Common use of Additional Offerings Clause in Contracts

Additional Offerings. In the event additional Units (or other securities or debt instruments) are sold at a future date, all Unit Holders holding at least twenty (20) Units (the “Major Holders”) shall automatically be afforded the right to participate in such offering and, collectively, fund up to twenty five percent (25%) of the associated capital raise. In the event of an oversubscription of such Major Holders, the applicable offered securities will be sold to such Major Holders pro-rata in accordance with their respective Capital Contribution Percentage (accounting only for participating Major Holders). This Section shall not apply to any securities issued in connection with: (i) the issuance of securities issued or issuable in connection with, or upon the exercise of, options or other awards granted or to be granted to employees, officers or managers of the Partnership pursuant to the Partnership’s equity incentive plans; (ii) securities issued as a result of any equity split, equity dividend, reclassification or reorganization or similar event; (iii) securities issued as consideration in any acquisition, merger, joint venture, partnership or other strategic alliance; (iv) securities issued in connection with any debt financing or refinancing of the Partnership; or (vi) securities issued in connection with an initial public offering.