election by the Board of Directors of the General Partner of an individual to serve as the Chairman, Chief Executive Officer or Chief Operating Officer of the General Partner (other than those individuals serving in such capacities as of the date of this Agreement), which appointment or election was voted against by the Adena Director; and (ii) the issuance of Limited Partnership Interests by the Partnership or the issuance of Incentive Distribution Rights by the Master Limited Partnership, in either case, in a transaction approved by the General Partner but voted against by the Adena Director. (b) Upon the occurrence of a Put/Call Event and prior to the Put/Call Expiration Date, Adena shall have the right (the “Put Right”) during the 30 days immediately following the occurrence of such Put/Call Event (the “Put Period”) to require the Partnership to redeem all, but not less than all, of the Limited Partnership Interests held by Adena and its Permitted Transferees at the Put Price and on the Put Terms. Adena shall exercise the Put Right by delivery of written notice to the Partnership during the Put Period (the “Put Notice”). Upon Adena’s exercise of the Put Right, each of Adena’s Permitted Transferees shall be deemed to have agreed to participate in the Put Right. (c) If the Put Right has not been exercised by Adena during the Put Period pursuant to Section 7.8(b), the Partnership shall have the right (the “Call Right”) during the 30 days immediately following the expiration of the Put Period (the “Call Period”) to elect to redeem from Adena and its Permitted Transferees all, but not less than all, of the Limited Partnership Interests held by Adena and its Permitted Transferees at the Call Price and on the Call Terms. The Partnership shall exercise the Call Right by delivery of written notice to Adena during the Call Period (the “Call Notice”). Upon exercise of the Call Right, Adena shall cause its Permitted Transferees to participate in the Call Right. (d) Upon exercise of the Put Right by Adena, the Partnership shall redeem, and the Electing Limited Partners shall purchase, as applicable, all of the Limited Partnership Interests held by Adena and its Permitted Transferees upon the following terms (the “Put Terms”): (i) The closing of the redemption or purchase, as applicable, of such Limited Partnership Interests shall take place on such date as is mutually agreed by Adena and the General Partner, which date shall be not more than 180 days after the date of delivery of the Put Notice (plus any delay necessary to cause the Partnership or the Electing Limited Partners, as applicable, to comply with any applicable requirements of the HSR Act); (ii) The Put Price payable to Adena and its Permitted Transferees shall be paid at the closing in cash by wire transfer of immediately available funds; (iii) Adena shall, and shall cause its Permitted Transferees, as a condition to receipt of the Put Price, deliver such instruments to the Partnership and the Electing Limited Partners, as applicable, in form and substance reasonably satisfactory to the General Partner, as the General Partner determines to be necessary to effect the redemption or purchase, as applicable, of such Limited Partnership Interests, including, without limitation, representations and warranties from Adena and its Permitted Transferees regarding (A) their power, authority and legal capacity to transfer such Limited Partnership Interests, (B) their ownership of all right, title and interest in and to such Limited Partnership Interests free and clear of any liens or other encumbrances thereon, (C) the absence of any violation, default or acceleration of any agreement or instrument pursuant to which they or their assets are bound or subject in connection with such redemption or purchase, as applicable, and (D) the receipt of all governmental and third party approvals, consents, filings or notifications required to be obtained by them in connection with such redemption or purchase, as applicable; and (iv) Adena and its Permitted Transferees shall pay all of the costs and expenses incurred by Adena, its Permitted Transferees, the Partnership, the General Partner and the Electing Limited Partners in connection with the exercise of the Put Right and the redemption by the Partnership or the purchase by the Electing Limited Partners, as applicable, of the Limited Partnership Interests that are subject to the Put Right, including, without limitation, all fees and expenses of counsel to the Partnership, the General Partner and the conflicts committee of the General Partner and all fees and expenses of the investment banking firm incurred in connection with the determination of the Put Price; provided, however, that Adena and its Permitted Transferees shall only be required to pay the fees and expenses of one counsel to the Electing Limited Partners. Notwithstanding the foregoing, Adena and its Permitted Transferees, on the one hand, and the Partnership, on the other hand, shall each pay one-half of the fees and expenses of the American Arbitration Association (“AAA”), if applicable. (e) Upon exercise of the Call Right by the Partnership, the Partnership shall redeem and the Electing Limited Partners shall purchase, as applicable, all of the Limited Partnership Interests held by Adena and its Permitted Transferees upon the following terms (the “Call Terms”): (i) The closing of the redemption or purchase, as applicable, of such Limited Partnership Interests shall take place on such date as is mutually agreed by Adena and the General Partner, which date shall be not more than 180 days after the date of delivery of the Call Notice (plus any delay necessary to cause the Partnership or the Electing Limited Partners, as applicable, to comply with any applicable requirements of the HSR Act); (ii) The Call Price payable to Adena and each of its Permitted Transferees shall be paid at the closing in cash by wire transfer of immediately available funds; (iii) Adena shall, and shall cause its Permitted Transferees, as a condition to receipt of the Call Price, deliver such instruments to the Partnership and the Electing Limited Partners, as applicable, in form and substance reasonably satisfactory to the General Partner, as the General Partner determines to be necessary to effect the redemption or purchase, as applicable, of such Limited Partnership Interests, including, without limitation, representations and warranties from Adena and its Permitted Transferees regarding (A) their power, authority and legal capacity to transfer such Limited Partnership Interests, (B) their ownership of all right, title and interest in and to such Limited Partnership Interests free and clear of any liens or other encumbrances thereon, (C) the absence of any violation, default or acceleration of any agreement or instrument pursuant to which they or their assets are bound or subject in connection with such redemption or purchase, as applicable, and (D) the receipt of all governmental and third party approvals, consents, filings or notifications required to be obtained by them in connection with such redemption or purchase, as applicable; and (iv) The Partnership shall pay all of the costs and expenses incurred by Adena, its Permitted Transferees, the Partnership, the General Partner and the Electing Limited Partners in connection with the exercise of the Call Right and the redemption by the Partnership or the purchase by the Electing Limited Partners, as applicable, of the Limited Partnership Interests that are subject to the Call Right, including, without limitation, all fees and expenses of counsel to the Partnership, the General Partner and the conflicts committee of the General Partner and all fees and expenses of the investment banking firm incurred in connection with the determination of the Call Price; provided, however, that the Partnership shall only be required to pay the fees and expenses of one counsel to Adena and its Permitted Transferees and one counsel to the Electing Limited Partners. Notwithstanding the foregoing, Adena and its Permitted Transferees, on the one hand, and the Partnership, on the other hand, shall each pay one-half of the fees and expenses of AAA, if applicable. (f) The Put Price or the Call Price, as the case may be, shall be an amount agreed upon by Adena and the General Partner. If Adena and the General Partner cannot agree on the Put Price or the Call Price, as the case may be, within 15 Business Days after the date of delivery of the Put Notice or the Call Notice, as the case may be, the Put Price or the Call Price, as the case may be, shall be determined in accordance with this Section 7.8(f) by a nationally recognized investment banking firm mutually selected by Adena and the General Partner. If such Adena and the General Partner are unable, within five Business Days after the expiration of such 15 Business Day period, to agree upon an investment banking firm, then Adena (in the case of the Put Price) or the General Partner (in the case of the Call Price) shall promptly submit the selection of the nationally recognized investment banking firm to AAA, such selection by AAA to be made within 10 Business Days. The determination of the Put Price or the Call Price, as the case may be, by the investment banking firm selected pursuant to this Section 7.8(f) shall be made within 30 days after its selection and shall be final and binding upon Adena, its Permitted Transferees, the General Partner, the Partnership and the Electing Limited Partners. The costs of such investment banking firm shall be borne by Adena and its Permitted Transferees, in connection with the determination of the Put Price, and by the Partnership, in connection with the determination of the Call Price. The costs of AAA, if applicable, shall be borne one-half by Adena and its Permitted Transferees, on the one hand, and one-half by the Partnership, on the other hand, in connection with the determination of the Put Price or the Call Price. For purposes of this Section 7.8, the “Put Price” or the “Call Price” shall be equal to the fair market value, as of the date of the delivery of the Put Notice or the Call Notice, as the case may be, of all Limited Partnership Interests then held by Adena and its Permitted Transferees and shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for such Limited Partnership Interests subject, in the case of the Put Price, to a 30% minority interest discount. (g) From and after the date of delivery of the Put Notice or the Call Notice, as the case may be, Adena and its Permitted Transferees shall continue to receive distributions from the Partnership until such time as the transaction contemplated by the Put Notice or the Call Notice, as the case may be, has closed. (h) The payments to be made to Adena and its Permitted Transferees in connection with the exercise by Adena of the Put Right or the exercise by the Partnership of the Call Right, as the case may be, pursuant to this Section 7.8 are, and shall be conclusively deemed to be, (i) in complete liquidation and satisfaction of all the rights and interest of Adena and such Permitted Transferees (and of any and all Persons claiming by, through, or under Adena and such Permitted Transferees) in and in respect of the Partnership, including, without limitation, any interest in the Partnership, any rights in specific Partnership property, and any rights against the Partnership and (insofar as the affairs of the Partnership are concerned) against the Partners, (ii) shall constitute a compromise as to which all Partners have agreed pursuant to Section 17-502(b) of the Act, and (iii) none of Adena or any of its Permitted Transferees shall be entitled to claim or receive any further or different distribution or payment under Section 17-604 of the Act. (i) The General Partner shall have the right to assign all or any portion of the Partnership’s redemption obligation under Section 7.8(a) or the Partnership’s redemption rights under Section 7.8(b), as the case may be, to the Limited Partners (other than Adena and its Permitted Transferees), pro rata in accordance with their respective Percentage Interests as of the date of delivery of the Put Notice or the Call Notice, as the case may be, by delivering written notice to such Limited Partners specifying (i) the aggregate amount of Limited Partnership Interests of Adena and its Permitted Transferees that the General Partner desires to assign for purchase by such other Limited Partners, (ii) each such Limited Partner’s pro rata share of such Limited Partnership Interests and (iii) the purchase price therefore (which shall be the applicable portion of the Put Price or the Call Price, as the case may be). Each such Limited Partner shall notify the General Partner, not less than five Business Days after the date of delivery of such notice from the General Partner, of its desire to purchase its pro rata share of such Limited Partnership Interests and the amount of any additional Limited Partnership Interests (not to exceed the aggregate amount specified in the General Partner’s notice) such Limited Partner is willing to purchase in the event that less than all of such Limited Partners desire to purchase their pro rata share of such Limited Partnership Interests. If the aggregate amount of Limited Partnership Interests offered to be purchased by such Limited Partners equals or exceeds the aggregate amount of Limited Partnership Interests specified in the General Partner’s notice, each such Limited Partner shall be entitled to purchase an amount of Limited Partnership Interests equal to the lesser of (A) the amount specified in such Limited Partner’s notice and (B) the amount determined by multiplying (x) the aggregate amount of Limited Partnership Interests that are the subject of the General Partner’s notice by (y) a fraction the numerator of which is the Percentage Interest of such Limited Partner and the denominator of which is the aggregate Percentage Interests of all Limited Partners that have elected to purchase Limited Partnership Interests. Any remaining Limited Partnership Interests that are the subject of the General Partner’s notice shall be allocated to those Limited Partners that offered to purchase in excess of their pro rata share, pro rata to such Limited Partners based upon the amount of Limited Partnership Interests which each such Limited Partner is entitled to purchase pursuant to the preceding sentence or as such Limited Partners may otherwise agree. (j) Each Permitted Transferee of Adena acknowledges and agrees to be bound by the provisions of this Section 7.8.

Put/Call. (a) For purposes At any time during the period beginning January 1, 2024 and ending on June 30, 2024, and during the same six-month period that commences in each of this Section 7.8calendar years 2025 and 2026 (each such six-month period, a “Put Exercise Period”), each of the following events shall constitute a “Put/Call Event:” (i) the appointment or election by the Board of Directors of the General Partner of an individual to serve as the Chairman, Chief Executive Officer or Chief Operating Officer of the General Partner (other than those individuals serving in such capacities as of the date of this Agreement), which appointment or election was voted against by the Adena Director; and (ii) the issuance of Limited Partnership Interests by the Partnership or the issuance of Incentive Distribution Rights by the Master Limited Partnership, in either case, in a transaction approved by the General Partner but voted against by the Adena Director. (b) Upon the occurrence of a Put/Call Event and prior to the Put/Call Expiration Date, Adena Rollover Equityholder shall have the right for each such Put Exercise Period to put one-third (the “Put Right”) during the 30 days immediately following the occurrence of such Put/Call Event (the “Put Period”) to require the Partnership to redeem all, but not less than allone-third) of its Units to Holdings (or at Holdings’ sole discretion, of the Limited Partnership Interests held by Adena and its Permitted Transferees at Company) (the Put Price and on the Put Terms. Adena shall exercise the Put Right “Put”), by delivery of a written notice to Holdings and the Partnership during the Put Period Company (the “Put Notice”). Upon Adena’s exercise . (b) At any time during the period beginning January 1, 2024 and ending on June 30, 2024, and during the same six-month period that commences in each of calendar years 2025 and 2026 (each such six-month period, a “Call Exercise Period”), Holdings (or at Holdings’ sole discretion, the Company) shall have the right for each such period to purchase one-third (but not less than one-third) of the Put Right, Units from any Rollover Equityholder (the “Call” and each of Adena’s Permitted Transferees shall be deemed a Put and a Call, a “Put/Call”), by delivery of a written notice to have agreed to participate in the such Rollover Equityholder (a “Call Notice” and each Call Notice and Put RightNotice, a “Put/Call Notice”). The date of delivery of a Put/Call Notice is the “Put/Call Notice Date”. (c) If during any Put Exercise Period, a Rollover Equityholder does not exercise the Put Right has Put, and Holdings and the Company do not been exercised by Adena exercise the Call during the Put Period pursuant to Section 7.8(b)corresponding Call Exercise Period, the Partnership then: (i) such Rollover Equityholder shall have the right (but not the “Call Right”obligation) during the 30 days immediately following the expiration to include an additional one-third of such Rollover Equityholder’s Units for purposes of exercising the Put Period in the next succeeding Put Exercise Period; and (ii) Holdings (or at Holdings’ sole discretion, the “Call Period”Company) shall have the right (but not the obligation) to elect to redeem from Adena and its Permitted Transferees all, but not less than all, include an additional one-third of the Limited Partnership Interests held by Adena and its Permitted Transferees at such Rollover Equityholder’s Units for purposes of exercising the Call Price and on the Call Terms. The Partnership shall exercise the Call Right by delivery of written notice to Adena during the Call Period (the “Call Notice”). Upon exercise of the Call Right, Adena shall cause its Permitted Transferees to participate in the next succeeding Call RightExercise Period. (d) Upon exercise of If a Rollover Equityholder has not exercised the Put Right by Adena, during the Partnership shall redeemfirst two Put Exercise Periods, and Holdings and the Electing Limited Partners shall purchaseCompany have not exercised the Call during the first two Call Exercise Periods, as applicable, all of the Limited Partnership Interests held by Adena and its Permitted Transferees upon the following terms (the “Put Terms”):then: (i) The closing of such Rollover Equityholder shall have the redemption or purchase, as applicable, right (but not the obligation) to include all of such Limited Partnership Interests shall take place on such date as is mutually agreed by Adena and the General Partner, which date shall be not more than 180 days after the date of delivery of Rollover Equityholder’s Units when exercising the Put Notice (plus any delay necessary to cause in the Partnership or the Electing Limited Partners, as applicable, to comply with any applicable requirements of the HSR Act);third Put Exercise Period; and (ii) The Put Price payable to Adena and its Permitted Transferees shall be paid Holdings (or at the closing in cash by wire transfer of immediately available funds; (iii) Adena shall, and shall cause its Permitted Transferees, as a condition to receipt of the Put Price, deliver such instruments to the Partnership and the Electing Limited Partners, as applicable, in form and substance reasonably satisfactory to the General Partner, as the General Partner determines to be necessary to effect the redemption or purchase, as applicable, of such Limited Partnership Interests, including, without limitation, representations and warranties from Adena and its Permitted Transferees regarding (A) their power, authority and legal capacity to transfer such Limited Partnership Interests, (B) their ownership of all right, title and interest in and to such Limited Partnership Interests free and clear of any liens or other encumbrances thereon, (C) the absence of any violation, default or acceleration of any agreement or instrument pursuant to which they or their assets are bound or subject in connection with such redemption or purchase, as applicable, and (D) the receipt of all governmental and third party approvals, consents, filings or notifications required to be obtained by them in connection with such redemption or purchase, as applicable; and (iv) Adena and its Permitted Transferees shall pay all of the costs and expenses incurred by Adena, its Permitted TransfereesHoldings’ sole discretion, the Partnership, the General Partner and the Electing Limited Partners in connection with the exercise of the Put Right and the redemption by the Partnership or the purchase by the Electing Limited Partners, as applicable, of the Limited Partnership Interests that are subject to the Put Right, including, without limitation, all fees and expenses of counsel to the Partnership, the General Partner and the conflicts committee of the General Partner and all fees and expenses of the investment banking firm incurred in connection with the determination of the Put Price; provided, however, that Adena and its Permitted Transferees shall only be required to pay the fees and expenses of one counsel to the Electing Limited Partners. Notwithstanding the foregoing, Adena and its Permitted Transferees, on the one hand, and the Partnership, on the other hand, shall each pay one-half of the fees and expenses of the American Arbitration Association (“AAA”), if applicable. (eCompany) Upon exercise of the Call Right by the Partnership, the Partnership shall redeem and the Electing Limited Partners shall purchase, as applicable, all of the Limited Partnership Interests held by Adena and its Permitted Transferees upon the following terms (the “Call Terms”): (i) The closing of the redemption or purchase, as applicable, of such Limited Partnership Interests shall take place on such date as is mutually agreed by Adena and the General Partner, which date shall be not more than 180 days after the date of delivery of the Call Notice (plus any delay necessary to cause the Partnership or the Electing Limited Partners, as applicable, to comply with any applicable requirements of the HSR Act); (ii) The Call Price payable to Adena and each of its Permitted Transferees shall be paid at the closing in cash by wire transfer of immediately available funds; (iii) Adena shall, and shall cause its Permitted Transferees, as a condition to receipt of the Call Price, deliver such instruments to the Partnership and the Electing Limited Partners, as applicable, in form and substance reasonably satisfactory to the General Partner, as the General Partner determines to be necessary to effect the redemption or purchase, as applicable, of such Limited Partnership Interests, including, without limitation, representations and warranties from Adena and its Permitted Transferees regarding (A) their power, authority and legal capacity to transfer such Limited Partnership Interests, (B) their ownership of all right, title and interest in and to such Limited Partnership Interests free and clear of any liens or other encumbrances thereon, (C) the absence of any violation, default or acceleration of any agreement or instrument pursuant to which they or their assets are bound or subject in connection with such redemption or purchase, as applicable, and (D) the receipt of all governmental and third party approvals, consents, filings or notifications required to be obtained by them in connection with such redemption or purchase, as applicable; and (iv) The Partnership shall pay all of the costs and expenses incurred by Adena, its Permitted Transferees, the Partnership, the General Partner and the Electing Limited Partners in connection with the exercise of the Call Right and the redemption by the Partnership or the purchase by the Electing Limited Partners, as applicable, of the Limited Partnership Interests that are subject to the Call Right, including, without limitation, all fees and expenses of counsel to the Partnership, the General Partner and the conflicts committee of the General Partner and all fees and expenses of the investment banking firm incurred in connection with the determination of the Call Price; provided, however, that the Partnership shall only be required to pay the fees and expenses of one counsel to Adena and its Permitted Transferees and one counsel to the Electing Limited Partners. Notwithstanding the foregoing, Adena and its Permitted Transferees, on the one hand, and the Partnership, on the other hand, shall each pay one-half of the fees and expenses of AAA, if applicable. (f) The Put Price or the Call Price, as the case may be, shall be an amount agreed upon by Adena and the General Partner. If Adena and the General Partner cannot agree on the Put Price or the Call Price, as the case may be, within 15 Business Days after the date of delivery of the Put Notice or the Call Notice, as the case may be, the Put Price or the Call Price, as the case may be, shall be determined in accordance with this Section 7.8(f) by a nationally recognized investment banking firm mutually selected by Adena and the General Partner. If such Adena and the General Partner are unable, within five Business Days after the expiration of such 15 Business Day period, to agree upon an investment banking firm, then Adena (in the case of the Put Price) or the General Partner (in the case of the Call Price) shall promptly submit the selection of the nationally recognized investment banking firm to AAA, such selection by AAA to be made within 10 Business Days. The determination of the Put Price or the Call Price, as the case may be, by the investment banking firm selected pursuant to this Section 7.8(f) shall be made within 30 days after its selection and shall be final and binding upon Adena, its Permitted Transferees, the General Partner, the Partnership and the Electing Limited Partners. The costs of such investment banking firm shall be borne by Adena and its Permitted Transferees, in connection with the determination of the Put Price, and by the Partnership, in connection with the determination of the Call Price. The costs of AAA, if applicable, shall be borne one-half by Adena and its Permitted Transferees, on the one hand, and one-half by the Partnership, on the other hand, in connection with the determination of the Put Price or the Call Price. For purposes of this Section 7.8, the “Put Price” or the “Call Price” shall be equal to the fair market value, as of the date of the delivery of the Put Notice or the Call Notice, as the case may be, of all Limited Partnership Interests then held by Adena and its Permitted Transferees and shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for such Limited Partnership Interests subject, in the case of the Put Price, to a 30% minority interest discount. (g) From and after the date of delivery of the Put Notice or the Call Notice, as the case may be, Adena and its Permitted Transferees shall continue to receive distributions from the Partnership until such time as the transaction contemplated by the Put Notice or the Call Notice, as the case may be, has closed. (h) The payments to be made to Adena and its Permitted Transferees in connection with the exercise by Adena of the Put Right or the exercise by the Partnership of the Call Right, as the case may be, pursuant to this Section 7.8 are, and shall be conclusively deemed to be, (i) in complete liquidation and satisfaction of all the rights and interest of Adena and such Permitted Transferees (and of any and all Persons claiming by, through, or under Adena and such Permitted Transferees) in and in respect of the Partnership, including, without limitation, any interest in the Partnership, any rights in specific Partnership property, and any rights against the Partnership and (insofar as the affairs of the Partnership are concerned) against the Partners, (ii) shall constitute a compromise as to which all Partners have agreed pursuant to Section 17-502(b) of the Act, and (iii) none of Adena or any of its Permitted Transferees shall be entitled to claim or receive any further or different distribution or payment under Section 17-604 of the Act. (i) The General Partner shall have the right (but not the obligation) to assign all or any portion of the Partnership’s redemption obligation under Section 7.8(a) or the Partnership’s redemption rights under Section 7.8(b), as the case may be, to the Limited Partners (other than Adena and its Permitted Transferees), pro rata in accordance with their respective Percentage Interests as of the date of delivery of the Put Notice or the Call Notice, as the case may be, by delivering written notice to such Limited Partners specifying (i) the aggregate amount of Limited Partnership Interests of Adena and its Permitted Transferees that the General Partner desires to assign for purchase by such other Limited Partners, (ii) each such Limited Partner’s pro rata share of such Limited Partnership Interests and (iii) the purchase price therefore (which shall be the applicable portion of the Put Price or the Call Price, as the case may be). Each such Limited Partner shall notify the General Partner, not less than five Business Days after the date of delivery of such notice from the General Partner, of its desire to purchase its pro rata share of such Limited Partnership Interests and the amount of any additional Limited Partnership Interests (not to exceed the aggregate amount specified in the General Partner’s notice) such Limited Partner is willing to purchase in the event that less than include all of such Limited Partners desire to purchase their pro rata share of such Limited Partnership Interests. If Rollover Equityholder’s Units when exercising the aggregate amount of Limited Partnership Interests offered to be purchased by such Limited Partners equals or exceeds the aggregate amount of Limited Partnership Interests specified Call in the General Partner’s notice, each such Limited Partner shall be entitled to purchase an amount of Limited Partnership Interests equal to the lesser of (A) the amount specified in such Limited Partner’s notice and (B) the amount determined by multiplying (x) the aggregate amount of Limited Partnership Interests that are the subject of the General Partner’s notice by (y) a fraction the numerator of which is the Percentage Interest of such Limited Partner and the denominator of which is the aggregate Percentage Interests of all Limited Partners that have elected to purchase Limited Partnership Interests. Any remaining Limited Partnership Interests that are the subject of the General Partner’s notice shall be allocated to those Limited Partners that offered to purchase in excess of their pro rata share, pro rata to such Limited Partners based upon the amount of Limited Partnership Interests which each such Limited Partner is entitled to purchase pursuant to the preceding sentence or as such Limited Partners may otherwise agreethird Call Exercise Period. (j) Each Permitted Transferee of Adena acknowledges and agrees to be bound by the provisions of this Section 7.8.

Put/Call. (a) For purposes of this Section 7.8, each At any time within the 45 day period commencing on the fifth anniversary of the following events shall constitute a “Put/Call Event:” (i) the appointment or election by the Board of Directors of the General Partner of an individual to serve as the Chairman, Chief Executive Officer or Chief Operating Officer of the General Partner (other than those individuals serving in such capacities as of the date of this Agreement), which appointment or election was voted against by the Adena Director; and (ii) the issuance of Limited Partnership Interests by the Partnership or the issuance of Incentive Distribution Rights by the Master Limited Partnership, in either case, in a transaction approved by the General Partner but voted against by the Adena Director. (b) Upon the occurrence of a Put/Call Event and prior to the Put/Call Expiration Effective Date, Adena the Fox Member shall have the right (the “Put Right”) during the 30 days immediately following the occurrence of such Put/Call Event (the “Put Period”) to require the Partnership Healtheon Member to redeem allpurchase (the "Put") from the Fox Member, and the Healtheon Member shall have the right to require the Fox Member to sell to the Healtheon Member (the "Call"), all (but not less than all, ) of the Limited Partnership he Fox Member's Interests held by Adena and its Permitted Transferees at the Put Price and on the Put Terms. Adena shall exercise the Put Right by delivery of written notice to the Partnership during the Put Period (the “Put Notice”). Upon Adena’s exercise of the Put Right, each of Adena’s Permitted Transferees shall be deemed to have agreed to participate in the Put Right. (c) If the Put Right has not been exercised by Adena during the Put Period pursuant to Section 7.8(b), the Partnership shall have the right (the “Call Right”) during the 30 days immediately following the expiration of the Put Period (the “Call Period”) to elect to redeem from Adena and its Permitted Transferees all, but not less than all, of the Limited Partnership Interests held by Adena and its Permitted Transferees at the Call Price and on the Call Terms. The Partnership shall exercise the Call Right by delivery of written notice to Adena during the Call Period (the “Call Notice”). Upon exercise of the Call Right, Adena shall cause its Permitted Transferees to participate in the Call Right. (d) Upon exercise of the Put Right by Adena, the Partnership shall redeem, and the Electing Limited Partners shall purchase, as applicable, all of the Limited Partnership Interests held by Adena and its Permitted Transferees upon the following terms (the “Put Terms”): (i) The closing of the redemption or purchase, as applicable, of such Limited Partnership Interests shall take place on such date as is mutually agreed by Adena and the General Partner, which date shall be not more than 180 days after the date of delivery of the Put Notice (plus any delay necessary to cause the Partnership or the Electing Limited Partners, as applicable, to comply with any applicable requirements of the HSR Act); (ii) The Put Price payable to Adena and its Permitted Transferees shall be paid at the closing in cash by wire transfer of immediately available funds; (iii) Adena shall, and shall cause its Permitted Transferees, as a condition to receipt of the Put Price, deliver such instruments to the Partnership and the Electing Limited Partners, as applicable, in form and substance reasonably satisfactory to the General Partner, as the General Partner determines to be necessary to effect the redemption or purchase, as applicable, of such Limited Partnership Interests, including, without limitation, representations and warranties from Adena and its Permitted Transferees regarding (A) their power, authority and legal capacity to transfer such Limited Partnership Interests, (B) their ownership of all right, title and interest in and to such Limited Partnership Interests free and clear of any liens or other encumbrances thereon, (C) the absence of any violation, default or acceleration of any agreement or instrument pursuant to which they or their assets are bound or subject in connection with such redemption or purchase, as applicable, and (D) the receipt of all governmental and third party approvals, consents, filings or notifications required to be obtained by them in connection with such redemption or purchase, as applicable; and (iv) Adena and its Permitted Transferees shall pay all of the costs and expenses incurred by Adena, its Permitted Transferees, the Partnership, the General Partner and the Electing Limited Partners in connection with the exercise of the Put Right and the redemption by the Partnership or the purchase by the Electing Limited Partners, as applicable, of the Limited Partnership Interests that are subject to the Put Right, including, without limitation, all fees and expenses of counsel to the Partnership, the General Partner and the conflicts committee of the General Partner and all fees and expenses of the investment banking firm incurred in connection with the determination of the Put PriceCompany; provided, however, that Adena and if the Fox Entertainment Group, Inc. or any of its Permitted Transferees shall only be required to pay the fees and expenses of one counsel to the Electing Limited Partners. Notwithstanding the foregoing, Adena and its Permitted Transferees, on the one hand, and the Partnership, on the other hand, shall each pay one-half of the fees and expenses of the American Arbitration Association (“AAA”), if applicable. (e) Upon exercise of the Call Right by the Partnership, the Partnership shall redeem and the Electing Limited Partners shall purchase, as applicable, Affiliates acquire all of the Limited Partnership Interests held by Adena and its Permitted Transferees upon member interests in the following terms (Fox Member, the “Call Terms”): (i) The closing of Fox Member shall notify the redemption or purchase, as applicable, Healtheon Member of such Limited Partnership Interests shall take place on such date as is mutually agreed by Adena acquisition and the General Partner, which date Put/Call shall be not more than 180 days after exercisable within the 45-day period commencing on the date of delivery such notice. The parties shall structure the Transfer of Interests pursuant to the Section as a transaction which qualifies as a tax-free reorganization under Section 368 of the Call Notice (plus any delay necessary to cause Code. The consideration due upon consummation of the Partnership Put or the Electing Limited Partners, as applicable, to comply with any applicable requirements of the HSR Act); (ii) The Call Price payable to Adena and each of its Permitted Transferees shall be paid at the closing in cash by wire transfer of immediately available funds; (iii) Adena shall, and shall cause its Permitted Transferees, as a condition to receipt of the Call Price, deliver such instruments to the Partnership and the Electing Limited Partners, as applicable, in form and substance reasonably satisfactory to the General Partner, as the General Partner determines to be necessary to effect the redemption or purchase, as applicable, of such Limited Partnership Interests, including, without limitation, representations and warranties from Adena and its Permitted Transferees regarding (A) their power, authority and legal capacity to transfer such Limited Partnership Interests, (B) their ownership of all right, title and interest in and to such Limited Partnership Interests free and clear of any liens or other encumbrances thereon, (C) the absence of any violation, default or acceleration of any agreement or instrument pursuant to which they or their assets are bound or subject in connection with such redemption or purchase, as applicable, and (D) the receipt of all governmental and third party approvals, consents, filings or notifications required to be obtained by them in connection with such redemption or purchase, as applicable; and (iv) The Partnership shall pay all of the costs and expenses incurred by Adena, its Permitted Transferees, the Partnership, the General Partner and the Electing Limited Partners in connection with the exercise of the Call Right and the redemption by the Partnership or the purchase by the Electing Limited Partners, as applicable, of the Limited Partnership Interests that are subject to the Call Right, including, without limitation, all fees and expenses of counsel to the Partnership, the General Partner and the conflicts committee of the General Partner and all fees and expenses of the investment banking firm incurred in connection with the determination of the Call Price; provided, however, that the Partnership shall only be required to pay the fees and expenses of one counsel to Adena and its Permitted Transferees and one counsel to the Electing Limited Partners. Notwithstanding the foregoing, Adena and its Permitted Transferees, on the one hand, and the Partnership, on the other hand, shall each pay one-half of the fees and expenses of AAA, if applicable. (f) The Put Price or the Call PriceCall, as the case may be, shall be an amount agreed upon by Adena and the General Partner. If Adena and the General Partner cannot agree on the Put Price or the Call Price, as the case may be, within 15 Business Days after the date of delivery $1.00. (b) The closing of the Put Notice or the Call Notice, as the case may be, the Put Price or the Call Price, as the case may be, shall be determined in accordance with this Section 7.8(f) by a nationally recognized investment banking firm mutually selected by Adena purchase and the General Partner. If such Adena and the General Partner are unable, within five Business Days after the expiration of such 15 Business Day period, to agree upon an investment banking firm, then Adena (in the case of the Put Price) or the General Partner (in the case of the Call Price) shall promptly submit the selection of the nationally recognized investment banking firm to AAA, such selection by AAA to be made within 10 Business Days. The determination of the Put Price or the Call Price, as the case may be, by the investment banking firm selected sale pursuant to this Section 7.8(f) 8.5 shall be made within 30 held t the principal place of business of the Company or at such other mutually acceptable place on a mutually acceptable date no later than 10 days after its selection and shall be final and binding upon Adena, its Permitted Transferees, the General Partner, expiration or early termination of the Partnership and applicable waiting period under the Electing Limited PartnersHart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 ("HSR") or the completion of other applicable regulatory proceedings. The costs of such investment banking firm shall be borne by Adena parties agree to cooperate with each other in filing all necessary notices and its Permitted Transferees, in connection related materials to comply with the determination provisions of the Put Price, and by the Partnership, in connection with the determination of the Call Price. The costs of AAAHSR or other regulatory requirements, if applicable. At such closing, the Fox Member shall be borne one-half by Adena and assign to the Healtheon Member, or its Permitted Transfereesdesignees, on the one hand, and one-half by the Partnership, on the other hand, in connection with the determination Company Interest of the Put Price or the Call Price. For purposes of this Section 7.8, the “Put Price” or the “Call Price” shall be equal to the fair market value, as of the date of the delivery of the Put Notice or the Call Notice, as the case may be, of all Limited Partnership Interests then held by Adena and its Permitted Transferees and shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for such Limited Partnership Interests subject, in the case of the Put Price, to a 30% minority interest discount. (g) From and after the date of delivery of the Put Notice or the Call Notice, as the case may be, Adena and its Permitted Transferees shall continue to receive distributions from the Partnership until such time as the transaction contemplated by the Put Notice or the Call Notice, as the case may be, has closed. (h) The payments to be made to Adena and its Permitted Transferees in connection with the exercise by Adena of the Put Right or the exercise by the Partnership of the Call Right, as the case may be, pursuant to this Section 7.8 areFox Member, and shall execute such documents and instruments as may be conclusively deemed necessary to be, (i) in complete liquidation effectuate the sale of the Interest free and satisfaction clear of all Liens. The Fox Member shall represent and warrant in writing that it is the rights owner and interest of Adena and such Permitted Transferees (and of any and all Persons claiming by, through, or under Adena and such Permitted Transferees) in and in respect older of the PartnershipInterest which it is selling, including, without limitation, any interest in the Partnership, any rights in specific Partnership property, free and any rights against the Partnership and (insofar as the affairs clear of the Partnership are concerned) against the Partners, (ii) shall constitute a compromise as to which all Partners have agreed pursuant to Section 17-502(b) of the Act, and (iii) none of Adena or any of its Permitted Transferees shall be entitled to claim or receive any further or different distribution or payment under Section 17-604 of the Act. (i) The General Partner shall have the right to assign all or any portion of the Partnership’s redemption obligation under Section 7.8(a) or the Partnership’s redemption rights under Section 7.8(b), as the case may be, to the Limited Partners Liens (other than Adena and its Permitted Transfereespledges or security interests that secure indebtedness of the Company), pro rata in accordance with their respective Percentage Interests as that the Fox Member is the record and beneficial owner of the date of delivery such Interest, and that it has the full right, power and authority to convey such Interest of the Put Notice or the Call Notice, as the case may be, by delivering written notice to such Limited Partners specifying (i) the aggregate amount of Limited Partnership Interests of Adena and its Permitted Transferees that the General Partner desires to assign for purchase by such other Limited Partners, (ii) each such Limited Partner’s pro rata share of such Limited Partnership Interests and (iii) the purchase price therefore (which shall be the applicable portion of the Put Price or the Call Price, as the case may be). Each such Limited Partner shall notify the General Partner, not less than five Business Days after the date of delivery of such notice from the General Partner, of its desire to purchase its pro rata share of such Limited Partnership Interests and the amount of any additional Limited Partnership Interests (not to exceed the aggregate amount specified in the General Partner’s notice) such Limited Partner is willing to purchase in the event that less than all of such Limited Partners desire to purchase their pro rata share of such Limited Partnership Interests. If the aggregate amount of Limited Partnership Interests offered to be purchased by such Limited Partners equals or exceeds the aggregate amount of Limited Partnership Interests specified in the General Partner’s notice, each such Limited Partner shall be entitled to purchase an amount of Limited Partnership Interests equal to the lesser of (A) the amount specified in such Limited Partner’s notice and (B) the amount determined by multiplying (x) the aggregate amount of Limited Partnership Interests that are the subject of the General Partner’s notice by (y) a fraction the numerator of which is the Percentage Interest of such Limited Partner and the denominator of which is the aggregate Percentage Interests of all Limited Partners that have elected to purchase Limited Partnership Interests. Any remaining Limited Partnership Interests that are the subject of the General Partner’s notice shall be allocated to those Limited Partners that offered to purchase in excess of their pro rata share, pro rata to such Limited Partners based upon the amount of Limited Partnership Interests which each such Limited Partner is entitled to purchase pursuant to the preceding sentence or as such Limited Partners may otherwise agreeHealtheon Member. (j) Each Permitted Transferee of Adena acknowledges and agrees to be bound by the provisions of this Section 7.8.

Put/Call. (a) For purposes In the event of this Section 7.8, each any Change of Control of Enerkem or the following events shall constitute a “Put/Call EventGeneral Partner:” (i) Enerkem may require the appointment other Limited Partners to sell their Interests to it (or, at Enerkem’s sole option, to the Partnership) (the “Call Option”); or election by the Board of Directors of the General Partner of an individual to serve as the Chairman[ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, Chief Executive Officer or Chief Operating Officer of the General Partner (other than those individuals serving in such capacities as of the date of this Agreement)MARKED BY BRACKETS, which appointment or election was voted against by the Adena Director; andHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (ii) each Limited Partner shall be entitled to require Enerkem (or, at Enerkem’s sole option, the issuance of Limited Partnership Interests by Partnership) to purchase its Interest (each, a “Put Option”); in each case at a price equal to the Partnership or the issuance of Incentive Distribution Rights by the Master Limited Partnership, in either case, in a transaction approved by the General Partner but voted against by the Adena DirectorPut/Call Price. (b) Upon The Put Option or the occurrence of a Put/Call Event and prior to the Put/Call Expiration DateOption, Adena shall have the right (the “Put Right”) during the 30 days immediately following the occurrence of such Put/Call Event (the “Put Period”) to require the Partnership to redeem allas applicable, but not less than all, of the Limited Partnership Interests held may be exercised by Adena and its Permitted Transferees at the Put Price and on the Put Terms. Adena shall exercise the Put Right by delivery of giving written notice to the Partnership during the Put Period (the “Put Notice”). Upon Adena’s exercise of the Put Right, each of Adena’s Permitted Transferees shall be deemed to have agreed to participate in the Put Right. (c) If the Put Right has not been exercised by Adena during the Put Period pursuant to Section 7.8(b), the Partnership shall have the right (the “Call Right”) during the 30 days immediately following the expiration of the Put Period (the “Call Period”) to elect to redeem from Adena and its Permitted Transferees all, but not less than all, of the Limited Partnership Interests held by Adena and its Permitted Transferees at the Call Price and on the Call Terms. The Partnership shall exercise the Call Right by delivery of written notice to Adena during the Call Period (” or the “Call Notice”). Upon exercise of the Call Right, Adena shall cause its Permitted Transferees to participate in the Call Right. (d) Upon exercise of the Put Right by Adena, the Partnership shall redeem, and the Electing Limited Partners shall purchase, as applicable, all of the Limited Partnership Interests held by Adena and its Permitted Transferees upon the following terms (the “Put Terms”): (i) The closing of the redemption or purchase, as applicable, of such Limited Partnership Interests shall take place on such date as is mutually agreed by Adena and the General Partner, which date shall be not more than 180 days after the date of delivery of the Put Notice (plus any delay necessary to cause the Partnership or the Electing Limited Partners, as applicable, to comply with any applicable requirements of the HSR Act); (ii) The Put Price payable to Adena and its Permitted Transferees shall be paid at the closing in cash by wire transfer of immediately available funds; (iii) Adena shall, and shall cause its Permitted Transferees, as a condition to receipt of the Put Price, deliver such instruments from Enerkem to the Partnership and the Electing Limited Partners, as applicable, in form and substance reasonably satisfactory to the General Partner, as the General Partner determines to be necessary to effect the redemption or purchase, as applicable, of such Limited Partnership Interests, including, without limitation, representations and warranties from Adena and its Permitted Transferees regarding (A) their power, authority and legal capacity to transfer such Limited Partnership Interests, (B) their ownership of all right, title and interest in and to such Limited Partnership Interests free and clear of any liens or other encumbrances thereon, (C) the absence of any violation, default or acceleration of any agreement or instrument pursuant to which they or their assets are bound or subject in connection with such redemption or purchase, as applicable, and (D) the receipt of all governmental and third party approvals, consents, filings or notifications required to be obtained by them in connection with such redemption or purchase, as applicable; and (iv) Adena and its Permitted Transferees shall pay all of the costs and expenses incurred by Adena, its Permitted Transferees, the Partnership, the General Partner and the Electing Limited Partners in connection with the exercise of the Put Right and the redemption by the Partnership or the purchase by the Electing Limited Partners, as applicable, of the Limited Partnership Interests that are subject to the Put Right, including, without limitation, all fees and expenses of counsel to the Partnership, the General Partner and the conflicts committee of the General Partner and all fees and expenses of the investment banking firm incurred in connection with the determination of the Put Price; provided, however, that Adena and its Permitted Transferees shall only be required to pay the fees and expenses of one counsel to the Electing Limited Partners. Notwithstanding the foregoing, Adena and its Permitted Transferees, on the one hand, and the Partnership, on the other hand, shall each pay one-half of the fees and expenses of the American Arbitration Association (“AAA”), if applicable. (e) Upon exercise of the Call Right by the Partnership, the Partnership shall redeem and the Electing Limited Partners shall purchase, as applicable, all of the Limited Partnership Interests held by Adena and its Permitted Transferees upon the following terms (the “Call Terms”): (i) The closing of the redemption or purchase, as applicable, of such Limited Partnership Interests shall take place on such date as is mutually agreed by Adena and the General Partner, which date shall be not more than 180 days after the date of delivery of the Call Notice (plus any delay necessary to cause the Partnership or the Electing Limited Partners, as applicable, to comply with any applicable requirements of the HSR Act); (ii) The Call Price payable to Adena and each of its Permitted Transferees shall be paid at the closing in cash by wire transfer of immediately available funds; (iii) Adena shall, and shall cause its Permitted Transferees, as a condition to receipt of the Call Price, deliver such instruments to the Partnership and the Electing Limited Partners, as applicable, in form and substance reasonably satisfactory to the General Partner, as the General Partner determines to be necessary to effect the redemption or purchase, as applicable, of such Limited Partnership Interests, including, without limitation, representations and warranties from Adena and its Permitted Transferees regarding (A) their power, authority and legal capacity to transfer such Limited Partnership Interests, (B) their ownership of all right, title and interest in and to such Limited Partnership Interests free and clear of any liens or other encumbrances thereon, (C) the absence of any violation, default or acceleration of any agreement or instrument pursuant to which they or their assets are bound or subject in connection with such redemption or purchase, as applicable, and (D) the receipt of all governmental and third party approvals, consents, filings or notifications required to be obtained by them in connection with such redemption or purchase, as applicable; and (iv) The Partnership shall pay all of the costs and expenses incurred by Adena, its Permitted Transferees, the Partnership, the General Partner and the Electing Limited Partners in connection with the exercise of the Call Right and the redemption by the Partnership or the purchase by the Electing Limited Partners, as applicable, of the Limited Partnership Interests that are subject to the Call Right, including, without limitation, all fees and expenses of counsel to the Partnership, the General Partner and the conflicts committee of the General Partner and all fees and expenses of the investment banking firm incurred in connection with the determination of the Call Price; provided, however, that the Partnership shall only be required to pay the fees and expenses of one counsel to Adena and its Permitted Transferees and one counsel to the Electing Limited Partners. Notwithstanding the foregoing, Adena and its Permitted Transferees, on the one hand, and the Partnership, on the other hand, shall each pay one-half of the fees and expenses of AAA, if applicable. (f) The Put Price or the Call Price, as the case may be, shall be an amount agreed upon by Adena and the General Partner. If Adena and the General Partner cannot agree on the Put Price or the Call Price, as the case may be, within 15 Business Days after the date of delivery of the Put Notice or the Call Notice, as the case may be, the Put Price or the Call Price, as the case may be, shall be determined in accordance with this Section 7.8(f) by a nationally recognized investment banking firm mutually selected by Adena and the General Partner. If such Adena and the General Partner are unable, within five Business Days after the expiration of such 15 Business Day period, to agree upon an investment banking firm, then Adena (in the case of the Put Pricea Call Notice) or from the General other Limited Partners to Enerkem (in the case of a Put Notice) within 45 days following the date on which Enerkem (in the case of a Call Notice) or any other Limited Partner (in the case of the Call Pricea Put Notice) shall promptly submit the selection becomes aware of the nationally recognized investment banking firm to AAA, such selection by AAA to be made within 10 Business Days. The determination Change of the Put Price Control of Enerkem or the Call Price, as the case may be, by the investment banking firm selected pursuant to this Section 7.8(f) shall be made within 30 days after its selection and shall be final and binding upon Adena, its Permitted Transferees, the General Partner, as applicable. The Put/Call Price shall be payable in full simultaneously with the closing of the Change of Control transaction. (c) If, at the time of closing: (A) any selling Partner is indebted to the Partnership and in an amount recorded in the Electing Limited Partners. The costs books of such investment banking firm shall be borne by Adena and its Permitted Transferees, in connection with the determination of the Put Price, and by the Partnership, in connection with the determination of the Call Price. The costs of AAA, if applicable, such indebtedness shall be borne one-half repaid in full on closing (and for greater certainty, a negative capital account of a Partner shall be a debt owing by Adena and such Partner to the Partnership); (B) any selling Partner is indebted to the others with respect to matters arising out of or related to the Partnership or the Plant, such indebtedness shall be satisfied in full on closing; and (C) the selling Partner or any Person on its Permitted Transfereesbehalf shall have any guarantees, securities or covenants lodged with any Person to secure any indebtedness, liabilities or obligations relating to the Plant, Enerkem shall deliver up or cause to be delivered up to such selling Partner on the one hand, and one-half by the Partnership, on the other hand, in connection with the determination of the Put Price or the Call Price. For purposes of this Section 7.8, the “Put Price” or the “Call Price” shall be equal to the fair market value, as of the date of the delivery of the Put Notice or the Call Notice, as the case may be, of all Limited Partnership Interests then held by Adena and its Permitted Transferees and shall be based on the value that closing a willing buyer with knowledge of all relevant facts would pay a willing seller for such Limited Partnership Interests subject, in the case of the Put Price, to a 30% minority interest discount. (g) From and after the date of delivery of the Put Notice or the Call Notice, as the case may be, Adena and its Permitted Transferees shall continue to receive distributions from the Partnership until such time as the transaction contemplated by the Put Notice or the Call Notice, as the case may be, has closed. (h) The payments to be made to Adena and its Permitted Transferees in connection with the exercise by Adena of the Put Right or the exercise by the Partnership of the Call Right, as the case may be, pursuant to this Section 7.8 are, and shall be conclusively deemed to be, (i) in complete liquidation and satisfaction of all the rights and interest of Adena and such Permitted Transferees (and cancellation of any and all Persons claiming by, through, such guarantees or under Adena covenants and such Permitted Transferees) in a discharge and in respect of the Partnership, including, without limitation, any interest in the Partnership, any rights in specific Partnership property, and any rights against the Partnership and (insofar as the affairs of the Partnership are concerned) against the Partners, (ii) shall constitute a compromise as to which all Partners have agreed pursuant to Section 17-502(b) of the Act, and (iii) none of Adena or any of its Permitted Transferees shall be entitled to claim or receive any further or different distribution or payment under Section 17-604 of the Act. (i) The General Partner shall have the right to assign all or any portion of the Partnership’s redemption obligation under Section 7.8(a) or the Partnership’s redemption rights under Section 7.8(b), as the case may be, to the Limited Partners (other than Adena and its Permitted Transferees), pro rata in accordance with their respective Percentage Interests as of the date of delivery of the Put Notice or the Call Notice, as the case may be, by delivering written notice to such Limited Partners specifying (i) the aggregate amount of Limited Partnership Interests of Adena and its Permitted Transferees that the General Partner desires to assign for purchase by such other Limited Partners, (ii) each such Limited Partner’s pro rata share of such Limited Partnership Interests and (iii) the purchase price therefore (which shall be the applicable portion of the Put Price or the Call Price, as the case may be). Each such Limited Partner shall notify the General Partner, not less than five Business Days after the date of delivery of such notice from the General Partner, of its desire to purchase its pro rata share of such Limited Partnership Interests and the amount retransfer of any additional Limited Partnership Interests (not to exceed the aggregate amount specified in the General Partner’s notice) such Limited Partner is willing to purchase in the event that less than all of such Limited Partners desire to purchase their pro rata share of such Limited Partnership Interests. If the aggregate amount of Limited Partnership Interests offered to be purchased by such Limited Partners equals or exceeds the aggregate amount of Limited Partnership Interests specified in the General Partner’s notice, each such Limited Partner shall be entitled to purchase an amount of Limited Partnership Interests equal to the lesser of (A) the amount specified in such Limited Partner’s notice and (B) the amount determined by multiplying (x) the aggregate amount of Limited Partnership Interests that are the subject of the General Partner’s notice by (y) a fraction the numerator of which is the Percentage Interest of such Limited Partner and the denominator of which is the aggregate Percentage Interests of all Limited Partners that have elected to purchase Limited Partnership Interests. Any remaining Limited Partnership Interests that are the subject of the General Partner’s notice shall be allocated to those Limited Partners that offered to purchase in excess of their pro rata share, pro rata to such Limited Partners based upon the amount of Limited Partnership Interests which each such Limited Partner is entitled to purchase pursuant to the preceding sentence or as such Limited Partners may otherwise agreesecurities. (j) Each Permitted Transferee of Adena acknowledges and agrees to be bound by the provisions of this Section 7.8.

Put/Call. 17.1 In the event that the Joint Venturers (aor their respective designees on the Board of Directors) For purposes are unable to reach agreement with respect to any dispute between the Joint Venturers as to the operation of CiaoHub or the Business, either Joint Venturer shall have the right to provide a written notice (a “Put Notice”) to the other Joint Venturer indicating its intent to sell its shares in CiaoHub to the other Joint Venturer and the price at which such Joint Venturer is willing to sell the shares (“Sale Price”). The Joint Venturer sending the Put Notice is referred to herein as the “Exercising Venturer,” and the Joint Venturer receiving the Put Notice is referred to herein as the “Electing Venturer.” The Put Notice shall constitute an irrevocable election by the Exercising Venturer to either sell all of its shares in CiaoHub to the Electing Venture at the Sale Price or, if so elected by the Electing Venturer pursuant to this Section 7.817, each to purchase all of the following events shares in CiaoHub owned by the Electing Venturer at the Sale Price. Notwithstanding the foregoing, no Joint Venturer may issue a Put Notice if it is in default of its obligations under this Agreement. 17.2 Within sixty (60) days of receipt of the Put Notice, the Electing Venturer shall constitute send a written notice (the “Put/Call Event:Responsive Notice” ) to the Exercising Venturer indicating either that: (i) the appointment or election Electing Venturer agrees to purchase the CiaoHub shares owned by the Board of Directors of the General Partner of an individual to serve as the Chairman, Chief Executive Officer Exercising Venturer or Chief Operating Officer of the General Partner (other than those individuals serving in such capacities as of the date of this Agreement), which appointment or election was voted against by the Adena Director; and (ii) that the issuance of Limited Partnership Interests Electing Venturer agrees to sell the CiaoHub shares owned by it to the Partnership or the issuance of Incentive Distribution Rights by the Master Limited PartnershipExercising Venture and, in either case, in setting a transaction approved by closing date for the General Partner but voted against by the Adena Director. (b) Upon the occurrence sale of a Put/Call Event and prior to the Put/Call Expiration Date, Adena shall have the right CiaoHub shares (the “Put RightClosing Date”) during the 30 days immediately following the occurrence of such Put/Call Event (the “Put Period”) to require the Partnership to redeem all), but not which Closing Date shall be no less than all, sixty (60) days and no more than (90) days from the date of transmittal of the Limited Partnership Interests held by Adena and Responsive Notice. The Joint Venturers may mutually agree to an earlier or later Closing Date in writing. 17.3 On the Closing Date, the Joint Venturer selling its Permitted Transferees at CiaoHub shares shall deliver the Put Price and on the Put Terms. Adena shall exercise the Put Right by delivery of written notice certificate or certificates representing such shares with appropriate endorsements to the Partnership during Joint Venturer purchasing the Put Period (the “Put Notice”). Upon Adena’s exercise of the Put Right, each of Adena’s Permitted Transferees shall be deemed to have agreed to participate in the Put Right. (c) If the Put Right has not been exercised by Adena during the Put Period pursuant to Section 7.8(b), the Partnership shall have the right (the “Call Right”) during the 30 days immediately following the expiration of the Put Period (the “Call Period”) to elect to redeem from Adena and its Permitted Transferees all, but not less than all, of the Limited Partnership Interests held by Adena and its Permitted Transferees at the Call Price and on the Call Terms. The Partnership shall exercise the Call Right by delivery of written notice to Adena during the Call Period (the “Call Notice”). Upon exercise of the Call Right, Adena shall cause its Permitted Transferees to participate in the Call Right. (d) Upon exercise of the Put Right by Adena, the Partnership shall redeemshares, and the Electing Limited Partners Joint Venturer purchasing the shares shall purchase, as applicable, all of the Limited Partnership Interests held by Adena and its Permitted Transferees upon the following terms (the “Put Terms”): (i) The closing of the redemption or purchase, as applicable, of such Limited Partnership Interests shall take place on such date as is mutually agreed by Adena and the General Partner, which date shall be not more than 180 days after the date of delivery of the Put Notice (plus any delay necessary to cause the Partnership or the Electing Limited Partners, as applicable, to comply with any applicable requirements of the HSR Act); (ii) The Put Price payable to Adena and its Permitted Transferees shall be paid at the closing in cash by wire transfer of immediately available funds; (iii) Adena shall, and shall cause its Permitted Transferees, as a condition to receipt of the Put Price, deliver such instruments to the Partnership and Joint Venturer selling the Electing Limited Partners, as applicable, in form and substance reasonably satisfactory to the General Partner, as the General Partner determines to be necessary to effect the redemption or purchase, as applicable, of such Limited Partnership Interests, including, without limitation, representations and warranties from Adena and its Permitted Transferees regarding (A) their power, authority and legal capacity to transfer such Limited Partnership Interests, (B) their ownership of all right, title and interest in and to such Limited Partnership Interests free and clear of any liens or other encumbrances thereon, (C) the absence of any violation, default or acceleration of any agreement or instrument pursuant to which they or their assets are bound or subject in connection with such redemption or purchase, as applicable, and (D) the receipt of all governmental and third party approvals, consents, filings or notifications required to be obtained by them in connection with such redemption or purchase, as applicable; and (iv) Adena and its Permitted Transferees shall pay all of the costs and expenses incurred by Adena, its Permitted Transferees, the Partnership, the General Partner and the Electing Limited Partners in connection with the exercise of the Put Right and the redemption by the Partnership or the purchase by the Electing Limited Partners, as applicable, of the Limited Partnership Interests that are subject to the Put Right, including, without limitation, all fees and expenses of counsel to the Partnership, the General Partner and the conflicts committee of the General Partner and all fees and expenses of the investment banking firm incurred in connection with the determination of the Put Price; provided, however, that Adena and its Permitted Transferees shall only be required to pay the fees and expenses of one counsel to the Electing Limited Partners. Notwithstanding the foregoing, Adena and its Permitted Transferees, on the one hand, and the Partnership, on the other hand, shall each pay one-half of the fees and expenses of the American Arbitration Association (“AAA”), if applicable. (e) Upon exercise of the Call Right by the Partnership, the Partnership shall redeem and the Electing Limited Partners shall purchase, as applicable, all of the Limited Partnership Interests held by Adena and its Permitted Transferees upon the following terms (the “Call Terms”): (i) The closing of the redemption or purchase, as applicable, of such Limited Partnership Interests shall take place on such date as is mutually agreed by Adena and the General Partner, which date shall be not more than 180 days after the date of delivery of the Call Notice (plus any delay necessary to cause the Partnership or the Electing Limited Partners, as applicable, to comply with any applicable requirements of the HSR Act); (ii) The Call Price payable to Adena and each of its Permitted Transferees shall be paid at the closing in cash by wire transfer of immediately available funds; (iii) Adena shall, and shall cause its Permitted Transferees, as a condition to receipt of the Call Price, deliver such instruments to the Partnership and the Electing Limited Partners, as applicable, in form and substance reasonably satisfactory to the General Partner, as the General Partner determines to be necessary to effect the redemption or purchase, as applicable, of such Limited Partnership Interests, including, without limitation, representations and warranties from Adena and its Permitted Transferees regarding (A) their power, authority and legal capacity to transfer such Limited Partnership Interests, (B) their ownership of all right, title and interest in and to such Limited Partnership Interests free and clear of any liens or other encumbrances thereon, (C) the absence of any violation, default or acceleration of any agreement or instrument pursuant to which they or their assets are bound or subject in connection with such redemption or purchase, as applicable, and (D) the receipt of all governmental and third party approvals, consents, filings or notifications required to be obtained by them in connection with such redemption or purchase, as applicable; and (iv) The Partnership shall pay all of the costs and expenses incurred by Adena, its Permitted Transferees, the Partnership, the General Partner and the Electing Limited Partners in connection with the exercise of the Call Right and the redemption by the Partnership or the purchase by the Electing Limited Partners, as applicable, of the Limited Partnership Interests that are subject to the Call Right, including, without limitation, all fees and expenses of counsel to the Partnership, the General Partner and the conflicts committee of the General Partner and all fees and expenses of the investment banking firm incurred in connection with the determination of the Call Price; provided, however, that the Partnership shall only be required to pay the fees and expenses of one counsel to Adena and its Permitted Transferees and one counsel to the Electing Limited Partners. Notwithstanding the foregoing, Adena and its Permitted Transferees, on the one hand, and the Partnership, on the other hand, shall each pay one-half of the fees and expenses of AAA, if applicable. (f) The Put Price or the Call Price, as the case may be, shall be an amount agreed upon by Adena and the General Partner. If Adena and the General Partner cannot agree on the Put Price or the Call Price, as the case may be, within 15 Business Days after the date of delivery of the Put Notice or the Call Notice, as the case may be, the Put Price or the Call Price, as the case may be, shall be determined in accordance with this Section 7.8(f) by a nationally recognized investment banking firm mutually selected by Adena and the General Partner. If such Adena and the General Partner are unable, within five Business Days after the expiration of such 15 Business Day period, to agree upon an investment banking firm, then Adena (in the case of the Put Price) or the General Partner (in the case of the Call Price) shall promptly submit the selection of the nationally recognized investment banking firm to AAA, such selection by AAA to be made within 10 Business Days. The determination of the Put Price or the Call Price, as the case may be, by the investment banking firm selected pursuant to this Section 7.8(f) shall be made within 30 days after its selection and shall be final and binding upon Adena, its Permitted Transferees, the General Partner, the Partnership and the Electing Limited Partners. The costs of such investment banking firm shall be borne by Adena and its Permitted Transferees, in connection with the determination of the Put Price, and by the Partnership, in connection with the determination of the Call Price. The costs of AAA, if applicable, shall be borne one-half by Adena and its Permitted Transferees, on the one hand, and one-half by the Partnership, on the other hand, in connection with the determination of the Put Price or the Call Price. For purposes of this Section 7.8, the “Put Price” or the “Call Price” shall be equal to the fair market value, as of the date of the delivery of the Put Notice or the Call Notice, as the case may be, of all Limited Partnership Interests then held by Adena and its Permitted Transferees and shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for such Limited Partnership Interests subject, in the case of the Put Price, to a 30% minority interest discount. (g) From and after the date of delivery of the Put Notice or the Call Notice, as the case may be, Adena and its Permitted Transferees shall continue to receive distributions from the Partnership until such time as the transaction contemplated by the Put Notice or the Call Notice, as the case may be, has closed. (h) The payments to be made to Adena and its Permitted Transferees in connection with the exercise by Adena of the Put Right or the exercise by the Partnership of the Call Right, as the case may be, pursuant to this Section 7.8 are, and shall be conclusively deemed to be, (i) in complete liquidation and satisfaction of all the rights and interest of Adena and such Permitted Transferees (and of any and all Persons claiming by, through, or under Adena and such Permitted Transferees) in and in respect of the Partnership, including, without limitation, any interest in the Partnership, any rights in specific Partnership property, and any rights against the Partnership and (insofar as the affairs of the Partnership are concerned) against the Partners, (ii) shall constitute a compromise as to which all Partners have agreed pursuant to Section 17-502(b) of the Act, and (iii) none of Adena or any of its Permitted Transferees shall be entitled to claim or receive any further or different distribution or payment under Section 17-604 of the Act. (i) The General Partner shall have the right to assign all or any portion of the Partnership’s redemption obligation under Section 7.8(a) or the Partnership’s redemption rights under Section 7.8(b), as the case may be, to the Limited Partners (other than Adena and its Permitted Transferees), pro rata in accordance with their respective Percentage Interests as of the date of delivery of the Put Notice or the Call Notice, as the case may be, by delivering written notice to such Limited Partners specifying (i) shares the aggregate amount of Limited Partnership Interests of Adena and its Permitted Transferees that the General Partner desires to assign for purchase Sale Price by such other Limited Partnerscash, (ii) each such Limited Partner’s pro rata share of such Limited Partnership Interests and (iii) the purchase price therefore (which shall be the applicable portion of the Put Price check or the Call Price, as the case may be). Each such Limited Partner shall notify the General Partner, not less than five Business Days after the date of delivery of such notice from the General Partner, of its desire to purchase its pro rata share of such Limited Partnership Interests and the amount of any additional Limited Partnership Interests (not to exceed the aggregate amount specified in the General Partner’s notice) such Limited Partner is willing to purchase in the event that less than all of such Limited Partners desire to purchase their pro rata share of such Limited Partnership Interests. If the aggregate amount of Limited Partnership Interests offered to be purchased by such Limited Partners equals or exceeds the aggregate amount of Limited Partnership Interests specified in the General Partner’s notice, each such Limited Partner shall be entitled to purchase an amount of Limited Partnership Interests equal to the lesser of (A) the amount specified in such Limited Partner’s notice and (B) the amount determined by multiplying (x) the aggregate amount of Limited Partnership Interests that are the subject of the General Partner’s notice by (y) a fraction the numerator of which is the Percentage Interest of such Limited Partner and the denominator of which is the aggregate Percentage Interests of all Limited Partners that have elected to purchase Limited Partnership Interests. Any remaining Limited Partnership Interests that are the subject of the General Partner’s notice shall be allocated to those Limited Partners that offered to purchase in excess of their pro rata share, pro rata to such Limited Partners based upon the amount of Limited Partnership Interests which each such Limited Partner is entitled to purchase pursuant to the preceding sentence or as such Limited Partners may otherwise agreewire transfer. (j) Each Permitted Transferee of Adena acknowledges and agrees to be bound by the provisions of this Section 7.8.

Put/Call. (a) For purposes of this Section 7.8, each of the following events shall constitute a “Put/Call Event:” (i) the appointment or election by the Board of Directors of the General Partner of an individual to serve as the Chairman, Chief Executive Officer or Chief Operating Officer of the General Partner (other than those individuals serving in such capacities as of the date of this Agreement), which appointment or election was voted against by the Adena Director; and (ii) the issuance of Limited Partnership Interests by the Partnership or the issuance of Incentive Distribution Rights by the Master Limited Partnership, in either case, in a transaction approved by the General Partner but voted against by the Adena Director. (b) Upon the occurrence of a Put/Call Event and prior to the Put/Call Expiration Date, Adena shall have the right (the “Put Right”) during the 30 days immediately following the occurrence of such Put/Call Event (the “Put Period”) to require the Partnership to redeem all, but not less than all, of the Limited Partnership Interests held by Adena and its Permitted Transferees at the Put Price and on the Put Terms. Adena shall exercise the Put Right by delivery of written notice to the Partnership during the Put Period (the “Put Notice”). Upon Adena’s exercise of the Put Right, each of Adena’s Permitted Transferees shall be deemed to have agreed to participate in the Put Right. (c) If the Put Right has not been exercised by Adena during the Put Period pursuant to Section 7.8(b), the Partnership shall have the right (the “Call Right”) during the 30 days immediately following the expiration of the Put Period (the “Call Period”) to elect to redeem from Adena and its Permitted Transferees all, but not less than all, of the Limited Partnership Interests held by Adena and its Permitted Transferees at the Call Price and on the Call Terms. The Partnership shall exercise the Call Right by delivery of written notice to Adena during the Call Period (the “Call Notice”). Upon exercise of the Call Right, Adena shall cause its Permitted Transferees to participate in the Call Right. (d) Upon exercise of the Put Right by Adena, the Partnership shall redeem, and the Electing Limited Partners shall purchase, as applicable, all of the Limited Partnership Interests held by Adena and its Permitted Transferees upon the following terms (the “Put Terms”): (i) The closing of the redemption or purchase, as applicable, of such Limited Partnership Interests shall take place on such date as is mutually agreed by Adena and the General Partner, which date shall be not more than 180 days after the date of delivery of the Put Notice (plus any delay necessary to cause the Partnership or the Electing Limited Partners, as applicable, to comply with any applicable requirements of the HSR Act); (ii) The Put Price payable to Adena and its Permitted Transferees shall be paid at the closing in cash by wire transfer of immediately available funds; (iii) Adena shall, and shall cause its Permitted Transferees, as a condition to receipt of the Put Price, deliver such instruments to the Partnership and the Electing Limited Partners, as applicable, in form and substance reasonably satisfactory to the General Partner, as the General Partner determines to be necessary to effect the redemption or purchase, as applicable, of such Limited Partnership Interests, including, without limitation, representations and warranties from Adena and its Permitted Transferees regarding (A) their power, authority and legal capacity to transfer such Limited Partnership Interests, (B) their ownership of all right, title and interest in and to such Limited Partnership Interests free and clear of any liens or other encumbrances thereon, (C) the absence of any violation, default or acceleration of any agreement or instrument pursuant to which they or their assets are bound or subject in connection with such redemption or purchase, as applicable, and (D) the receipt of all governmental and third party approvals, consents, filings or notifications required to be obtained by them in connection with such redemption or purchase, as applicable; and (iv) Adena and its Permitted Transferees shall pay all of the costs and expenses incurred by Adena, its Permitted Transferees, the Partnership, the General Partner and the Electing Limited Partners in connection with the exercise of the Put Right and the redemption by the Partnership or the purchase by the Electing Limited Partners, as applicable, of the Limited Partnership Interests that are subject to the Put Right, including, without limitation, all fees and expenses of counsel to the Partnership, the General Partner and the conflicts committee of the General Partner and all fees and expenses of the investment banking firm incurred in connection with the determination of the Put Price; provided, however, that Adena and its Permitted Transferees shall only be required to pay the fees and expenses of one counsel to the Electing Limited Partners. Notwithstanding the foregoing, Adena and its Permitted Transferees, on the one hand, and the Partnership, on the other hand, shall each pay one-half of the fees and expenses of the American Arbitration Association (“AAA”), if applicable. (e) Upon exercise of the Call Right by the Partnership, the Partnership shall redeem and the Electing Limited Partners shall purchase, as applicable, all of the Limited Partnership Interests held by Adena and its Permitted Transferees upon the following terms (the “Call Terms”): (i) The closing of the redemption or purchase, as applicable, of such Limited Partnership Interests shall take place on such date as is mutually agreed by Adena and the General Partner, which date shall be not more than 180 days after the date of delivery of the Call Notice (plus any delay necessary to cause the Partnership or the Electing Limited Partners, as applicable, to comply with any applicable requirements of the HSR Act); (ii) The Call Price payable to Adena and each of its Permitted Transferees shall be paid at the closing in cash by wire transfer of immediately available funds; (iii) Adena shall, and shall cause its Permitted Transferees, as a condition to receipt of the Call Price, deliver such instruments to the Partnership and the Electing Limited Partners, as applicable, in form and substance reasonably satisfactory to the General Partner, as the General Partner determines to be necessary to effect the redemption or purchase, as applicable, of such Limited Partnership Interests, including, without limitation, representations and warranties from Adena and its Permitted Transferees regarding (A) their power, authority and legal capacity to transfer such Limited Partnership Interests, (B) their ownership of all right, title and interest in and to such Limited Partnership Interests free and clear of any liens or other encumbrances thereon, (C) the absence of any violation, default or acceleration of any agreement or instrument pursuant to which they or their assets are bound or subject in connection with such redemption or purchase, as applicable, and (D) the receipt of all governmental and third party approvals, consents, filings or notifications required to be obtained by them in connection with such redemption or purchase, as applicable; and (iv) The Partnership shall pay all of the costs and expenses incurred by Adena, its Permitted Transferees, the Partnership, the General Partner and the Electing Limited Partners in connection with the exercise of the Call Right and the redemption by the Partnership or the purchase by the Electing Limited Partners, as applicable, of the Limited Partnership Interests that are subject to the Call Right, including, without limitation, all fees and expenses of counsel to the Partnership, the General Partner and the conflicts committee of the General Partner and all fees and expenses of the investment banking firm incurred in connection with the determination of the Call Price; provided, however, that the Partnership shall only be required to pay the fees and expenses of one counsel to Adena and its Permitted Transferees and one counsel to the Electing Limited Partners. Notwithstanding the foregoing, Adena and its Permitted Transferees, on the one hand, and the Partnership, on the other hand, shall each pay one-half of the fees and expenses of AAA, if applicable. (f) The Put Price or the Call Price, as the case may be, shall be an amount agreed upon by Adena and the General Partner. If Adena and the General Partner cannot agree on the Put Price or the Call Price, as the case may be, within 15 Business Days after the date of delivery of the Put Notice or the Call Notice, as the case may be, the Put Price or the Call Price, as the case may be, shall be determined in accordance with this Section 7.8(f) by a nationally recognized investment banking firm mutually selected by Adena and the General Partner. If such Adena and the General Partner are unable, within five Business Days after the expiration of such 15 Business Day period, to agree upon an investment banking firm, then Adena (in the case of the Put Price) or the General Partner (in the case of the Call Price) shall promptly submit the selection of the nationally recognized investment banking firm to AAA, such selection by AAA to be made within 10 Business Days. The determination of the Put Price or the Call Price, as the case may be, by the investment banking firm selected pursuant to this Section 7.8(f) shall be made within 30 days after its selection and shall be final and binding upon Adena, its Permitted Transferees, the General Partner, the Partnership and the Electing Limited Partners. The costs of such investment banking firm shall be borne by Adena and its Permitted Transferees, in connection with the determination of the Put Price, and by the Partnership, in connection with the determination of the Call Price. The costs of AAA, if applicable, shall be borne one-half by Adena and its Permitted Transferees, on the one hand, and one-half by the Partnership, on the other hand, in connection with the determination of the Put Price or the Call Price. For purposes of this Section 7.8, the “Put Price” or the “Call Price” shall be equal to the fair market value, as of the date of the delivery of the Put Notice or the Call Notice, as the case may be, of all Limited Partnership Interests then held by Adena and its Permitted Transferees and shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for such Limited Partnership Interests subject, in the case of the Put Price, to a 30% minority interest discount. (g) From and after the date of delivery of the Put Notice or the Call Notice, as the case may be, Adena and its Permitted Transferees shall continue to receive distributions from the Partnership until such time as the transaction contemplated by the Put Notice or the Call Notice, as the case may be, has closed. (h) The payments to be made to Adena and its Permitted Transferees in connection with the exercise by Adena of the Put Right or the exercise by the Partnership of the Call Right, as the case may be, pursuant to this Section 7.8 are, and shall be conclusively deemed to be, (i) in complete liquidation and satisfaction of all the rights and interest of Adena and such Permitted Transferees (and of any and all Persons claiming by, through, or under Adena and such Permitted Transferees) in and in respect of the Partnership, including, without limitation, any interest in the Partnership, any rights in specific Partnership property, and any rights against the Partnership and (insofar as the affairs of the Partnership are concerned) against the Partners, (ii) shall constitute a compromise as to which all Partners have agreed pursuant to Section 17-502(b) of the Act, and (iii) none of Adena or any of its Permitted Transferees shall be entitled to claim or receive any further or different distribution or payment under Section 17-604 of the Act. (i) The General Partner shall have the right to assign all or any portion of the Partnership’s redemption obligation under Section 7.8(a) or the Partnership’s redemption rights under Section 7.8(b), as the case may be, to the Limited Partners (other than Adena and its Permitted Transferees), pro rata in accordance with their respective Percentage Interests as of the date of delivery of the Put Notice or the Call Notice, as the case may be, by delivering written notice to such Limited Partners specifying (i) the aggregate amount of Limited Partnership Interests of Adena and its Permitted Transferees that the General Partner desires to assign for purchase by such other Limited Partners, (ii) each such Limited Partner’s pro rata share of such Limited Partnership Interests and (iii) the purchase price therefore (which shall be the applicable portion of the Put Price or the Call Price, as the case may be). Each such Limited Partner shall notify the General Partner, not less than five Business Days after the date of delivery of such notice from the General Partner, of its desire to purchase its pro rata share of such Limited Partnership Interests and the amount of any additional Limited Partnership Interests (not to exceed the aggregate amount specified in the General Partner’s notice) such Limited Partner is willing to purchase in the event that less than all of such Limited Partners desire to purchase their pro rata share of such Limited Partnership Interests. If the aggregate amount of Limited Partnership Interests offered to be purchased by such Limited Partners equals or exceeds the aggregate amount of Limited Partnership Interests specified in the General Partner’s notice, each such Limited Partner shall be entitled to purchase an amount of Limited Partnership Interests equal to the lesser of (A) the amount specified in such Limited Partner’s notice and (B) the amount determined by multiplying (x) the aggregate amount of Limited Partnership Interests that are the subject of the General Partner’s notice by (y) a fraction the numerator of which is the Percentage Interest of such Limited Partner and the denominator of which is the aggregate Percentage Interests of all Limited Partners that have elected to purchase Limited Partnership Interests. Any remaining Limited Partnership Interests that are the subject of the General Partner’s notice shall be allocated to those Limited Partners that offered to purchase in excess of their pro rata share, pro rata to such Limited Partners based upon the amount of Limited Partnership Interests which each such Limited Partner is entitled to purchase pursuant to the preceding sentence or as such Limited Partners may otherwise agree. (j) Each Permitted Transferee of Adena acknowledges and agrees to be bound by the provisions of this Section 7.8.

Put/Call. (a) For purposes of this Section 7.8, Participant A shall notify each of Participant B and Participant C in writing of its intention to take an action that requires the following events shall constitute approval or consent of Participant B and Participant C pursuant to Section 5. If Participant B and/or Participant C does not respond with such approval or consent (or the denial of same) in writing within five (5) Business Days of delivery of such notice (or within such lesser time period as may be specified by Participant if such lesser time period is required under the Loan Documents or if circumstances otherwise reasonably require a “Put/Call Event:” (i) the appointment or election by the Board of Directors of the General Partner of an individual to serve as the Chairman, Chief Executive Officer or Chief Operating Officer of the General Partner (other than those individuals serving in such capacities as of the date of this Agreementshorter time period), which appointment then such non-responding Participant shall be deemed to have granted the requested approval or election was voted against by the Adena Director; and (ii) the issuance of Limited Partnership Interests by the Partnership or the issuance of Incentive Distribution Rights by the Master Limited Partnership, in either case, in a transaction approved by the General Partner but voted against by the Adena Directorconsent. (b) Upon If Participant B and/or Participant C affirmatively rejects in writing the occurrence granting of such approval or consent within the five (5) Business Day period specified in Section 8(a) (a "Material Disagreement Notice"), then Participant B and/or Participant C, as applicable, may deliver, within five (5) Business Days after delivery of a Put/Call Event and prior to the Put/Call Expiration DateMaterial Disagreement Notice, Adena shall have the right (the “Put Right”) during the 30 days immediately following the occurrence of such Put/Call Event (the “Put Period”) to require the Partnership to redeem all, but not less than all, of the Limited Partnership Interests held by Adena and its Permitted Transferees at the Put Price and on the Put Terms. Adena shall exercise the Put Right by delivery of a written notice to the Partnership during the Put Period Participant A (the “a "Put Notice”"). Upon Adena’s exercise of the Put Right, each of Adena’s Permitted Transferees shall be deemed to have agreed to participate in the Put Right. (c) If the Put Right has not been exercised Prior to 5:00 p.m., New York time, within five (5) Business Days after receipt by Adena during the Put Period pursuant to Section 7.8(b), the Partnership shall have the right (the “Call Right”) during the 30 days immediately following the expiration Participant A of the Put Period Notice, Participant A shall deliver to Participant B and/or Participant C, as applicable, a written response irrevocably offering either (the “Call Period”x) to elect to redeem from Adena and its Permitted Transferees all, but not less than all, of the Limited Partnership Interests held by Adena and its Permitted Transferees at the Call Price and on the Call Terms. The Partnership shall exercise the Call Right by delivery of written notice to Adena during the Call Period (the “Call Notice”). Upon exercise of the Call Right, Adena shall cause its Permitted Transferees to participate in the Call Right. (d) Upon exercise of the Put Right by Adena, the Partnership shall redeem, and the Electing Limited Partners shall purchase, as applicable, all right, title and interest of Participant B in respect of Participation B and/or all right, title and interest of Participant C in respect of Participation C for the Purchase Price (a "Buy Response") or (y) to withdraw from the Material Disagreement, by agreeing that Participant A will not take any action upon a Unanimous Decision that is the subject of the Limited Partnership Interests held Material Disagreement. (d) On the fifth (5th) Business Day after delivery of the Buy Response by Adena and its Permitted Transferees upon the following terms Participant A (the “Put Terms”): (i) The closing of the redemption or purchase"Closing Date"), Participant B and/or Participant C, as applicable, of such Limited Partnership Interests shall take place on such date as is mutually agreed by Adena transfer and assign to Participant A, pursuant to an assignment and assumption agreement reasonably acceptable to the General Partner, which date shall be not more than 180 days after the date of delivery of the Put Notice (plus any delay necessary to cause the Partnership or the Electing Limited PartnersParticipants, as applicable, all right, title and interest that Participant B has in Participation B and/or all right, title and interest that Participant C has in Participation C, and shall make customary representations as to comply with any authority, authorization, and good title to the transferred interest; and Participant A shall pay to Participant B and/or Participant C, as applicable, the applicable requirements of the HSR Act); (ii) The Put Purchase Price payable to Adena and its Permitted Transferees shall be paid at the closing in cash by wire transfer of immediately available funds; funds to the account designated by Participant B and/or Participant C, as applicable. For the purpose of this Section 8(d), the term "Purchase Price" means (iiii) Adena with respect to Participant B, the amount equal to the total outstanding principal amount of Participation B at such time, plus the total amount of accrued and unpaid interest on Participation B due at such time and any accrued and unpaid Fees due to Participant B at such time and (ii) with respect to Participant C, the amount equal to the total outstanding principal amount of Participation C at such time, plus the total amount of accrued and unpaid interest on Participation C due at such time and any accrued and unpaid Fees due to Participant C at such time. At such closing, each Participant shall, and shall cause its Permitted Transferees, as a condition to receipt at the request of the Put Priceother, execute and deliver such documents and instruments as the requesting Participant shall reasonably require in order to effect such transfer. All payments received by Participant A on or after the Partnership and Closing Date in respect of the Electing Limited Partnersownership interests of Participant B in Participation B and/or Participant C in Participation C, as applicable, in form and substance reasonably satisfactory to shall be for the General Partner, as the General Partner determines to be necessary to effect the redemption or purchaseaccount of Participant A. Participant B and/or Participant C, as applicable, shall cooperate in facilitating the assignment of such Limited Partnership InterestsParticipation B and/or Participation C, as applicable, and the administration thereof, including, without limitation, representations delivering Loan related documents and warranties from Adena and its Permitted Transferees regarding (A) their power, authority and legal capacity such other cooperation as Participant A reasonably requests to transfer such Limited Partnership Interests, (B) their ownership of all right, title and interest in and to such Limited Partnership Interests free and clear of any liens or other encumbrances thereon, (C) effectuate the absence of any violation, default or acceleration of any agreement or instrument pursuant to which they or their assets are bound or subject in connection with such redemption or purchase, as applicable, and (D) the receipt of all governmental and third party approvals, consents, filings or notifications required to be obtained by them in connection with such redemption or purchase, as applicable; and (iv) Adena and its Permitted Transferees shall pay all of the costs and expenses incurred by Adena, its Permitted Transferees, the Partnership, the General Partner and the Electing Limited Partners in connection with the exercise of the Put Right and the redemption by the Partnership or the purchase by the Electing Limited Partners, as applicable, of the Limited Partnership Interests that are subject to the Put Right, including, without limitation, all fees and expenses of counsel to the Partnership, the General Partner and the conflicts committee of the General Partner and all fees and expenses of the investment banking firm incurred in connection with the determination of the Put Price; provided, however, that Adena and its Permitted Transferees shall only be required to pay the fees and expenses of one counsel to the Electing Limited Partners. Notwithstanding the foregoing, Adena and its Permitted Transferees, on the one hand, and the Partnership, on the other hand, shall each pay one-half of the fees and expenses of the American Arbitration Association (“AAA”), if applicable. (e) Upon exercise of the Call Right by the Partnership, the Partnership shall redeem and the Electing Limited Partners shall purchase, as applicable, all of the Limited Partnership Interests held by Adena and its Permitted Transferees upon the following terms (the “Call Terms”): (i) The closing of the redemption or purchase, as applicable, of such Limited Partnership Interests shall take place on such date as is mutually agreed by Adena and the General Partner, which date shall be not more than 180 days after the date of delivery of the Call Notice (plus any delay necessary to cause the Partnership or the Electing Limited Partners, as applicable, to comply with any applicable requirements of the HSR Act); (ii) The Call Price payable to Adena and each of its Permitted Transferees shall be paid at the closing in cash by wire transfer of immediately available funds; (iii) Adena shall, and shall cause its Permitted Transferees, as a condition to receipt of the Call Price, deliver such instruments to the Partnership and the Electing Limited Partners, as applicable, in form and substance reasonably satisfactory to the General Partner, as the General Partner determines to be necessary to effect the redemption or purchase, as applicable, of such Limited Partnership Interests, including, without limitation, representations and warranties from Adena and its Permitted Transferees regarding (A) their power, authority and legal capacity to transfer such Limited Partnership Interests, (B) their ownership of all right, title and interest in and to such Limited Partnership Interests free and clear of any liens or other encumbrances thereon, (C) the absence of any violation, default or acceleration of any agreement or instrument pursuant to which they or their assets are bound or subject in connection with such redemption or purchase, as applicable, and (D) the receipt of all governmental and third party approvals, consents, filings or notifications required to be obtained by them in connection with such redemption or purchase, as applicable; and (iv) The Partnership shall pay all of the costs and expenses incurred by Adena, its Permitted Transferees, the Partnership, the General Partner and the Electing Limited Partners in connection with the exercise of the Call Right and the redemption by the Partnership or the purchase by the Electing Limited Partners, as applicable, of the Limited Partnership Interests that are subject to the Call Right, including, without limitation, all fees and expenses of counsel to the Partnership, the General Partner and the conflicts committee of the General Partner and all fees and expenses of the investment banking firm incurred in connection with the determination of the Call Price; provided, however, that the Partnership shall only be required to pay the fees and expenses of one counsel to Adena and its Permitted Transferees and one counsel to the Electing Limited Partners. Notwithstanding the foregoing, Adena and its Permitted Transferees, on the one hand, and the Partnership, on the other hand, shall each pay one-half of the fees and expenses of AAA, if applicable. (f) The Put Price or the Call Price, as the case may be, shall be an amount agreed upon by Adena and the General Partner. If Adena and the General Partner cannot agree on the Put Price or the Call Price, as the case may be, within 15 Business Days after the date of delivery of the Put Notice or the Call Notice, as the case may be, the Put Price or the Call Price, as the case may be, shall be determined in accordance with this Section 7.8(f) by a nationally recognized investment banking firm mutually selected by Adena and the General Partner. If such Adena and the General Partner are unable, within five Business Days after the expiration of such 15 Business Day period, to agree upon an investment banking firm, then Adena (in the case of the Put Price) or the General Partner (in the case of the Call Price) shall promptly submit the selection of the nationally recognized investment banking firm to AAA, such selection by AAA to be made within 10 Business Days. The determination of the Put Price or the Call Price, as the case may be, by the investment banking firm selected pursuant to this Section 7.8(f) shall be made within 30 days after its selection and shall be final and binding upon Adena, its Permitted Transferees, the General Partner, the Partnership and the Electing Limited Partners. The costs of such investment banking firm shall be borne by Adena and its Permitted Transferees, in connection with the determination of the Put Price, and by the Partnership, in connection with the determination of the Call Price. The costs of AAA, if applicable, shall be borne one-half by Adena and its Permitted Transferees, on the one hand, and one-half by the Partnership, on the other hand, in connection with the determination of the Put Price or the Call Price. For purposes intent of this Section 7.8, the “Put Price” or the “Call Price” shall be equal to the fair market value, as of the date of the delivery of the Put Notice or the Call Notice, as the case may be, of all Limited Partnership Interests then held by Adena and its Permitted Transferees and shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for such Limited Partnership Interests subject, in the case of the Put Price, to a 30% minority interest discountAgreement. (g) From and after the date of delivery of the Put Notice or the Call Notice, as the case may be, Adena and its Permitted Transferees shall continue to receive distributions from the Partnership until such time as the transaction contemplated by the Put Notice or the Call Notice, as the case may be, has closed. (h) The payments to be made to Adena and its Permitted Transferees in connection with the exercise by Adena of the Put Right or the exercise by the Partnership of the Call Right, as the case may be, pursuant to this Section 7.8 are, and shall be conclusively deemed to be, (i) in complete liquidation and satisfaction of all the rights and interest of Adena and such Permitted Transferees (and of any and all Persons claiming by, through, or under Adena and such Permitted Transferees) in and in respect of the Partnership, including, without limitation, any interest in the Partnership, any rights in specific Partnership property, and any rights against the Partnership and (insofar as the affairs of the Partnership are concerned) against the Partners, (ii) shall constitute a compromise as to which all Partners have agreed pursuant to Section 17-502(b) of the Act, and (iii) none of Adena or any of its Permitted Transferees shall be entitled to claim or receive any further or different distribution or payment under Section 17-604 of the Act. (i) The General Partner shall have the right to assign all or any portion of the Partnership’s redemption obligation under Section 7.8(a) or the Partnership’s redemption rights under Section 7.8(b), as the case may be, to the Limited Partners (other than Adena and its Permitted Transferees), pro rata in accordance with their respective Percentage Interests as of the date of delivery of the Put Notice or the Call Notice, as the case may be, by delivering written notice to such Limited Partners specifying (i) the aggregate amount of Limited Partnership Interests of Adena and its Permitted Transferees that the General Partner desires to assign for purchase by such other Limited Partners, (ii) each such Limited Partner’s pro rata share of such Limited Partnership Interests and (iii) the purchase price therefore (which shall be the applicable portion of the Put Price or the Call Price, as the case may be). Each such Limited Partner shall notify the General Partner, not less than five Business Days after the date of delivery of such notice from the General Partner, of its desire to purchase its pro rata share of such Limited Partnership Interests and the amount of any additional Limited Partnership Interests (not to exceed the aggregate amount specified in the General Partner’s notice) such Limited Partner is willing to purchase in the event that less than all of such Limited Partners desire to purchase their pro rata share of such Limited Partnership Interests. If the aggregate amount of Limited Partnership Interests offered to be purchased by such Limited Partners equals or exceeds the aggregate amount of Limited Partnership Interests specified in the General Partner’s notice, each such Limited Partner shall be entitled to purchase an amount of Limited Partnership Interests equal to the lesser of (A) the amount specified in such Limited Partner’s notice and (B) the amount determined by multiplying (x) the aggregate amount of Limited Partnership Interests that are the subject of the General Partner’s notice by (y) a fraction the numerator of which is the Percentage Interest of such Limited Partner and the denominator of which is the aggregate Percentage Interests of all Limited Partners that have elected to purchase Limited Partnership Interests. Any remaining Limited Partnership Interests that are the subject of the General Partner’s notice shall be allocated to those Limited Partners that offered to purchase in excess of their pro rata share, pro rata to such Limited Partners based upon the amount of Limited Partnership Interests which each such Limited Partner is entitled to purchase pursuant to the preceding sentence or as such Limited Partners may otherwise agree. (j) Each Permitted Transferee of Adena acknowledges and agrees to be bound by the provisions of this Section 7.8.

Put/Call. (a) For purposes Participant A shall notify Participant B in writing of this its intention to take an action that requires the approval or consent of Participant B pursuant to Section 7.8, each 5. If Participant B does not respond with such approval or consent (or the denial of same) in writing within five (5) Business Days of delivery of such notice (or within such lesser time period as may be specified by Participant if such lesser time period is required under the following events shall constitute Loan Documents or if circumstances otherwise reasonably require a “Put/Call Event:” (i) the appointment or election by the Board of Directors of the General Partner of an individual to serve as the Chairman, Chief Executive Officer or Chief Operating Officer of the General Partner (other than those individuals serving in such capacities as of the date of this Agreementshorter time period), which appointment then Participant B shall be deemed to have granted the requested approval or election was voted against by the Adena Director; and (ii) the issuance of Limited Partnership Interests by the Partnership or the issuance of Incentive Distribution Rights by the Master Limited Partnership, in either case, in a transaction approved by the General Partner but voted against by the Adena Directorconsent. (b) Upon If Participant B affirmatively rejects in writing the occurrence granting of such approval or consent within the five (5) Business Day period specified in Section 8(a) (a “Material Disagreement Notice”), then Participant B may deliver, within five (5) Business Days after delivery of a Put/Call Event and prior to the Put/Call Expiration DateMaterial Disagreement Notice, Adena shall have the right (the “Put Right”) during the 30 days immediately following the occurrence of such Put/Call Event (the “Put Period”) to require the Partnership to redeem all, but not less than all, of the Limited Partnership Interests held by Adena and its Permitted Transferees at the Put Price and on the Put Terms. Adena shall exercise the Put Right by delivery of a written notice to the Partnership during the Put Period Participant A (the a “Put Notice”). Upon Adena’s exercise of the Put Right, each of Adena’s Permitted Transferees shall be deemed to have agreed to participate in the Put Right. (c) If the Put Right has not been exercised Prior to 5:00 p.m., New York time, within five (5) Business Days after receipt by Adena during the Put Period pursuant to Section 7.8(b), the Partnership shall have the right (the “Call Right”) during the 30 days immediately following the expiration Participant A of the Put Period Notice, Participant A shall deliver to Participant B a written response irrevocably offering either (x) to purchase all right, title and interest of Participant B in respect of Participation B for the Purchase Price (a “Call PeriodBuy Response”) or (y) to elect to redeem withdraw from Adena and its Permitted Transferees allthe Material Disagreement, but by agreeing that Participant A will not less than all, take any action upon a Unanimous Decision that is the subject of the Limited Partnership Interests held by Adena and its Permitted Transferees at the Call Price and on the Call Terms. The Partnership shall exercise the Call Right by delivery of written notice to Adena during the Call Period (the “Call Notice”). Upon exercise of the Call Right, Adena shall cause its Permitted Transferees to participate in the Call RightMaterial Disagreement. (d) Upon exercise On the fifth (5th) Business Day after delivery of the Put Right Buy Response by Adena, the Partnership shall redeem, and the Electing Limited Partners shall purchase, as applicable, all of the Limited Partnership Interests held by Adena and its Permitted Transferees upon the following terms Participant A (the “Put TermsClosing Date”): (i) The closing of ), Participant B shall transfer and assign to Participant A, pursuant to an assignment and assumption agreement reasonably acceptable to the redemption or purchaseParticipants, all right, title and interest that Participant B has in Participation B, and shall make customary representations as applicableto authority, of such Limited Partnership Interests authorization, and good title to the transferred interest; and Participant A shall take place on such date as is mutually agreed by Adena and pay the General Partner, which date shall be not more than 180 days after Purchase Price to Participant B the date of delivery of the Put Notice (plus any delay necessary to cause the Partnership or the Electing Limited Partners, as applicable, to comply with any applicable requirements of the HSR Act); (ii) The Put Purchase Price payable to Adena and its Permitted Transferees shall be paid at the closing in cash by wire transfer of immediately available funds; (iii) Adena funds to the account designated by Participant B. For the purpose of this Section 8(d), the term “Purchase Price” means the amount equal to the total outstanding principal amount of Participation B at such time plus the total amount of accrued and unpaid interest on Participation B due at such time and any accrued and unpaid Fees due to Participant B at such time. At such closing, each Participant shall, and shall cause its Permitted Transferees, as a condition to receipt at the request of the Put Priceother, execute and deliver such documents and instruments as the requesting Participant shall reasonably require in order to effect such transfer. All payments received by Participant A on or after the Partnership Closing Date in respect of the ownership interests of Participant B in Participation B shall be for the account of Participant A. Participant B shall cooperate in facilitating the assignment of Participation B, and the Electing Limited Partners, as applicable, in form and substance reasonably satisfactory to the General Partner, as the General Partner determines to be necessary to effect the redemption or purchase, as applicable, of such Limited Partnership Interestsadministration thereof, including, without limitation, representations delivering Loan related documents and warranties from Adena and its Permitted Transferees regarding (A) their power, authority and legal capacity such other cooperation as Participant A reasonably requests to transfer such Limited Partnership Interests, (B) their ownership of all right, title and interest in and to such Limited Partnership Interests free and clear of any liens or other encumbrances thereon, (C) effectuate the absence of any violation, default or acceleration of any agreement or instrument pursuant to which they or their assets are bound or subject in connection with such redemption or purchase, as applicable, and (D) the receipt of all governmental and third party approvals, consents, filings or notifications required to be obtained by them in connection with such redemption or purchase, as applicable; and (iv) Adena and its Permitted Transferees shall pay all of the costs and expenses incurred by Adena, its Permitted Transferees, the Partnership, the General Partner and the Electing Limited Partners in connection with the exercise of the Put Right and the redemption by the Partnership or the purchase by the Electing Limited Partners, as applicable, of the Limited Partnership Interests that are subject to the Put Right, including, without limitation, all fees and expenses of counsel to the Partnership, the General Partner and the conflicts committee of the General Partner and all fees and expenses of the investment banking firm incurred in connection with the determination of the Put Price; provided, however, that Adena and its Permitted Transferees shall only be required to pay the fees and expenses of one counsel to the Electing Limited Partners. Notwithstanding the foregoing, Adena and its Permitted Transferees, on the one hand, and the Partnership, on the other hand, shall each pay one-half of the fees and expenses of the American Arbitration Association (“AAA”), if applicable. (e) Upon exercise of the Call Right by the Partnership, the Partnership shall redeem and the Electing Limited Partners shall purchase, as applicable, all of the Limited Partnership Interests held by Adena and its Permitted Transferees upon the following terms (the “Call Terms”): (i) The closing of the redemption or purchase, as applicable, of such Limited Partnership Interests shall take place on such date as is mutually agreed by Adena and the General Partner, which date shall be not more than 180 days after the date of delivery of the Call Notice (plus any delay necessary to cause the Partnership or the Electing Limited Partners, as applicable, to comply with any applicable requirements of the HSR Act); (ii) The Call Price payable to Adena and each of its Permitted Transferees shall be paid at the closing in cash by wire transfer of immediately available funds; (iii) Adena shall, and shall cause its Permitted Transferees, as a condition to receipt of the Call Price, deliver such instruments to the Partnership and the Electing Limited Partners, as applicable, in form and substance reasonably satisfactory to the General Partner, as the General Partner determines to be necessary to effect the redemption or purchase, as applicable, of such Limited Partnership Interests, including, without limitation, representations and warranties from Adena and its Permitted Transferees regarding (A) their power, authority and legal capacity to transfer such Limited Partnership Interests, (B) their ownership of all right, title and interest in and to such Limited Partnership Interests free and clear of any liens or other encumbrances thereon, (C) the absence of any violation, default or acceleration of any agreement or instrument pursuant to which they or their assets are bound or subject in connection with such redemption or purchase, as applicable, and (D) the receipt of all governmental and third party approvals, consents, filings or notifications required to be obtained by them in connection with such redemption or purchase, as applicable; and (iv) The Partnership shall pay all of the costs and expenses incurred by Adena, its Permitted Transferees, the Partnership, the General Partner and the Electing Limited Partners in connection with the exercise of the Call Right and the redemption by the Partnership or the purchase by the Electing Limited Partners, as applicable, of the Limited Partnership Interests that are subject to the Call Right, including, without limitation, all fees and expenses of counsel to the Partnership, the General Partner and the conflicts committee of the General Partner and all fees and expenses of the investment banking firm incurred in connection with the determination of the Call Price; provided, however, that the Partnership shall only be required to pay the fees and expenses of one counsel to Adena and its Permitted Transferees and one counsel to the Electing Limited Partners. Notwithstanding the foregoing, Adena and its Permitted Transferees, on the one hand, and the Partnership, on the other hand, shall each pay one-half of the fees and expenses of AAA, if applicable. (f) The Put Price or the Call Price, as the case may be, shall be an amount agreed upon by Adena and the General Partner. If Adena and the General Partner cannot agree on the Put Price or the Call Price, as the case may be, within 15 Business Days after the date of delivery of the Put Notice or the Call Notice, as the case may be, the Put Price or the Call Price, as the case may be, shall be determined in accordance with this Section 7.8(f) by a nationally recognized investment banking firm mutually selected by Adena and the General Partner. If such Adena and the General Partner are unable, within five Business Days after the expiration of such 15 Business Day period, to agree upon an investment banking firm, then Adena (in the case of the Put Price) or the General Partner (in the case of the Call Price) shall promptly submit the selection of the nationally recognized investment banking firm to AAA, such selection by AAA to be made within 10 Business Days. The determination of the Put Price or the Call Price, as the case may be, by the investment banking firm selected pursuant to this Section 7.8(f) shall be made within 30 days after its selection and shall be final and binding upon Adena, its Permitted Transferees, the General Partner, the Partnership and the Electing Limited Partners. The costs of such investment banking firm shall be borne by Adena and its Permitted Transferees, in connection with the determination of the Put Price, and by the Partnership, in connection with the determination of the Call Price. The costs of AAA, if applicable, shall be borne one-half by Adena and its Permitted Transferees, on the one hand, and one-half by the Partnership, on the other hand, in connection with the determination of the Put Price or the Call Price. For purposes intent of this Section 7.8, the “Put Price” or the “Call Price” shall be equal to the fair market value, as of the date of the delivery of the Put Notice or the Call Notice, as the case may be, of all Limited Partnership Interests then held by Adena and its Permitted Transferees and shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for such Limited Partnership Interests subject, in the case of the Put Price, to a 30% minority interest discountAgreement. (g) From and after the date of delivery of the Put Notice or the Call Notice, as the case may be, Adena and its Permitted Transferees shall continue to receive distributions from the Partnership until such time as the transaction contemplated by the Put Notice or the Call Notice, as the case may be, has closed. (h) The payments to be made to Adena and its Permitted Transferees in connection with the exercise by Adena of the Put Right or the exercise by the Partnership of the Call Right, as the case may be, pursuant to this Section 7.8 are, and shall be conclusively deemed to be, (i) in complete liquidation and satisfaction of all the rights and interest of Adena and such Permitted Transferees (and of any and all Persons claiming by, through, or under Adena and such Permitted Transferees) in and in respect of the Partnership, including, without limitation, any interest in the Partnership, any rights in specific Partnership property, and any rights against the Partnership and (insofar as the affairs of the Partnership are concerned) against the Partners, (ii) shall constitute a compromise as to which all Partners have agreed pursuant to Section 17-502(b) of the Act, and (iii) none of Adena or any of its Permitted Transferees shall be entitled to claim or receive any further or different distribution or payment under Section 17-604 of the Act. (i) The General Partner shall have the right to assign all or any portion of the Partnership’s redemption obligation under Section 7.8(a) or the Partnership’s redemption rights under Section 7.8(b), as the case may be, to the Limited Partners (other than Adena and its Permitted Transferees), pro rata in accordance with their respective Percentage Interests as of the date of delivery of the Put Notice or the Call Notice, as the case may be, by delivering written notice to such Limited Partners specifying (i) the aggregate amount of Limited Partnership Interests of Adena and its Permitted Transferees that the General Partner desires to assign for purchase by such other Limited Partners, (ii) each such Limited Partner’s pro rata share of such Limited Partnership Interests and (iii) the purchase price therefore (which shall be the applicable portion of the Put Price or the Call Price, as the case may be). Each such Limited Partner shall notify the General Partner, not less than five Business Days after the date of delivery of such notice from the General Partner, of its desire to purchase its pro rata share of such Limited Partnership Interests and the amount of any additional Limited Partnership Interests (not to exceed the aggregate amount specified in the General Partner’s notice) such Limited Partner is willing to purchase in the event that less than all of such Limited Partners desire to purchase their pro rata share of such Limited Partnership Interests. If the aggregate amount of Limited Partnership Interests offered to be purchased by such Limited Partners equals or exceeds the aggregate amount of Limited Partnership Interests specified in the General Partner’s notice, each such Limited Partner shall be entitled to purchase an amount of Limited Partnership Interests equal to the lesser of (A) the amount specified in such Limited Partner’s notice and (B) the amount determined by multiplying (x) the aggregate amount of Limited Partnership Interests that are the subject of the General Partner’s notice by (y) a fraction the numerator of which is the Percentage Interest of such Limited Partner and the denominator of which is the aggregate Percentage Interests of all Limited Partners that have elected to purchase Limited Partnership Interests. Any remaining Limited Partnership Interests that are the subject of the General Partner’s notice shall be allocated to those Limited Partners that offered to purchase in excess of their pro rata share, pro rata to such Limited Partners based upon the amount of Limited Partnership Interests which each such Limited Partner is entitled to purchase pursuant to the preceding sentence or as such Limited Partners may otherwise agree. (j) Each Permitted Transferee of Adena acknowledges and agrees to be bound by the provisions of this Section 7.8.

Put/Call. (a) For purposes of this Section 7.8, Participant A shall notify each of Participant B and Participant C in writing of its intention to take an action that requires the following events shall constitute approval or consent of Participant B and Participant C pursuant to Section 5. If Participant B and/or Participant C does not respond with such approval or consent (or the denial of same) in writing within five (5) Business Days of delivery of such notice (or within such lesser time period as may be specified by Participant if such lesser time period is required under the Loan Documents or if circumstances otherwise reasonably require a “Put/Call Event:” (i) the appointment or election by the Board of Directors of the General Partner of an individual to serve as the Chairman, Chief Executive Officer or Chief Operating Officer of the General Partner (other than those individuals serving in such capacities as of the date of this Agreementshorter time period), which appointment then such non-responding Participant shall be deemed to have granted the requested approval or election was voted against by the Adena Director; and (ii) the issuance of Limited Partnership Interests by the Partnership or the issuance of Incentive Distribution Rights by the Master Limited Partnership, in either case, in a transaction approved by the General Partner but voted against by the Adena Directorconsent. (b) Upon If Participant B and/or Participant C affirmatively rejects in writing the occurrence granting of such approval or consent within the five (5) Business Day period specified in Section 8(a) (a “Material Disagreement Notice”), then Participant B and/or Participant C, as applicable, may deliver, within five (5) Business Days after delivery of a Put/Call Event and prior to the Put/Call Expiration DateMaterial Disagreement Notice, Adena shall have the right (the “Put Right”) during the 30 days immediately following the occurrence of such Put/Call Event (the “Put Period”) to require the Partnership to redeem all, but not less than all, of the Limited Partnership Interests held by Adena and its Permitted Transferees at the Put Price and on the Put Terms. Adena shall exercise the Put Right by delivery of a written notice to the Partnership during the Put Period Participant A (the a “Put Notice”). Upon Adena’s exercise of the Put Right, each of Adena’s Permitted Transferees shall be deemed to have agreed to participate in the Put Right. (c) If the Put Right has not been exercised Prior to 5:00 p.m., New York time, within five (5) Business Days after receipt by Adena during the Put Period pursuant to Section 7.8(b), the Partnership shall have the right (the “Call Right”) during the 30 days immediately following the expiration Participant A of the Put Period Notice, Participant A shall deliver to Participant B and/or Participant C, as applicable, a written response irrevocably offering either (the “Call Period”x) to elect to redeem from Adena and its Permitted Transferees all, but not less than all, of the Limited Partnership Interests held by Adena and its Permitted Transferees at the Call Price and on the Call Terms. The Partnership shall exercise the Call Right by delivery of written notice to Adena during the Call Period (the “Call Notice”). Upon exercise of the Call Right, Adena shall cause its Permitted Transferees to participate in the Call Right. (d) Upon exercise of the Put Right by Adena, the Partnership shall redeem, and the Electing Limited Partners shall purchase, as applicable, all right, title and interest of Participant B in respect of Participation B and/or all right, title and interest of Participant C in respect of Participation C for the Purchase Price (a “Buy Response”) or (y) to withdraw from the Material Disagreement, by agreeing that Participant A will not take any action upon a Unanimous Decision that is the subject of the Limited Partnership Interests held Material Disagreement. (d) On the fifth (5th) Business Day after delivery of the Buy Response by Adena and its Permitted Transferees upon the following terms Participant A (the “Put TermsClosing Date”): (i) The closing of the redemption or purchase), Participant B and/or Participant C, as applicable, of such Limited Partnership Interests shall take place on such date as is mutually agreed by Adena transfer and assign to Participant A, pursuant to an assignment and assumption agreement reasonably acceptable to the General Partner, which date shall be not more than 180 days after the date of delivery of the Put Notice (plus any delay necessary to cause the Partnership or the Electing Limited PartnersParticipants, as applicable, all right, title and interest that Participant B has in Participation B and/or all right, title and interest that Participant C has in Participation C, and shall make customary representations as to comply with any authority, authorization, and good title to the transferred interest; and Participant A shall pay to Participant B and/or Participant C, as applicable, the applicable requirements of the HSR Act); (ii) The Put Purchase Price payable to Adena and its Permitted Transferees shall be paid at the closing in cash by wire transfer of immediately available funds; funds to the account designated by Participant B and/or Participant C, as applicable. For the purpose of this Section 8(d), the term “Purchase Price” means (iiii) Adena with respect to Participant B, the amount equal to the total outstanding principal amount of Participation B at such time, plus the total amount of accrued and unpaid interest on Participation B due at such time and any accrued and unpaid Fees due to Participant B at such time and (ii) with respect to Participant C, the amount equal to the total outstanding principal amount of Participation C at such time, plus the total amount of accrued and unpaid interest on Participation C due at such time and any accrued and unpaid Fees due to Participant C at such time. At such closing, each Participant shall, and shall cause its Permitted Transferees, as a condition to receipt at the request of the Put Priceother, execute and deliver such documents and instruments as the requesting Participant shall reasonably require in order to effect such transfer. All payments received by Participant A on or after the Partnership and Closing Date in respect of the Electing Limited Partnersownership interests of Participant B in Participation B and/or Participant C in Participation C, as applicable, in form and substance reasonably satisfactory to shall be for the General Partner, as the General Partner determines to be necessary to effect the redemption or purchaseaccount of Participant A. Participant B and/or Participant C, as applicable, shall cooperate in facilitating the assignment of such Limited Partnership InterestsParticipation B and/or Participation C, as applicable, and the administration thereof, including, without limitation, representations delivering Loan related documents and warranties from Adena and its Permitted Transferees regarding (A) their power, authority and legal capacity such other cooperation as Participant A reasonably requests to transfer such Limited Partnership Interests, (B) their ownership of all right, title and interest in and to such Limited Partnership Interests free and clear of any liens or other encumbrances thereon, (C) effectuate the absence of any violation, default or acceleration of any agreement or instrument pursuant to which they or their assets are bound or subject in connection with such redemption or purchase, as applicable, and (D) the receipt of all governmental and third party approvals, consents, filings or notifications required to be obtained by them in connection with such redemption or purchase, as applicable; and (iv) Adena and its Permitted Transferees shall pay all of the costs and expenses incurred by Adena, its Permitted Transferees, the Partnership, the General Partner and the Electing Limited Partners in connection with the exercise of the Put Right and the redemption by the Partnership or the purchase by the Electing Limited Partners, as applicable, of the Limited Partnership Interests that are subject to the Put Right, including, without limitation, all fees and expenses of counsel to the Partnership, the General Partner and the conflicts committee of the General Partner and all fees and expenses of the investment banking firm incurred in connection with the determination of the Put Price; provided, however, that Adena and its Permitted Transferees shall only be required to pay the fees and expenses of one counsel to the Electing Limited Partners. Notwithstanding the foregoing, Adena and its Permitted Transferees, on the one hand, and the Partnership, on the other hand, shall each pay one-half of the fees and expenses of the American Arbitration Association (“AAA”), if applicable. (e) Upon exercise of the Call Right by the Partnership, the Partnership shall redeem and the Electing Limited Partners shall purchase, as applicable, all of the Limited Partnership Interests held by Adena and its Permitted Transferees upon the following terms (the “Call Terms”): (i) The closing of the redemption or purchase, as applicable, of such Limited Partnership Interests shall take place on such date as is mutually agreed by Adena and the General Partner, which date shall be not more than 180 days after the date of delivery of the Call Notice (plus any delay necessary to cause the Partnership or the Electing Limited Partners, as applicable, to comply with any applicable requirements of the HSR Act); (ii) The Call Price payable to Adena and each of its Permitted Transferees shall be paid at the closing in cash by wire transfer of immediately available funds; (iii) Adena shall, and shall cause its Permitted Transferees, as a condition to receipt of the Call Price, deliver such instruments to the Partnership and the Electing Limited Partners, as applicable, in form and substance reasonably satisfactory to the General Partner, as the General Partner determines to be necessary to effect the redemption or purchase, as applicable, of such Limited Partnership Interests, including, without limitation, representations and warranties from Adena and its Permitted Transferees regarding (A) their power, authority and legal capacity to transfer such Limited Partnership Interests, (B) their ownership of all right, title and interest in and to such Limited Partnership Interests free and clear of any liens or other encumbrances thereon, (C) the absence of any violation, default or acceleration of any agreement or instrument pursuant to which they or their assets are bound or subject in connection with such redemption or purchase, as applicable, and (D) the receipt of all governmental and third party approvals, consents, filings or notifications required to be obtained by them in connection with such redemption or purchase, as applicable; and (iv) The Partnership shall pay all of the costs and expenses incurred by Adena, its Permitted Transferees, the Partnership, the General Partner and the Electing Limited Partners in connection with the exercise of the Call Right and the redemption by the Partnership or the purchase by the Electing Limited Partners, as applicable, of the Limited Partnership Interests that are subject to the Call Right, including, without limitation, all fees and expenses of counsel to the Partnership, the General Partner and the conflicts committee of the General Partner and all fees and expenses of the investment banking firm incurred in connection with the determination of the Call Price; provided, however, that the Partnership shall only be required to pay the fees and expenses of one counsel to Adena and its Permitted Transferees and one counsel to the Electing Limited Partners. Notwithstanding the foregoing, Adena and its Permitted Transferees, on the one hand, and the Partnership, on the other hand, shall each pay one-half of the fees and expenses of AAA, if applicable. (f) The Put Price or the Call Price, as the case may be, shall be an amount agreed upon by Adena and the General Partner. If Adena and the General Partner cannot agree on the Put Price or the Call Price, as the case may be, within 15 Business Days after the date of delivery of the Put Notice or the Call Notice, as the case may be, the Put Price or the Call Price, as the case may be, shall be determined in accordance with this Section 7.8(f) by a nationally recognized investment banking firm mutually selected by Adena and the General Partner. If such Adena and the General Partner are unable, within five Business Days after the expiration of such 15 Business Day period, to agree upon an investment banking firm, then Adena (in the case of the Put Price) or the General Partner (in the case of the Call Price) shall promptly submit the selection of the nationally recognized investment banking firm to AAA, such selection by AAA to be made within 10 Business Days. The determination of the Put Price or the Call Price, as the case may be, by the investment banking firm selected pursuant to this Section 7.8(f) shall be made within 30 days after its selection and shall be final and binding upon Adena, its Permitted Transferees, the General Partner, the Partnership and the Electing Limited Partners. The costs of such investment banking firm shall be borne by Adena and its Permitted Transferees, in connection with the determination of the Put Price, and by the Partnership, in connection with the determination of the Call Price. The costs of AAA, if applicable, shall be borne one-half by Adena and its Permitted Transferees, on the one hand, and one-half by the Partnership, on the other hand, in connection with the determination of the Put Price or the Call Price. For purposes intent of this Section 7.8, the “Put Price” or the “Call Price” shall be equal to the fair market value, as of the date of the delivery of the Put Notice or the Call Notice, as the case may be, of all Limited Partnership Interests then held by Adena and its Permitted Transferees and shall be based on the value that a willing buyer with knowledge of all relevant facts would pay a willing seller for such Limited Partnership Interests subject, in the case of the Put Price, to a 30% minority interest discountAgreement. (g) From and after the date of delivery of the Put Notice or the Call Notice, as the case may be, Adena and its Permitted Transferees shall continue to receive distributions from the Partnership until such time as the transaction contemplated by the Put Notice or the Call Notice, as the case may be, has closed. (h) The payments to be made to Adena and its Permitted Transferees in connection with the exercise by Adena of the Put Right or the exercise by the Partnership of the Call Right, as the case may be, pursuant to this Section 7.8 are, and shall be conclusively deemed to be, (i) in complete liquidation and satisfaction of all the rights and interest of Adena and such Permitted Transferees (and of any and all Persons claiming by, through, or under Adena and such Permitted Transferees) in and in respect of the Partnership, including, without limitation, any interest in the Partnership, any rights in specific Partnership property, and any rights against the Partnership and (insofar as the affairs of the Partnership are concerned) against the Partners, (ii) shall constitute a compromise as to which all Partners have agreed pursuant to Section 17-502(b) of the Act, and (iii) none of Adena or any of its Permitted Transferees shall be entitled to claim or receive any further or different distribution or payment under Section 17-604 of the Act. (i) The General Partner shall have the right to assign all or any portion of the Partnership’s redemption obligation under Section 7.8(a) or the Partnership’s redemption rights under Section 7.8(b), as the case may be, to the Limited Partners (other than Adena and its Permitted Transferees), pro rata in accordance with their respective Percentage Interests as of the date of delivery of the Put Notice or the Call Notice, as the case may be, by delivering written notice to such Limited Partners specifying (i) the aggregate amount of Limited Partnership Interests of Adena and its Permitted Transferees that the General Partner desires to assign for purchase by such other Limited Partners, (ii) each such Limited Partner’s pro rata share of such Limited Partnership Interests and (iii) the purchase price therefore (which shall be the applicable portion of the Put Price or the Call Price, as the case may be). Each such Limited Partner shall notify the General Partner, not less than five Business Days after the date of delivery of such notice from the General Partner, of its desire to purchase its pro rata share of such Limited Partnership Interests and the amount of any additional Limited Partnership Interests (not to exceed the aggregate amount specified in the General Partner’s notice) such Limited Partner is willing to purchase in the event that less than all of such Limited Partners desire to purchase their pro rata share of such Limited Partnership Interests. If the aggregate amount of Limited Partnership Interests offered to be purchased by such Limited Partners equals or exceeds the aggregate amount of Limited Partnership Interests specified in the General Partner’s notice, each such Limited Partner shall be entitled to purchase an amount of Limited Partnership Interests equal to the lesser of (A) the amount specified in such Limited Partner’s notice and (B) the amount determined by multiplying (x) the aggregate amount of Limited Partnership Interests that are the subject of the General Partner’s notice by (y) a fraction the numerator of which is the Percentage Interest of such Limited Partner and the denominator of which is the aggregate Percentage Interests of all Limited Partners that have elected to purchase Limited Partnership Interests. Any remaining Limited Partnership Interests that are the subject of the General Partner’s notice shall be allocated to those Limited Partners that offered to purchase in excess of their pro rata share, pro rata to such Limited Partners based upon the amount of Limited Partnership Interests which each such Limited Partner is entitled to purchase pursuant to the preceding sentence or as such Limited Partners may otherwise agree. (j) Each Permitted Transferee of Adena acknowledges and agrees to be bound by the provisions of this Section 7.8.