Common use of Certificates Clause in Contracts

Certificates. (i) If requested by a Class A Preferred Holder, the Class A Preferred Units shall be evidenced by Certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iThe Restricted Shares are issued to Participant in reliance on the exemption from registration provided in Section 4(2) If requested by a Class A Preferred Holder, of the Class A Preferred Units 1933 Act and Regulation D promulgated thereunder. The Restricted Shares shall be evidenced by Certificates issued in such form the name of Participant or a nominee of Participant as of the Board date of Directors may approve and, subject this Award Agreement. One or more certificates representing the Restricted Shares shall bear a legend substantially similar to the satisfaction of any applicable legalfollowing, regulatory and contractual requirements, stop transfer instructions may be assigned or transferred in a manner identical given to the assignment and transfer of other Unitsagent for the Company's Stock that are consistent with such legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND SUBJECT TO CERTAIN CONDITIONS UNDER THE AMCON DISTRIBUTING COMPANY 2007 OMNIBUS INCENTIVE PLAN AND THE APPLICABLE RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO WHICH THE SHARES WERE ISSUED. The Certificates evidencing Class THESE SHARES ARE SUBJECT TO A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following form: “RISK OF FORFEITURE AND CANNOT BE SOLD, DONATED, TRANSFERRED OR IN ANY OTHER MANNER ENCUMBERED EXCEPT IN ACCORDANCE WITH THE TERMS OF SUCH PLAN AND AGREEMENT, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF AMCON DISTRIBUTING COMPANY. IN ADDITION, THESE SECURITIES SHARES HAVE BEEN ISSUED ON MARCH 31, 2008 PURSUANT TO THE AMCON DISTRIBUTING COMPANY 2007 OMNIBUS INCENTIVE PLAN AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A AN EFFECTIVE REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO UNDER THE ACT AND APPLICABLE STATE SECURITIES UNDER SUCH ACT LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESTHEREUNDER.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested by a Class A Preferred Series I Holder, the Class A Series I Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the Board of Directors determines to assign the responsibility to another Person, the General Partner will act as the Transfer Agent for the Series I Preferred Units. The Certificates certificates evidencing Class A Series I Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates certificates evidencing Common Units. (ii) The Certificate(scertificate(s) representing the Class A Series I Preferred Units may be imprinted with a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) ” In connection with a sale of Class A Series I Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Series I Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(scertificate(s) representing such Class A Series I Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iThe Restricted Shares are issued to Participant in reliance on the exemption from registration provided in Section 4(2) If requested by a Class A Preferred Holder, of the Class A Preferred Units 1933 Act and Regulation D promulgated thereunder. The Restricted Shares shall be evidenced by Certificates issued in such form the name of Participant or a nominee of Participant as of the Board Date of Directors may approve and, subject Grant. One or more certificates representing the Restricted Shares shall bear a legend substantially similar to the satisfaction of any applicable legalfollowing, regulatory and contractual requirements, stop transfer instructions may be assigned or transferred in a manner identical given to the assignment and transfer of other Unitsagent for the Company's Stock that are consistent with such legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND SUBJECT TO CERTAIN CONDITIONS UNDER THE AMCON DISTRIBUTING COMPANY 2007 OMNIBUS INCENTIVE PLAN AND THE APPLICABLE RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO WHICH THE SHARES WERE ISSUED. The Certificates evidencing Class THESE SHARES ARE SUBJECT TO A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following form: “RISK OF FORFEITURE AND CANNOT BE SOLD, DONATED, TRANSFERRED OR IN ANY OTHER MANNER ENCUMBERED EXCEPT IN ACCORDANCE WITH THE TERMS OF SUCH PLAN AND AGREEMENT, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF AMCON DISTRIBUTING COMPANY. IN ADDITION, THESE SECURITIES SHARES HAVE BEEN ISSUED ON DECEMBER __, 2007 PURSUANT TO THE AMCON DISTRIBUTING COMPANY 2007 OMNIBUS INCENTIVE PLAN AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A AN EFFECTIVE REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO UNDER THE ACT AND APPLICABLE STATE SECURITIES UNDER SUCH ACT LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESTHEREUNDER.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. The Shares shall be represented by a stock certificate or certificates registered in the name of the Holder. Holder understands that the certificates representing the Shares issued in settlement of this award will bear legends in substantially the form set forth below: (i) If requested by a Class A Preferred Holder, the Class A Preferred Units shall be evidenced by Certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) On certificates representing the Class A Preferred Units may be imprinted with a legend in substantially the following formUnregistered Shares: “THESE SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THESE SECURITIES AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO UNDER THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER ANDFROM, OR IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATIONNOT SUBJECT TO, UNLESS SOLD PURSUANT THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.” (ii) On certificates representing all Shares: “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE HELD BY AN "AFFILIATE", WITHIN THE MEANING OF PARAGRAPH (A) (1) OF RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY ONLY BE SOLD, TRANSFERRED OR ASSIGNED IF IN THE OPINION OF COUNSEL OF THE CORPORATION SUCH ACT SALE, TRANSFER OR ASSIGNMENT IS IN COMPLIANCE WITH THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION RULES AND REGULATIONS PROMULGATED UNDER SUCH THE SECURITIES ACT. THE SHARES REPRESENTED BY THIS SECURITY IS CERTIFICATE, ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIPA STOCK PURCHASE AGREEMENT, DATED AS OF MARCH 631, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT2011, BY AND BETWEEN THE PARTNERSHIP AMERICAN MEDICAL ALERT CORP. AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASEHOLDER, A COPY OF WHICH MAY BE OBTAINED FROM IS AVAILABLE UPON REQUEST TO THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESCOMPANY, AND WHICH REQUIRES THAT ANY TRANSFEREE ASSUME THE OBLIGATIONS SET FORTH THEREIN.” (iii) ” In connection addition, Holder acknowledges and agrees that stop transfer instructions shall be imposed with a sale respect to each certificate representing the Shares issued in settlement of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewiththis Award.

Certificates. (iA) If requested by a Class A Preferred Holder, the Class The Series A Preferred Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series A Preferred Units. The Certificates evidencing Class Series A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class Series A Preferred Units may be imprinted with a legend in substantially the following form: form (but, if outstanding as of the date of this Agreement, may refer to the Fourth A/R Partnership Agreement or Fifth A/R Partnership Agreement): “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF [•], 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE2017, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class A Preferred Holder, the Class A The Series C Preferred Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series C Preferred Units. The Certificates evidencing Class A Series C Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class A Series C Preferred Units may be imprinted with a legend in substantially the following form: form (but, if outstanding as of the date of this Agreement, may refer to the Fifth A/R Partnership Agreement): “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF [•], 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE2017, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class A Preferred Holder, the Class A The Series E Preferred Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series E Preferred Units. The Certificates evidencing Class A Series E Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class A Series E Preferred Units may be imprinted with a legend in substantially the following form: “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF [•], 20152017, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class A Preferred Holder, the Class A The Series D Preferred Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series D Preferred Units. The Certificates evidencing Class A Series D Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class A Series D Preferred Units may be imprinted with a legend in substantially the following form: form (but, if outstanding as of the date of this Agreement, may refer to the Fifth A/R Partnership Agreement): “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF [•], 20152017, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested by a Class A Preferred Holder, the Class A Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the Board of Directors determines to assign the responsibility to another Person, the General Partner will act as the Transfer Agent for the Class A Preferred Units. The Certificates certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates certificates evidencing Common Units. (ii) The Certificate(scertificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT CT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6OF MAY 10, 20152011, AS AMENDEDAMENDED OR RESTATED FROM TIME TO TIME, AND (ii) A THE CLASS A PREFERRED UNIT PURCHASE AGREEMENT, DATED AS OF APRIL 21, 2016, AS AMENDED, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(scertificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a The Class A Preferred Holder, the Class A C Convertible Preferred Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the General Partner will act as the registrar and transfer agent for the Class C Convertible Preferred Units. The Certificates evidencing Class A C Convertible Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (iiB) The Certificate(s) representing the Class A C Convertible Preferred Units may be imprinted with a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND ARE SUBJECT TO THE TERMS OF THE FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF QR ENERGY, LP, AS AMENDED. THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF QR ENERGY, OR ANY STATE SECURITIES LAWS. THESE SECURITIES LP THAT THIS SECURITY MAY NOT BE SOLD, OFFERED FOR SALEOFFERED, PLEDGEDRESOLD, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED IN IF SUCH TRANSFER WOULD (A) VIOLATE THE ABSENCE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF QR ENERGY, LP UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE QR ENERGY, LP TO BE TREATED AS AN ASSOCIATION TAXABLE AS A REGISTRATION STATEMENT IN EFFECT WITH RESPECT CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE SECURITIES UNDER SUCH ACT EXTENT NOT ALREADY SO TREATED OR PURSUANT TO TAXED). QRE GP, LLC, THE GENERAL PARTNER OF QR ENERGY, LP, MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OPINION OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT COUNSEL THAT SUCH TRANSACTION DOES RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF QR ENERGY, LP BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT REQUIRE REGISTRATION UNDER SUCH ACT. PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS SUBJECT LISTED OR ADMITTED TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESTRADING.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested Unless otherwise authorized by a Class A Preferred Holderthe Board, the Class A Preferred Units Shares shall be evidenced uncertificated. If the Board authorizes the LLC to issue a certificate to each Member representing the Shares held by Certificates such Member, such certificates, if issued, shall be in such form and contain such legends, and shall be held subject to such conditions, as the Board of Directors may approve and, subject to determine including the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following formfollowing: “THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSSTATE. THESE SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGEDSOLD, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A AN EFFECTIVE REGISTRATION STATEMENT IN EFFECT WITH RESPECT COVERING SUCH SECURITIES UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR AN OPINION SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH MEMBER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS OF SHARES OR SERIES THEREOF AUTHORIZED TO BE ISSUED BY THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE COMPANY. THE SECURITIES UNDER SUCH ACT OR PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EXEMPTION FROM REGISTRATION THEREUNDER ANDTHE TERMS AND CONDITIONS (INCLUDING PROXIES, IN THE CASE VOTING AGREEMENTS AND RESTRICTIONS ON TRANSFER) OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015OPERATING AGREEMENT, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENTAMENDED FROM TIME TO TIME, BY AND BETWEEN AMONG THE PARTNERSHIP COMPANY AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASEITS MEMBERS, A COPY OF WHICH MAY BE OBTAINED FROM IS ON FILE WITH THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESSECRETARY OF THE COMPANY.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (ia) If requested by a Class A Preferred HolderNotwithstanding anything to the contrary herein, unless the Class A Preferred Units General Partner shall determine and authorize otherwise in respect of some or all of any classes of Partnership Interests, Partnership Interests shall not be evidenced by Certificates in such form as certificates and shall be recorded on the Board books and records of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, Partnership (including Exhibit A). Partnership Interests may be assigned or transferred evidenced by certificates in a manner identical to form approved by the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units General Partner (“Certificates”) but there shall be separately identified and no requirement that the Partnership issue Certificates to evidence Partnership Interests. If at any time the General Partner determines to issue any Certificates, such Certificates shall not on the face thereof bear the same CUSIP number as following legend reflecting the Certificates evidencing Common Units. (ii) The Certificate(s) representing restrictions on the Class A Preferred Units may be imprinted with Transfer of such securities: “TRANSFER IS SUBJECT TO RESTRICTIVE LEGEND ON THE BACK HEREOF” Such Certificate shall also bear a legend on the reverse side thereof substantially in substantially the following form: “THESE SECURITIES THE PARTNERSHIP INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR UNDER THE LAWS OF ANY STATE SECURITIES LAWS. THESE SECURITIES OR FOREIGN JURISDICTION, AND MAY NOT BE OFFERED OR SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES UNDER SUCH ACT OR PURSUANT TO UNLESS AN EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE (AND, IN THE CASE SUCH CASE, AN OPINION OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION COUNSEL REASONABLY SATISFACTORY TO IT THE GENERAL PARTNER SHALL HAVE BEEN DELIVERED TO THE PARTNERSHIP TO THE EFFECT THAT SUCH TRANSACTION DOES OFFER OR SALE IS NOT REQUIRE REGISTRATION REQUIRED TO BE REGISTERED UNDER SUCH THE SECURITIES ACT). THIS SECURITY IS THE PARTNERSHIP INTERESTS ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS SET FORTH IN (i) THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6OF [ ], 20152013, AS AMENDEDAMENDED FROM TIME TO TIME, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES. EACH PARTNERSHIP INTEREST SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND SHALL BE GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE (INCLUDING SECTION 8-102(A)(15) THEREOF) AS IN EFFECT FROM TIME TO TIME IN THE STATE OF DELAWARE, AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. NOTWITHSTANDING ANY PROVISION OF THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP TO THE CONTRARY, TO THE EXTENT THAT ANY PROVISION OF THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP IS INCONSISTENT WITH ANY NON-WAIVABLE PROVISION OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE (6 DEL. C. SECTION 8-101, ET SEQ.) (THE “UCC”), SUCH PROVISION OF ARTICLE 8 OF THE UCC SHALL CONTROL.” (iiib) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities ActIf Partnership Interests are certificated, upon receipt by the any Transfer of all or a portion of Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144Interests hereunder, the Partnership Transferor shall remove or cause to be removed the restrictive legend from surrender the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by Partnership Interests so Transferred to the Transfer Agent)Agent for cancellation. If a Certificate represents a greater portion of the Transferor’s Partnership Interests than that intended for Transfer, and upon surrender of such Certificate for cancellation the Transfer Agent shall issue to the Transferor a new Certificate which represents the Partnership Interests being retained by such Transferor. If Partnership Interests are certificated, the Transfer Agent shall bear all costs associated therewithissue to each Transferee who is Transferred Partnership Interests pursuant to this Agreement and who is admitted to the Partnership as a Partner in accordance with Article X, a Certificate evidencing the Partnership Interests held by such Transferee. Such Certificate shall indicate the Partnership Interests then owned by such Transferee and shall represent the Partnership Interests owned by such Transferee from time to time thereafter as set forth in the books and record of the Partnership, regardless of the Partnership Interests indicated in the Certificate. Upon receipt of written notice or other evidence reasonably satisfactory to the Partnership of the loss, theft, destruction or mutilation of any Certificate and, in the case of any such loss, theft or destruction upon receipt of the Partner’s unsecured indemnity agreement, or in the case of any other holder of a Certificate or Certificates, other indemnity reasonably satisfactory to the General Partner or in the case of any such mutilation upon surrender or cancellation of such Certificate, the Partnership will make and deliver a new Certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Certificate.

Certificates. (iA) If requested by a Class A Preferred HolderUnitholder, the Class A Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Unitsapprove. The Certificates certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number number, if any, as the Certificates certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6OF DECEMBER 28, 20152010, AS AMENDEDAMENDED OR RESTATED FROM TIME TO TIME, AND (ii) A THE CLASS A CONVERTIBLE PREFERRED UNIT PURCHASE AGREEMENT, DATED AS OF AUGUST 2, 2017, BY AND BETWEEN AMONG THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested Unless otherwise authorized by a Class A Preferred Holderthe Board, the Class A Preferred Units Shares shall be evidenced uncertificated. If the Board authorizes the LLC to issue a certificate to each Member representing the Shares held by Certificates such Member, such certificates, if issued, shall be in such form and contain such legends, and shall be held subject to such conditions, as the Board of Directors may approve and, subject to determine including the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following formfollowing: “THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE “ACT”) OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSSTATE. THESE SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGEDSOLD, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A AN EFFECTIVE REGISTRATION STATEMENT IN EFFECT WITH RESPECT COVERING SUCH SECURITIES UNDER THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR AN OPINION SATISFACTORY TO THE LLC THAT SUCH REGISTRATION IS NOT REQUIRED. THE LLC WILL FURNISH WITHOUT CHARGE TO EACH MEMBER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS OF SHARES OR SERIES THEREOF AUTHORIZED TO BE ISSUED BY THE LLC AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE LLC. THE SECURITIES UNDER SUCH ACT OR PURSUANT REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN EXEMPTION FROM REGISTRATION THEREUNDER ANDTHE TERMS AND CONDITIONS (INCLUDING PROXIES, IN THE CASE VOTING AGREEMENTS AND RESTRICTIONS ON TRANSFER) OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015AMENDED AND RESTATED OPERATING AGREEMENT, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENTAMENDED FROM TIME TO TIME, BY AND BETWEEN AMONG THE PARTNERSHIP LLC AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASEITS MEMBERS, A COPY OF WHICH MAY BE OBTAINED FROM IS ON FILE WITH THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESSECRETARY OF THE LLC.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested by a Class A Preferred Holder, the Class A Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the Board of Directors determines to assign the responsibility to another Person, the General Partner will act as the Transfer Agent for the Class A Preferred Units. The Certificates certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates certificates evidencing Common Units. (ii) The Certificate(scertificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS OF MARCH 62, 20152017, AS AMENDEDAMENDED OR RESTATED FROM TIME TO TIME, AND (ii) A THE CLASS A PREFERRED UNIT PURCHASE AGREEMENT, DATED AS OF FEBRUARY 22, 2017, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PURCHASER PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(scertificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested As long as this Agreement shall remain in full force and effect, there shall be inscribed upon each certificate of Common Stock held by a Class A Preferred Holder, the Class A Preferred Units shall be evidenced by Certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially Stockholder the following formlegend: “THESE THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR IN ANY WAY DISPOSED OF EXCEPT PURSUANT TO THE TERMS AND CONDITIONS OF A CERTAIN STOCKHOLDERS AGREEMENT DATED AS OF , 2005, AND ANY AMENDMENTS THERETO, AMONG ADVANCED MICRO DEVICES, INC., AMD INVESTMENTS, INC., FUJITSU LIMITED, FUJITSU MICROELECTRONICS HOLDING, INC. AND SPANSION INC., A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE CORPORATION. THE HOLDER IS SUBJECT TO THE OBLIGATIONS THEREIN SET FORTH AND ANY SUCH DISPOSITION IN VIOLATION OF SAID STOCKHOLDERS AGREEMENT SHALL BE NULL AND VOID. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THESE SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE SOLD, OFFERED FOR SALEASSIGNED, PLEDGED, HYPOTHECATED ENCUMBERED, TRANSFERRED, GRANTED AN OPTION WITH RESPECT TO OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF A SUCH REGISTRATION STATEMENT IN EFFECT WITH RESPECT OR DELIVERY TO THE SECURITIES UNDER CORPORATION OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION THAT SUCH ACT SALE OR PURSUANT TO AN EXEMPTION TRANSFER IS EXEMPT FROM REGISTRATION THEREUNDER AND, IN UNDER THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested As long as this Agreement shall remain in full force and effect, there shall be inscribed upon each certificate of Common Stock held by a Class A Preferred Holder, the Class A Preferred Units shall be evidenced by Certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially Stockholder the following formlegend: “THESE THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR IN ANY WAY DISPOSED OF EXCEPT PURSUANT TO THE TERMS AND CONDITIONS OF A CERTAIN STOCKHOLDERS AGREEMENT DATED AS OF DECEMBER 21, 2005, AND ANY AMENDMENTS THERETO, AMONG ADVANCED MICRO DEVICES, INC., AMD INVESTMENTS, INC., FUJITSU LIMITED AND SPANSION INC., A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE CORPORATION. THE HOLDER IS SUBJECT TO THE OBLIGATIONS THEREIN SET FORTH AND ANY SUCH DISPOSITION IN VIOLATION OF SAID STOCKHOLDERS AGREEMENT SHALL BE NULL AND VOID. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THESE SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE SOLD, OFFERED FOR SALEASSIGNED, PLEDGED, HYPOTHECATED ENCUMBERED, TRANSFERRED, GRANTED AN OPTION WITH RESPECT TO OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF A SUCH REGISTRATION STATEMENT IN EFFECT WITH RESPECT OR DELIVERY TO THE SECURITIES UNDER CORPORATION OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION THAT SUCH ACT SALE OR PURSUANT TO AN EXEMPTION TRANSFER IS EXEMPT FROM REGISTRATION THEREUNDER AND, IN UNDER THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class A Preferred Holder, the Class A The Series B Preferred Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of (i) any applicable legal, legal or regulatory requirements and (ii) any applicable contractual requirementsrequirements governing the transfer by a Series B Unitholder of Series B Preferred Units, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series B Preferred Units. The Certificates evidencing Class A Series B Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class A Series B Preferred Units may be imprinted with a legend in substantially the following form: “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF TENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF JANUARY 25, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE2019, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iiiC) In connection The Partnership and the Series B Unitholder agree to coordinate with a sale of Class A the Depository to qualify the Series B Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 for DTC eligibility, at the sole cost of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewithSeries B Unitholder.

Certificates. (i) If requested As long as this Agreement shall remain in full force and effect, there shall be inscribed upon each certificate of Common Stock held by a Class A Preferred Holder, the Class A Preferred Units shall be evidenced by Certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially Stockholder the following formlegend: “THESE THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED, HYPOTHECATED OR IN ANY WAY DISPOSED OF OR ENCUMBERED EXCEPT PURSUANT TO THE TERMS AND CONDITIONS OF A CERTAIN STOCKHOLDERS AGREEMENT DATED AS OF _____________, 1999, AND ANY AMENDMENTS THERETO, AMONG ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ INC., B&▇.▇▇▇ HOLDING CORP., ▇▇▇.▇▇ ONLINE, INC., ▇▇▇▇▇▇ & ▇▇▇▇▇, INC. AND BERTELSMANN AG, A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE COMPANY. THE HOLDER AND THE OWNER HEREOF IS SUBJECT TO THE OBLIGATIONS THEREIN SET FORTH AND CONTAINED AND ANY SUCH DISPOSITION OR ENCUMBRANCE IN VIOLATION OF SAID STOCKHOLDERS AGREEMENT SHALL BE NULL AND VOID. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THESE SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE SOLD, OFFERED FOR SALEASSIGNED, PLEDGED, HYPOTHECATED ENCUMBERED, TRANSFERRED, GRANTED AN OPTION WITH RESPECT TO OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF A SUCH REGISTRATION STATEMENT IN EFFECT WITH RESPECT OR DELIVERY TO THE SECURITIES UNDER COMPANY OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH ACT SALE OR PURSUANT TO AN EXEMPTION TRANSFER IS EXEMPT FROM REGISTRATION THEREUNDER AND, IN UNDER THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (ia) If requested by The Company shall provide each owner of membership interests in the Company a Class A Preferred Holder, the Class A Preferred Units shall be evidenced by Certificates certificate in such form as is approved by the Board Company and conforms with Applicable Law, certifying the membership interests owned by it. Further, for purposes of Directors may approve andproviding for transfer of, perfecting a lien or encumbrance in, and other relevant matters related to a membership interest, a membership interest will be deemed to be a “security” subject to the satisfaction rules set forth in Chapters 8 and 9 of the Texas Uniform Commercial Code and any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of similar Uniform Commercial Code provision adopted by any other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Unitsrelevant jurisdiction. (iib) The Certificate(s) representing In the Class A Preferred Units may absence of a more restrictive legend, all certificates evidencing membership interests will be imprinted stamped or typed in a conspicuous place with a legend in substantially the following formlegend: “THESE SECURITIES THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT REGISTRATION, THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT AT ANY TIME WHATSOEVER, EXCEPT ON DELIVERY TO THE SECURITIES UNDER SUCH ACT OR PURSUANT COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO AN EXEMPTION FROM THE COMPANY THAT REGISTRATION THEREUNDER ANDIS NOT REQUIRED FOR THE TRANSFER, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SUBMISSION TO THE COMPANY OF OTHER EVIDENCE SATISFACTORY TO IT THE COMPANY TO THE EFFECT THAT SUCH TRANSACTION DOES ANY TRANSFER WILL NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH BE IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP VIOLATION OF THE PARTNERSHIP, DATED AS MARCH 6, 2015SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATIONS PROMULGATED THEREUNDER. ANY SALE, TRANSFER, ASSIGNMENT, PLEDGE, ENCUMBRANCE OR DISPOSITION OF THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE OR ANY INTEREST THEREIN IS SUBJECT TO THE TERMS AND PROVISIONS OF THE COMPANY’S LIMITED LIABILITY COMPANY AGREEMENT (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH AS MAY BE OBTAINED AMENDED AND/OR RESTATED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESTIME TO TIME).” (iiic) In connection The Company may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the Person claiming the certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Company may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or its legal representative, to advertise the same in such manner as it will require and/or to give the Company a bond in such sum as it may direct as indemnity against any claim that may be made against the Company with respect to the certificate alleged to have been lost, stolen or destroyed. (d) Upon surrender to the Company or its transfer agent, if any, of a sale certificate representing membership interests duly endorsed or accompanied by proper evidence of Class A Preferred Units pursuant to an effective registration statement succession, assignation or transfer in reliance on Rule 144 accordance with this Agreement and of the rules payment of all taxes applicable to the transfer of said membership interest, the Company will be obligated to issue a new certificate to the Person entitled thereto, cancel the old certificate and regulations promulgated under record the Securities Acttransaction upon its books, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine provided, however, that the sale of the Class A Preferred Units is Company will not be so obligated unless such transfer was made in compliance with Rule 144the provisions of this Agreement and any applicable state and federal laws. (e) The Company will be entitled to recognize the exclusive right of a Person registered on its books as the owner of the indicated membership interests and will not be bound to recognize any equitable or other claim to or interest in such membership interests on the part of any Person other than such registered owner, the Partnership shall remove whether or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (not it will have express or the book-entry account maintained other notice thereof, except as otherwise provided by the Transfer Agent), and the Partnership shall bear all costs associated therewithlaw.

Certificates. (i) If requested In the sole discretion of the Manager, issued and outstanding Units may be evidenced by a Class A Preferred Holdercertificates. In addition to any other legend which the Company may deem advisable under the Securities Act, the Class A Preferred all certificates representing issued and outstanding Units shall be evidenced by Certificates in such form endorsed as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following formfollows: “THESE SECURITIES THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO NUMEROUS CONDITIONS AND RESTRICTIONS, INCLUDING RESTRICTIONS ON TRANSFER, AS SPECIFIED IN THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “LLC AGREEMENT”) OF EPE MANAGEMENT INVESTORS, LLC, A DELAWARE LIMITED LIABILITY COMPANY (THE “COMPANY”) AND MAY BE SUBJECT TO ONE OR MORE MANAGEMENT INCENTIVE UNIT AGREEMENTS, AS MAY BE AMENDED FROM TIME TO TIME BETWEEN THE COMPANY AND ONE OR MORE OF THE MEMBERS OF THE COMPANY. THE UNITS REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. THESE SECURITIES OF THE UNITED STATES OR ANY FOREIGN JURISDICTION, (B) MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO UNDER THE ACT, APPLICABLE STATE AND FOREIGN SECURITIES UNDER SUCH ACT LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION THEREUNDER ANDREQUIREMENTS OF THE ACT AND SUCH LAWS, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS AND (C) ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) AND ARE TRANSFERABLE ONLY UPON COMPLIANCE WITH THE AGREEMENT OF LIMITED PARTNERSHIP PROVISIONS OF THE PARTNERSHIPLLC AGREEMENT, [CERTAIN SECURED PROMISSORY NOTE AND PLEDGE AGREEMENTS] [bracketed language to be deleted if not applicable] AND THE STOCKHOLDERS AGREEMENT, DATED AS MARCH 6OF AUGUST 30, 20152013, BY AND AMONG EP ENERGY CORPORATION AND THE OTHER PARTIES THERETO, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENTRESTATED, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED SUPPLEMENTED OR MODIFIED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESTIME TO TIME.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested Units issued under this Agreement will be certificated in the form of certificate approved by a Class A Preferred Holderthe Board, and the Class A Preferred Company will issue to each Member such certificates specifying the number and type of Units shall be evidenced held by Certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common UnitsMember. (ii) The Certificate(s) representing Each certificate evidencing Units and each certificate issued in exchange for or upon the Class A Preferred transfer of any Units may and evidencing such Units shall be stamped or otherwise imprinted with a legend in substantially the following form: “THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A AN EFFECTIVE REGISTRATION STATEMENT IN EFFECT WITH RESPECT AS TO THE SECURITIES UNDER SUCH SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OPINION OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION COUNSEL REASONABLY SATISFACTORY TO IT THE COMPANY AND ITS COUNSEL THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION UNDER SUCH ACT. REQUIRED.” “THE SECURITIES REPRESENTED BY THIS SECURITY IS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE TRANSFER, OF AN AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, BEST REVIEWS LLC DATED AS MARCH OF FEBRUARY 6, 20152018, AS AMENDEDAMENDED FROM TIME TO TIME (THE “LLC AGREEMENT”), AND (ii) A CLASS A PREFERRED UNIT PURCHASE NONE OF SUCH SECURITIES, OR ANY INTEREST THEREIN, SHALL BE TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT AS PROVIDED IN THAT AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, . A COPY OF WHICH MAY THE LLC AGREEMENT IS ON FILE WITH THE SECRETARY OF THE COMPANY AND WILL, UPON WRITTEN REQUEST, BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESMADE AVAILABLE TO ANY PROPERLY INTERESTED PERSON WITHOUT CHARGE.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or All Unit certificates shall also bear all legends required by federal and state securities laws. The legends set forth in reliance on Rule 144 this Section 2.2(e) shall be removed at the expense of the rules and regulations promulgated Company at the request of a holder at any time when the provisions of this Section 2.2(e) cease to apply to such Units or such Units are registered under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class A Preferred Holder, the Class The Series A Preferred Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series A Preferred Units. The Certificates evidencing Class Series A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class Series A Preferred Units may be imprinted with a legend in substantially the following form: “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF APRIL 15, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE2013, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested by a Class A Preferred Holder, the Class A Preferred The Series B Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series B Units. The Certificates evidencing Class A Preferred Series B Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units or Series A Preferred Units. (ii) The Certificate(scertificate(s) representing the Class A Preferred Series B Units may shall be imprinted with a legend in substantially the following form: “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF AUGUST 9, 20152013, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class Series A Preferred HolderUnitholder, the Class Series A Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the Board of Directors determines to assign the responsibility to another Person, the General Partner will act as the transfer agent for the Series A Preferred Units. The Certificates Any certificates evidencing Class Series A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates any certificates evidencing Common Units. (iiB) The Certificate(sAny certificate(s) representing the Class Series A Preferred Units may be imprinted with a legend in substantially the following form: “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF NOVEMBER 15, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE2016, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class Series A Preferred HolderUnitholder, the Class Series A Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirementsrequirements or any other limitations set forth in this Section 5.11, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates Any certificates evidencing Class Series A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates any certificates evidencing Common Units. (iiB) The Certificate(sAny certificate(s) representing the Class Series A Preferred Units may be imprinted with a legend in substantially the following form: “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF FEBRUARY 2, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE2017, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a The Class A Preferred Holder, the Class A B Convertible Preferred Units shall be evidenced by Certificates in such a form as the Board of Directors may approve substantially similar to Exhibit B hereto and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the General Partner will act as the registrar and transfer agent for the Class B Convertible Preferred Units. The Certificates evidencing Class A B Convertible Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (iiB) The Certificate(s) representing the Class A B Convertible Preferred Units may be imprinted with a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND ARE SUBJECT TO THE TERMS OF THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CAPITAL PRODUCT PARTNERS L.P., AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF CAPITAL PRODUCT PARTNERS L.P. THAT THIS SECURITY MAY NOT BE SOLD, OFFERED FOR SALEOFFERED, PLEDGEDRESOLD, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED IN IF SUCH TRANSFER WOULD (A) VIOLATE THE ABSENCE THEN APPLICABLE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER OR (B) CAUSE CAPITAL PRODUCT PARTNERS L.P. TO BE TREATED AS AN ASSOCIATION TAXABLE AS A REGISTRATION STATEMENT IN EFFECT WITH RESPECT CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE SECURITIES UNDER SUCH ACT EXTENT NOT ALREADY SO TREATED OR PURSUANT TO TAXED). CAPITAL GP L.L.C., THE GENERAL PARTNER OF CAPITAL PRODUCT PARTNERS L.P., MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OPINION OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT COUNSEL THAT SUCH TRANSACTION DOES RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF CAPITAL PRODUCT PARTNERS L.P. BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT REQUIRE REGISTRATION UNDER SUCH ACTALREADY SO TREATED OR TAXED). THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS SUBJECT LISTED OR ADMITTED TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESTRADING.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class A Preferred Holder, the Class A The Series B Preferred Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of (i) any applicable legal, legal or regulatory requirements and (ii) any applicable contractual requirementsrequirements governing the transfer by a Series B Unitholder of Series B Preferred Units, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series B Preferred Units. The Certificates evidencing Class A Series B Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class A Series B Preferred Units may be imprinted with a legend in substantially the following form: “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF TENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASEOF [·], A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iiiC) In connection The Partnership and the Series B Unitholder agree to coordinate with a sale of Class A the Depository to qualify the Series B Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 for DTC eligibility, at the sole cost of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewithSeries B Unitholder.

Certificates. (iA) If requested by a Class A Preferred Holder, the Class The Series A Preferred Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series A Preferred Units. The Certificates evidencing Class Series A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class Series A Preferred Units may be imprinted with a legend in substantially the following form: “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF APRIL 12, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE2013, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class A Preferred Holder, the Class The Series A Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the General Partner will act as the registrar and transfer agent for the Series A Preferred Units. The Certificates certificates evidencing Class Series A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class Series A Preferred Units may be imprinted with a legend in substantially the following form: “THESE SECURITIES THE SERIES A PREFERRED UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES THE SERIES A PREFERRED UNITS REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED IN DISPOSED OF UNTIL THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT HOLDER THEREOF PROVIDES EVIDENCE SATISFACTORY TO ENERGY TRANSFER PARTNERS GP, L.P. (THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND“GENERAL PARTNER”) (WHICH, IN THE CASE DISCRETION OF A TRANSACTION EXEMPT FROM REGISTRATIONTHE GENERAL PARTNER, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO IT THE GENERAL PARTNER) THAT SUCH TRANSACTION DOES OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT REQUIRE REGISTRATION (A) VIOLATE APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF ENERGY TRANSFER PARTNERS, L.P. (THE “PARTNERSHIP”) UNDER SUCH ACTTHE LAWS OF THE STATE OF DELAWARE. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS SUBJECT LISTED OR ADMITTED TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH TRADING. THIS CERTIFICATE IS NOT REQUIRED TO BE PHYSICALLY SURRENDERED TO THE PARTNERSHIP IN (i) THE AGREEMENT EVENT THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE CONVERTED OR REDEEMED IN PART. AS A RESULT, FOLLOWING ANY CONVERSION OR REDEMPTION OF LIMITED PARTNERSHIP ANY PORTION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF UNITS INDICATED ON THIS CERTIFICATE. IF ANY SECURITIES ARE CONVERTED AS AFORESAID, THE HOLDER OF THIS CERTIFICATE MAY NOT TRANSFER ANY SECURITIES REPRESENTED BY THIS CERTIFICATE UNLESS AND UNTIL SUCH HOLDER FIRST PHYSICALLY SURRENDERS TO THE PARTNERSHIP. ALL CERTIFICATES REPRESENTING ANY SUCH SECURITIES WHICH HAVE PREVIOUSLY BEEN CONVERTED IN WHOLE OR IN PART, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN WHEREUPON THE PARTNERSHIP WILL FORTHWITH ISSUE AND DELIVER UPON THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY ORDER OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESSUCH HOLDER NEW CERTIFICATE(S) EVIDENCING SUCH SECURITIES THEN HELD BY SUCH HOLDER.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (ia) If requested by a Class A Preferred HolderNotwithstanding anything to the contrary herein, unless the Class A Preferred Units General Partner shall determine and authorize otherwise in respect of some or all of any classes of Partnership Interests, Partnership Interests shall not be evidenced by Certificates in such form as certificates and shall be recorded on the Board books and records of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, Partnership (including Exhibit A). Partnership Interests may be assigned or transferred evidenced by certificates in a manner identical to form approved by the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units General Partner (“Certificates”) but there shall be separately identified and no requirement that the Partnership issue Certificates to evidence Partnership Interests. If at any time the General Partner determines to issue any Certificates, such Certificates shall not on the face thereof bear the same CUSIP number as following legend reflecting the Certificates evidencing Common Units. (ii) The Certificate(s) representing restrictions on the Class A Preferred Units may be imprinted with Transfer of such securities: “TRANSFER IS SUBJECT TO RESTRICTIVE LEGEND ON THE BACK HEREOF” Such Certificate shall also bear a legend on the reverse side thereof substantially in substantially the following form: “THESE SECURITIES THE PARTNERSHIP INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR UNDER THE LAWS OF ANY STATE SECURITIES LAWS. THESE SECURITIES OR FOREIGN JURISDICTION, AND MAY NOT BE OFFERED OR SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES UNDER SUCH ACT OR PURSUANT TO UNLESS AN EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE (AND, IN THE CASE SUCH CASE, AN OPINION OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION COUNSEL REASONABLY SATISFACTORY TO IT THE GENERAL PARTNER SHALL HAVE BEEN DELIVERED TO THE PARTNERSHIP TO THE EFFECT THAT SUCH TRANSACTION DOES OFFER OR SALE IS NOT REQUIRE REGISTRATION REQUIRED TO BE REGISTERED UNDER SUCH THE SECURITIES ACT). THIS SECURITY IS THE PARTNERSHIP INTERESTS ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS SET FORTH IN (i) THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6OF FEBRUARY 14, 20152013, AS AMENDEDAMENDED FROM TIME TO TIME, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES. EACH PARTNERSHIP INTEREST SHALL CONSTITUTE A “SECURITY” WITHIN THE MEANING OF, AND SHALL BE GOVERNED BY, (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE (INCLUDING SECTION 8-102(A)(15) THEREOF) AS IN EFFECT FROM TIME TO TIME IN THE STATE OF DELAWARE, AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. NOTWITHSTANDING ANY PROVISION OF THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP TO THE CONTRARY, TO THE EXTENT THAT ANY PROVISION OF THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP IS INCONSISTENT WITH ANY NON-WAIVABLE PROVISION OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE (6 DEL. C. SECTION 8-101, ET SEQ.) (THE “UCC”), SUCH PROVISION OF ARTICLE 8 OF THE UCC SHALL CONTROL.” (iiib) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities ActIf Partnership Interests are certificated, upon receipt by the any Transfer of all or a portion of Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144Interests hereunder, the Partnership Transferor shall remove or cause to be removed the restrictive legend from surrender the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by Partnership Interests so Transferred to the Transfer Agent)Agent for cancellation. If a Certificate represents a greater portion of the Transferor’s Partnership Interests than that intended for Transfer, and upon surrender of such Certificate for cancellation the Transfer Agent shall issue to the Transferor a new Certificate which represents the Partnership Interests being retained by such Transferor. If Partnership Interests are certificated, the Transfer Agent shall bear all costs associated therewithissue to each Transferee who is Transferred Partnership Interests pursuant to this Agreement and who is admitted to the Partnership as a Partner in accordance with Article X, a Certificate evidencing the Partnership Interests held by such Transferee. Such Certificate shall indicate the Partnership Interests then owned by such Transferee and shall represent the Partnership Interests owned by such Transferee from time to time thereafter as set forth in the books and records of the Partnership, regardless of the Partnership Interests indicated in the Certificate. Upon receipt of written notice or other evidence reasonably satisfactory to the Partnership of the loss, theft, destruction or mutilation of any Certificate and, in the case of any such loss, theft or destruction upon receipt of the Partner’s unsecured indemnity agreement, or in the case of any other holder of a Certificate or Certificates, other indemnity reasonably satisfactory to the General Partner or in the case of any such mutilation upon surrender or cancellation of such Certificate, the Partnership will make and deliver a new Certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Certificate.

Certificates. (i) If requested by a Class A Preferred Holder, the Class A Preferred The Series B Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series B Units. The Certificates evidencing Class A Preferred Series B Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units or Series A Preferred Units. (ii) The Certificate(scertificate(s) representing the Class A Preferred Series B Units may shall be imprinted with a legend in substantially the following form: form (but, if outstanding as of the date of this Agreement, may refer to the Fourth A/R Partnership Agreement or Fifth A/R Partnership Agreement): “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF [•], 20152017, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class A Preferred Holder, the Class The Series A Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the General Partner will act as the registrar and transfer agent for the Series A Preferred Units. The Certificates certificates evidencing Class Series A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class Series A Preferred Units may be imprinted with a legend in substantially the following form: form (in addition to the legend required pursuant to Section 4.7(e)): “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND ARE SUBJECT TO THE TERMS OF THE THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ENERGY TRANSFER EQUITY, L.P., AS AMENDED. THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF ENERGY TRANSFER EQUITY, OR ANY STATE SECURITIES LAWS. THESE SECURITIES L.P. THAT THIS SECURITY MAY NOT BE SOLD, OFFERED FOR SALEOFFERED, PLEDGEDRESOLD, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED IN IF SUCH TRANSFER WOULD (A) VIOLATE THE ABSENCE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF ENERGY TRANSFER EQUITY, L.P. UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE ENERGY TRANSFER EQUITY, L.P. TO BE TREATED AS AN ASSOCIATION TAXABLE AS A REGISTRATION STATEMENT IN EFFECT WITH RESPECT CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE SECURITIES UNDER SUCH ACT EXTENT NOT ALREADY SO TREATED OR PURSUANT TO TAXED). LE GP, LLC, THE GENERAL PARTNER OF ENERGY TRANSFER EQUITY, L.P., MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OPINION OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT COUNSEL THAT SUCH TRANSACTION DOES RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF ENERGY TRANSFER EQUITY, L.P. BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT REQUIRE REGISTRATION UNDER SUCH ACT. PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS SUBJECT LISTED OR ADMITTED TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESTRADING.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class A Preferred Holder, the Class A The Series B Preferred Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of (i) any applicable legal, legal or regulatory requirements and (ii) any applicable contractual requirementsrequirements governing the transfer by a Series B Unitholder of Series B Preferred Units, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series B Preferred Units. The Certificates evidencing Class A Series B Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class A Series B Preferred Units may be imprinted with a legend in substantially the following form: “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF EIGHTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF [·], 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE201[·], A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class Series A Preferred HolderUnitholder, the Class Series A Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirementsrequirements or any other limitations set forth in this Section 5.11, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates Any certificates evidencing Class Series A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates any certificates evidencing Common Units. (iiB) The Certificate(sAny certificate(s) representing the Class Series A Preferred Units may be imprinted with a legend in substantially the following form: “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF [•], 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE2017, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class A Preferred Holder, the Class A The Series C Preferred Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series C Preferred Units. The Certificates evidencing Class A Series C Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class A Series C Preferred Units may be imprinted with a legend in substantially the following form: “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF APRIL 25, 20152016, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, Active 344679592 A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested by a The Common Units – Class A Preferred Holder, the Class A Preferred Units B shall be evidenced by Certificates certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. ; unless and until the General Partner determines to assign the responsibility to another Person, the General Partner will act as the registrar and transfer agent for the Common Units – Class B. The Certificates certificates evidencing Common Units – Class A Preferred Units B shall be separately identified and shall not bear the same CUSIP number as the Certificates certificates evidencing Common Units.Units – Class A. (ii) The Certificate(scertificate(s) representing the Common Units – Class A Preferred Units B may be imprinted with a legend in substantially the following form: “THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE . THE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED HYPOTHECATED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A AN EFFECTIVE REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO FOR THE SECURITIES UNDER SUCH THE SECURITIES ACT OF 1933 (AS AMENDED, OR PURSUANT APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER) OR AN OPINION OF COUNSEL SATISFACTORY TO AN EXEMPTION FROM THE PARTNERSHIP’S COUNSEL THAT REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 IS NOT REQUIRED UNDER SUCH SAID ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SUBMISSION TO THE PARTNERSHIP’S COUNSEL OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND TO THE UNIT PURCHASERS PARTY THERETO, EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN EACH CASE, A COPY VIOLATION OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESSAID ACT OF 1933.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested by a Class Series A Preferred Holder, the Class Series A Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the Board of Directors determines to assign the responsibility to another Person, the General Partner will act as the Transfer Agent for the Series A Preferred Units. The Certificates certificates evidencing Class Series A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates certificates evidencing Common Units. (ii) The Certificate(scertificate(s) representing the Class Series A Preferred Units may be imprinted with a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6OF MAY 14, 20152013, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT THE SECURITIES PURCHASE AGREEMENT, DATED AS OF AUGUST 8, 2016, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETOSERIES A PURCHASER, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class Series A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class Series A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(scertificate(s) representing such Class Series A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. At the Effective Time, each Shareholder shall deliver to Delphi the certificates (the "Certificates") representing Company Capital Stock, accompanied by blank stock powers duly executed by such Shareholder and with all necessary transfer tax and other revenue stamps, acquired at such Shareholder's expense, affixed and canceled, and the Certificate so surrendered shall forthwith be canceled. Each Shareholder shall promptly cure any deficiencies with respect to the stock powers accompanying the Certificates representing such Shareholder's shares of Company Capital Stock. Until delivered as contemplated by this Section 3.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive (i) If requested by a Class A Preferred Holdercertificate representing that number of whole shares of Delphi Common Stock, if any, constituting Stock Merger Consideration to which the Class A Preferred Units shall be evidenced by Certificates in such form as the Board of Directors may approve and, subject holder thereof is entitled pursuant to the satisfaction of any applicable legal, regulatory this Article III and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) without interest, the amount of cash and notes of Delphi constituting Non-Stock Merger Consideration to which such holder is entitled to pursuant to this Article III. The Certificate(s) representing Delphi Common Stock to be distributed as Stock Merger Consideration and the Class A Preferred Units may notes of Delphi to be distributed as the Note Consideration will be stamped or imprinted with a legend in substantially the following form: “THESE "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. THESE SECURITIES STATE, AND MAY NOT BE DISTRIBUTED, SOLD, OFFERED FOR SALETRANSFERRED, PLEDGEDASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED OFFERED UNLESS THERE IS IN THE ABSENCE OF EFFECT A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER AND LAWS COVERING SUCH ACT SECURITIES OR THE ISSUER HAS RECEIVED DOCUMENTATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO IT THE ISSUER OR A NO-ACTION LETTER FROM THE COMMISSION INDICATING THAT SUCH TRANSACTION DOES NOT REQUIRE DISTRIBUTION, SALE, TRANSFER, ASSIGNMENT, HYPOTHECATION OR OFFER IS EXEMPT FROM THE REGISTRATION UNDER AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACTACT AND LAWS. "THE SECURITIES EVIDENCED BY THIS SECURITY IS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH RESALE CONTAINED IN (i) THE THAT CERTAIN AGREEMENT AND PLAN OF LIMITED PARTNERSHIP OF THE PARTNERSHIPMERGER, DATED AS MARCH 6OF JUNE 11, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE1998, A COPY OF WHICH MAY BE OBTAINED IS AVAILABLE FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESSECRETARY OF THE ISSUER.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith."

Certificates. (i) If requested by a Class A B Preferred Holder, the Class A B Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors may approve andapprove; unless and until the Board of Directors determines to assign the responsibility to another Person, subject to ▇▇▇▇▇ Fargo Shareowner Services will act as the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to Class B Transfer Agent for the assignment and transfer of other Class B Preferred Units. The Certificates certificates evidencing Class A B Preferred Units shall be separately identified and shall not bear the same CUSIP number number, if any, as the Certificates certificates evidencing Common Units. (ii) The Certificate(scertificate(s) representing the Class A B Preferred Units may be imprinted with a legend in substantially the following form: : (iii) “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6OF DECEMBER 20, 20152011, AS AMENDEDAMENDED OR RESTATED FROM TIME TO TIME, AND (ii) A THE CLASS A B CONVERTIBLE PREFERRED UNIT PURCHASE AGREEMENT, DATED AS OF JANUARY 23, 2018, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT CLASS B PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iiiiv) In connection with a sale of Class A B Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A B Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(scertificate(s) representing such Class A B Preferred Units (or the book-entry account maintained by the Class B Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class A Preferred Holder, the Class The Series A Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the General Partner will act as the registrar and transfer agent for the Series A Preferred Units. The Certificates certificates evidencing Class Series A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class Series A Preferred Units may be imprinted with a legend in substantially the following form: form (in addition to the legend required pursuant to Section 4.8(e)): “THESE SECURITIES THE SERIES A PREFERRED UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES THE SERIES A PREFERRED UNITS REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED IN DISPOSED OF UNTIL THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT HOLDER THEREOF PROVIDES EVIDENCE SATISFACTORY TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER ANDGENERAL PARTNER (WHICH, IN THE CASE DISCRETION OF A TRANSACTION EXEMPT FROM REGISTRATIONTHE GENERAL PARTNER, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO IT THE GENERAL PARTNER) THAT SUCH TRANSACTION DOES OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT REQUIRE REGISTRATION UNDER SUCH ACTVIOLATE APPLICABLE FEDERAL OR STATE SECURITIES LAWS. THIS SECURITY CERTIFICATE IS SUBJECT NOT REQUIRED TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH BE PHYSICALLY SURRENDERED TO THE PARTNERSHIP IN (i) THE AGREEMENT EVENT THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE CONVERTED OR REDEEMED IN PART. AS A RESULT, FOLLOWING ANY CONVERSION OR REDEMPTION OF LIMITED PARTNERSHIP ANY PORTION OF THE PARTNERSHIPSECURITIES REPRESENTED BY THIS CERTIFICATE, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, THE SECURITIES REPRESENTED BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH THIS CERTIFICATE MAY BE OBTAINED FROM LESS THAN THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESNUMBER OF UNITS INDICATED ON THIS CERTIFICATE. IF ANY SECURITIES ARE CONVERTED AS AFORESAID, THE HOLDER OF THIS CERTIFICATE MAY NOT TRANSFER ANY SECURITIES REPRESENTED BY THIS CERTIFICATE UNLESS AND UNTIL SUCH HOLDER FIRST PHYSICALLY SURRENDERS TO REGENCY ENERGY PARTNERS LP ALL CERTIFICATES REPRESENTING ANY SUCH SECURITIES WHICH HAVE PREVIOUSLY BEEN CONVERTED IN WHOLE OR IN PART, WHEREUPON REGENCY ENERGY PARTNERS LP WILL FORTHWITH ISSUE AND DELIVER UPON THE ORDER OF SUCH HOLDER NEW CERTIFICATE(S) EVIDENCING SUCH SECURITIES THEN HELD BY SUCH HOLDER.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class A Preferred Holder, the Class The Series A Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the General Partner will act as the registrar and transfer agent for the Series A Preferred Units. The Certificates certificates evidencing Class Series A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class Series A Preferred Units may be imprinted with a legend in substantially the following form: “THESE SECURITIES THE SERIES A PREFERRED UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES THE SERIES A PREFERRED UNITS REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED IN DISPOSED OF UNTIL THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT HOLDER THEREOF PROVIDES EVIDENCE SATISFACTORY TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER ANDGENERAL PARTNER (WHICH, IN THE CASE DISCRETION OF A TRANSACTION EXEMPT FROM REGISTRATIONTHE GENERAL PARTNER, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION MAY INCLUDE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THE GENERAL PARTNER) THAT SUCH TRANSACTION DOES OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT REQUIRE REGISTRATION UNDER SUCH ACTVIOLATE APPLICABLE FEDERAL OR STATE SECURITIES LAWS. THIS SECURITY CERTIFICATE IS SUBJECT NOT REQUIRED TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH BE PHYSICALLY SURRENDERED TO THE PARTNERSHIP IN (i) THE AGREEMENT EVENT THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE CONVERTED IN PART. AS A RESULT, FOLLOWING ANY CONVERSION OF LIMITED PARTNERSHIP ANY PORTION OF THE PARTNERSHIPSECURITIES REPRESENTED BY THIS CERTIFICATE, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, THE SECURITIES REPRESENTED BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH THIS CERTIFICATE MAY BE OBTAINED FROM LESS THAN THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESNUMBER OF UNITS INDICATED ON THIS CERTIFICATE. IF ANY SECURITIES ARE CONVERTED AS AFORESAID, THE HOLDER OF THIS CERTIFICATE MAY NOT TRANSFER ANY SECURITIES REPRESENTED BY THIS CERTIFICATE UNLESS AND UNTIL SUCH HOLDER FIRST PHYSICALLY SURRENDERS TO CROSSTEX ENERGY, L.P. ALL CERTIFICATES REPRESENTING ANY SUCH SECURITIES WHICH HAVE PREVIOUSLY BEEN CONVERTED IN WHOLE OR IN PART, WHEREUPON CROSSTEX ENERGY, L.P. WILL FORTHWITH ISSUE AND DELIVER UPON THE ORDER OF SUCH HOLDER NEW CERTIFICATE(S) EVIDENCING SUCH SECURITIES THEN HELD BY SUCH HOLDER.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class Series A Preferred HolderUnitholder, the Class Series A Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the Board of Directors determines to assign the responsibility to another Person, the General Partner will act as the transfer agent for the Series A Preferred Units. The Certificates Any certificates evidencing Class Series A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates any certificates evidencing Common Units. (iiB) The Certificate(sAny certificate(s) representing the Class Series A Preferred Units may be imprinted with a legend in substantially the following form: “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF [•], 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE2016, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iThe Restricted Shares are issued to Participant in reliance on the exemption from registration provided in Section 4(2) If requested by a Class A Preferred Holder, of the Class A Preferred Units 1933 Act and Regulation D promulgated thereunder. The Restricted Shares shall be evidenced by Certificates issued in such form the name of Participant or a nominee of Participant as of the Board Date of Directors may approve and, subject Grant. One or more certificates representing the Restricted Shares shall bear a legend substantially similar to the satisfaction of any applicable legalfollowing, regulatory and contractual requirements, stop transfer instructions may be assigned or transferred in a manner identical given to the assignment and transfer of other Unitsagent for the Company's Stock that are consistent with such legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND SUBJECT TO CERTAIN CONDITIONS UNDER THE AMCON DISTRIBUTING COMPANY 2007 OMNIBUS INCENTIVE PLAN AND THE APPLICABLE RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO WHICH THE SHARES WERE ISSUED. The Certificates evidencing Class THESE SHARES ARE SUBJECT TO A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following form: “RISK OF FORFEITURE AND CANNOT BE SOLD, DONATED, TRANSFERRED OR IN ANY OTHER MANNER ENCUMBERED EXCEPT IN ACCORDANCE WITH THE TERMS OF SUCH PLAN AND AGREEMENT, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF AMCON DISTRIBUTING COMPANY. IN ADDITION, THESE SECURITIES SHARES HAVE BEEN ISSUED ON -------, 20-- PURSUANT TO THE AMCON DISTRIBUTING COMPANY 2007 OMNIBUS INCENTIVE PLAN AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A AN EFFECTIVE REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO UNDER THE ACT AND APPLICABLE STATE SECURITIES UNDER SUCH ACT LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESTHEREUNDER.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class A Preferred Holder, the Class The Series A Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series A Preferred Units. The Certificates certificates evidencing Class Series A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class Series A Preferred Units may be imprinted with a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF SEPTEMBER 10, 20152010, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT THE SECURITIES PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 1, 2010, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PURCHASER PARTY THERETO, IN EACH CASE, CASE A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii” THIS CERTIFICATE IS NOT REQUIRED TO BE PHYSICALLY SURRENDERED TO THE PARTNERSHIP IN THE EVENT THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE CONVERTED IN PART. AS A RESULT, FOLLOWING ANY CONVERSION OF ANY PORTION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF UNITS INDICATED ON THIS CERTIFICATE. IF ANY SECURITIES ARE CONVERTED AS AFORESAID, THE HOLDER OF THIS CERTIFICATE MAY NOT TRANSFER ANY SECURITIES REPRESENTED BY THIS CERTIFICATE UNLESS AND UNTIL SUCH HOLDER FIRST PHYSICALLY SURRENDERS TO K-SEA TRANSPORTATION PARTNERS L.P. ALL CERTIFICATES REPRESENTING ANY SUCH SECURITIES WHICH HAVE PREVIOUSLY BEEN CONVERTED IN WHOLE OR IN PART, WHEREUPON K-SEA TRANSPORTATION PARTNERS L.P. WILL FORTHWITH ISSUE AND DELIVER UPON THE ORDER OF SUCH HOLDER NEW CERTIFICATE(S) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewithEVIDENCING SUCH SECURITIES THEN HELD BY SUCH HOLDER.

Certificates. (i) If requested by a Class A B Preferred Holder, the Class A B Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors may approve andapprove; unless and until the Board of Directors determines to assign the responsibility to another Person, subject to ▇▇▇▇▇ Fargo Shareowner Services will act as the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to Class B Transfer Agent for the assignment and transfer of other Class B Preferred Units. The Certificates certificates evidencing Class A B Preferred Units shall be separately identified and shall not bear the same CUSIP number number, if any, as the Certificates certificates evidencing Common Units. (ii) The Certificate(scertificate(s) representing the Class A B Preferred Units may be imprinted with a legend in substantially the following form: : (iii) “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6OF DECEMBER 20, 20152011, AS AMENDEDAMENDED OR RESTATED FROM TIME TO TIME, AND (ii) A THE CLASS A B CONVERTIBLE PREFERRED UNIT PURCHASE AGREEMENT, BY DATED AS ▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇ AND BETWEEN THE PARTNERSHIP AND THE UNIT CLASS B PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iiiiv) In connection with a sale of Class A B Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A B Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(scertificate(s) representing such Class A B Preferred Units (or the book-entry account maintained by the Class B Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (ia) If requested by The Company shall provide each owner of membership interests in the Company a Class A Preferred Holder, the Class A Preferred Units shall be evidenced by Certificates certificate in such form as is approved by the Board Company and conforms with applicable law, certifying the membership interests owned by it. Further, for purposes of Directors may approve andproviding for transfer of, perfecting a lien or encumbrance in, and other relevant matters related to a membership interest, a membership interest will be deemed to be a “security” subject to the satisfaction rules set forth in Chapters 8 and 9 of the Texas Uniform Commercial Code and any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of similar Uniform Commercial Code provision adopted by any other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Unitsrelevant jurisdiction. (iib) The Certificate(s) representing In the Class A Preferred Units may absence of a more restrictive legend, all certificates evidencing membership interests will be imprinted stamped or typed in a conspicuous place with a legend in substantially the following formlegend: “THESE SECURITIES THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT REGISTRATION, THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT AT ANY TIME WHATSOEVER, EXCEPT ON DELIVERY TO THE SECURITIES UNDER SUCH ACT OR PURSUANT COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO AN EXEMPTION FROM THE COMPANY THAT REGISTRATION THEREUNDER ANDIS NOT REQUIRED FOR THE TRANSFER, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SUBMISSION TO THE COMPANY OF OTHER EVIDENCE SATISFACTORY TO IT THE COMPANY TO THE EFFECT THAT SUCH TRANSACTION DOES ANY TRANSFER WILL NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH BE IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP VIOLATION OF THE PARTNERSHIP, DATED AS MARCH 6, 2015SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATIONS PROMULGATED THEREUNDER. ANY SALE, TRANSFER, ASSIGNMENT, PLEDGE, ENCUMBRANCE OR DISPOSITION OF THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE OR ANY INTEREST THEREIN IS SUBJECT TO THE TERMS AND PROVISIONS OF THE COMPANY’S LIMITED LIABILITY COMPANY AGREEMENT (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH AS MAY BE OBTAINED AMENDED AND/OR RESTATED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESTIME TO TIME).” (iiic) In connection The Company may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the Person claiming the certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Company may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or its legal representative, to advertise the same in such manner as it will require and/or to give the Company a bond in such sum as it may direct as indemnity against any claim that may be made against the Company with respect to the certificate alleged to have been lost, stolen or destroyed. (d) Upon surrender to the Company or its transfer agent, if any, of a sale certificate representing membership interests duly endorsed or accompanied by proper evidence of Class A Preferred Units pursuant to an effective registration statement succession, assignation or transfer in reliance on Rule 144 accordance with this Agreement and of the rules payment of all taxes applicable to the transfer of said membership interest, the Company will be obligated to issue a new certificate to the Person entitled thereto, cancel the old certificate and regulations promulgated under record the Securities Acttransaction upon its books, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine provided, however, that the sale of the Class A Preferred Units is Company will not be so obligated unless such transfer was made in compliance with Rule 144the provisions of this Agreement and any applicable state and federal laws. (e) The Company will be entitled to recognize the exclusive right of a Person registered on its books as the owner of the indicated membership interests and will not be bound to recognize any equitable or other claim to or interest in such membership interests on the part of any Person other than such registered owner, the Partnership shall remove whether or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (not it will have express or the book-entry account maintained other notice thereof, except as otherwise provided by the Transfer Agent), and the Partnership shall bear all costs associated therewithlaw.

Certificates. (ia) If requested by The Company shall provide each owner of membership interests in the Company a Class A Preferred Holder, the Class A Preferred Units shall be evidenced by Certificates certificate in such form as is approved by the Board Company and conforms with applicable law, certifying the membership interests owned by it. Further, for purposes of Directors may approve andproviding for transfer of, perfecting a lien or encumbrance in, and other relevant matters related to a membership interest, a membership interest will be deemed to be a “security” subject to the satisfaction rules set forth in Chapters 8 and 9 of the Texas Uniform Commercial Code and any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of similar Uniform Commercial Code provision adopted by any other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Unitsrelevant jurisdiction. (iib) The Certificate(s) representing In the Class A Preferred Units may absence of a more restrictive legend, all certificates evidencing membership interests will be imprinted stamped or typed in a conspicuous place with a legend in substantially the following formlegend: “THESE SECURITIES THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT REGISTRATION, THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT AT ANY TIME WHATSOEVER, EXCEPT ON DELIVERY TO THE SECURITIES UNDER SUCH ACT OR PURSUANT COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO AN EXEMPTION FROM THE COMPANY THAT REGISTRATION THEREUNDER ANDIS NOT REQUIRED FOR THE TRANSFER, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SUBMISSION TO THE COMPANY OF OTHER EVIDENCE SATISFACTORY TO IT THE COMPANY TO THE EFFECT THAT SUCH TRANSACTION DOES ANY TRANSFER WILL NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH BE IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP VIOLATION OF THE PARTNERSHIP, DATED AS MARCH 6, 2015SECURITIES ACT OF 1933, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENTAPPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATIONS PROMULGATED THEREUNDER. ANY SALE, TRANSFER, ASSIGNMENT, PLEDGE, ENCUMBRANCE OR DISPOSITION OF THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE OR ANY INTEREST THEREIN IS SUBJECT TO THE TERMS AND BETWEEN PROVISIONS OF THE PARTNERSHIP AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE UNIT PURCHASERS PARTY THERETOCOMPANY DATED AS OF MARCH 25, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES2014.” (iiic) In connection The Company may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the Person claiming the certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Company may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or its legal representative, to advertise the same in such manner as it will require and/or to give the Company a bond in such sum as it may direct as indemnity against any claim that may be made against the Company with respect to the certificate alleged to have been lost, stolen or destroyed. (d) Upon surrender to the Company or its transfer agent, if any, of a sale certificate representing membership interests duly endorsed or accompanied by proper evidence of Class A Preferred Units pursuant to an effective registration statement succession, assignation or transfer in reliance on Rule 144 accordance with this Agreement and of the rules payment of all taxes applicable to the transfer of said membership interest, the Company will be obligated to issue a new certificate to the Person entitled thereto, cancel the old certificate and regulations promulgated under record the Securities Acttransaction upon its books, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine provided, however, that the sale of the Class A Preferred Units is Company will not be so obligated unless such transfer was made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), provisions of this Agreement and the Partnership shall bear all costs associated therewithany applicable state and federal laws.

Certificates. (i) If requested by a Class A Preferred HolderUpon the determination of the Board, the Class A Preferred Units shall be evidenced by Certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory issued and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred outstanding Units may be imprinted with a legend in substantially represented by certificates. Each such certificate shall bear the following formlegend: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO, AND MAY NOT BE TRANSFERRED, SOLD, PLEDGED, ENCUMBERED, HYPOTHECATED OTHERWISE DISPOSED OF (“THESE SECURITIES HAVE NOT BEEN REGISTERED TRANSFERRED”) WITHOUT COMPLYING WITH, THE PROVISIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF DECEMBER 31, 1998 BY AND AMONG THE MEMBERS OF THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE COMPANY. IN ADDITION TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SUCH AGREEMENT, NO TRANSFER OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER (THE “ACT”) AND ALL APPLICABLE STATE SECURITIES LAWS. LAWS OR (B) IF SUCH TRANSFER IS EXEMPT FROM THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN PROVISIONS OF THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN IF REQUIRED BY THE CASE COMPANY, THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR COUNSEL FOR THE ISSUER HAS RECEIVED DOCUMENTATION HOLDER OF THE UNITS REPRESENTED BY THIS 57145 -13- CERTIFICATE. WHICH OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO IT THE COMPANY, TO THE EFFECT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THE PROVISIONS OF CLAUSE (A) OR (B) ABOVE HAVE BEEN SATISFIED AND THAT THE HOLDER OF THIS SECURITY IS SUBJECT CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP BE BOUND BY ALL OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE PROVISIONS OF THE AFORESAID AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class A Preferred Holder, the Class The Series A Preferred Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series A Preferred Units. The Certificates evidencing Class Series A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class Series A Preferred Units may be imprinted with a legend in substantially the following form: form (but, if outstanding as of the date of this Agreement, may refer to the Fourth A/R Partnership Agreement): “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF APRIL 25, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE2016, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested by a Class A B Preferred Holder, the Class A B Preferred Units shall be evidenced by Certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A B Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A B Preferred Units may be imprinted with a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6OF SEPTEMBER [___], 2015, AS AMENDED, AND (ii) A THE CLASS A B PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A B Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A B Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A B Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested by a Class A Preferred Holder, the Class A. The Series A Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the General Partner will act as the registrar and transfer agent for the Series A Preferred Units. The Certificates certificates evidencing Class Series A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates certificates evidencing Common Units. (ii) B. The Certificate(scertificate(s) representing the Class Series A Preferred Units may be imprinted with a legend in substantially the following form: form (in addition to the legend required pursuant to Section 4.7(e)): “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND ARE SUBJECT TO THE TERMS OF THE FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ENERGY TRANSFER EQUITY, L.P., AS AMENDED. THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF ENERGY TRANSFER EQUITY, OR ANY STATE SECURITIES LAWS. THESE SECURITIES L.P. THAT THIS SECURITY MAY NOT BE SOLD, OFFERED FOR SALEOFFERED, PLEDGEDRESOLD, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED IN IF SUCH TRANSFER WOULD (A) VIOLATE THE ABSENCE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF ENERGY TRANSFER EQUITY, L.P. UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE ENERGY TRANSFER EQUITY, L.P. TO BE TREATED AS AN ASSOCIATION TAXABLE AS A REGISTRATION STATEMENT IN EFFECT WITH RESPECT CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE SECURITIES UNDER SUCH ACT EXTENT NOT ALREADY SO TREATED OR PURSUANT TO TAXED). LE GP, LLC, THE GENERAL PARTNER OF ENERGY TRANSFER EQUITY, L.P., MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OPINION OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT COUNSEL THAT SUCH TRANSACTION DOES RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF ENERGY TRANSFER EQUITY, L.P. BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT REQUIRE REGISTRATION UNDER SUCH ACT. PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS SUBJECT LISTED OR ADMITTED TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESTRADING.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested by a Class A Preferred Holder, the Class A Preferred The Series B Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series B Units. The Certificates evidencing Class A Preferred Series B Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units or Series A Preferred Units. (ii) The Certificate(scertificate(s) representing the Class A Preferred Series B Units may shall be imprinted with a legend in substantially the following form: form (but, if outstanding as of the date of this Agreement, may refer to the Fourth A/R Partnership Agreement or Fifth A/R Partnership Agreement): “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF [●], 20152017, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class A Preferred Holder, the Class A The Series E Preferred Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series E Preferred Units. The Certificates evidencing Class A Series E Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class A Series E Preferred Units may be imprinted with a legend in substantially the following form: “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF [•], 20152017, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.”” viii. Conversion. (iiiA) In connection with a sale At the Option of Class A the Series E Unitholder or the Partnership. At any time after the second anniversary of the Series E Issuance Date, subject to any applicable limitations in the New Credit Agreement, the Series E Preferred Units shall be convertible, in whole or in part, upon the request of the Series E Unitholder into a number of Common Units determined by multiplying the number of Series E Preferred Units to be converted by the Series E Conversion Rate. At any time after the Series E Optional Conversion Start Date, subject to any applicable limitations in the New Credit Agreement, the Series E Preferred Units shall be convertible, in whole or in part, at the election of the Partnership into a number of Common Units determined by multiplying the number of Series E Preferred Units to be converted by the Series E Conversion Rate. Immediately upon any conversion of Series E Preferred Units, all rights of the Series E Converting Unitholder in respect thereof shall cease, including, without limitation, any accrual of distributions, and such Series E Converting Unitholder shall be treated for all purposes as the owner of Common Units. Fractional Common Units shall not be issued to any person pursuant to an effective registration statement or in reliance on Rule 144 of this Section 5.16(b)(viii)(A) (each fractional Common Unit shall be rounded to the rules nearest whole Common Unit (and regulations promulgated under a 0.5 Common Unit shall be rounded up to the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agentnext higher Common Unit), and the Partnership shall bear all costs associated therewith).

Certificates. (iA) If requested by a Class A Preferred Holder, the Class The Series A Preferred Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series A Preferred Units. The Certificates evidencing Class Series A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class Series A Preferred Units may be imprinted with a legend in substantially the following form: form (but, if outstanding as of the date of this Agreement, may refer to the Fourth A/R Partnership Agreement or Fifth A/R Partnership Agreement): “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF [●], 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE2017, A COPY OF 74 WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) 2.4.1 At the discretion of the Board, Membership Units may be maintained in book-entry or certificated form. If requested Membership Units are maintained in certificated form, each certificate evidencing a Membership Unit shall be in the form approved by the Board, shall be signed by a Class A Preferred HolderManager of the Company and shall be consecutively numbered by class. In either case, the Class A Preferred issuance of Membership Units shall be entered in the Company’s Membership Unit ledger as they are issued. In addition, any such certificate shall state on its face the holder’s name, the class and the number of Membership Units evidenced thereby and such other matters as may be required by Certificates in the Act or this Agreement. Any such form as certificate shall bear the Board of Directors may approve and, subject following legends to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following formextent applicable: “THESE SECURITIES THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSSTATE, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS MEMBERSHIP UNITS ARE SUBJECT TO CERTAIN RESTRICTIONS ON AS MORE FULLY SET OUT IN THE COMPANY’S AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, WHICH AGREEMENT HAS BEEN DEPOSITED WITH THE COMPANY. A COPY OF SUCH AGREEMENT WILL BE MADE AVAILABLE UPON WRITTEN REQUEST OF A MEMBER WITHOUT CHARGE AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS. ANY TRANSFER SET FORTH IN OR ATTEMPTED TRANSFER OF ANY SECURITIES SUBJECT TO SUCH RESTRICTIONS IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE COMPANY. 2.4.2 The Company may issue a new certificate or certificates in place of any certificate alleged to have been lost or destroyed. In so doing, the Company may in its discretion and as a condition precedent to the issuance of a new certificate (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIPrequire the owner of the lost or destroyed certificate or such owner’s legal representative, DATED AS MARCH 6, 2015, AS AMENDED, AND to advertise the same in such manner as it shall require and/or (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” to give the Company a bond (iii) In connection with a sale of Class A Preferred Units pursuant surety or sureties satisfactory to an effective registration statement the Company) in such sum as it may direct, as indemnity against any claim, or in reliance on Rule 144 of expense resulting from any claim, that may be made against the rules and regulations promulgated under Company with respect to the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary certificate alleged to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove have been lost or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewithdestroyed.

Certificates. (i) If requested by a Class A Preferred Holder, the Class A Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the Board of Directors determines to assign the responsibility to another Person, the Managing General Partner will act as the Transfer Agent for the Preferred Units. The Certificates certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates certificates evidencing Common Units. (ii) The Certificate(scertificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) ” In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(scertificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (ia) If requested by The Company shall provide each owner of membership interests in the Company a Class A Preferred Holder, the Class A Preferred Units shall be evidenced by Certificates certificate in such form as is approved by the Board Company and conforms with applicable law, certifying the membership interests owned by it. Further, for purposes of Directors may approve andproviding for transfer of, perfecting a lien or encumbrance in, and other relevant matters related to a membership interest, a membership interest will be deemed to be a “security” subject to the satisfaction rules set forth in Chapters 8 and 9 of the Texas Uniform Commercial Code and any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of similar Uniform Commercial Code provision adopted by any other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Unitsrelevant jurisdiction. (iib) The Certificate(s) representing In the Class A Preferred Units may absence of a more restrictive legend, all certificates evidencing membership interests will be imprinted stamped or typed in a conspicuous place with a legend in substantially the following formlegend: “THESE SECURITIES THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT REGISTRATION, THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT AT ANY TIME WHATSOEVER, EXCEPT ON DELIVERY TO THE SECURITIES UNDER SUCH ACT OR PURSUANT COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO AN EXEMPTION FROM THE COMPANY THAT REGISTRATION THEREUNDER ANDIS NOT REQUIRED FOR THE TRANSFER, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SUBMISSION TO THE COMPANY OF OTHER EVIDENCE SATISFACTORY TO IT THE COMPANY TO THE EFFECT THAT SUCH TRANSACTION DOES ANY TRANSFER WILL NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH BE IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP VIOLATION OF THE PARTNERSHIP, DATED AS MARCH 6, 2015SECURITIES ACT OF 1933, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENTAPPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATIONS PROMULGATED THEREUNDER. ANY SALE, TRANSFER, ASSIGNMENT, PLEDGE, ENCUMBRANCE OR DISPOSITION OF THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE OR ANY INTEREST THEREIN IS SUBJECT TO THE TERMS AND BETWEEN PROVISIONS OF THE PARTNERSHIP THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE UNIT PURCHASERS PARTY THERETOCOMPANY DATED AS OF AUGUST [ ], IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES2016.” (iiic) In connection The Company may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the Person claiming the certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Company may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or its legal representative, to advertise the same in such manner as it will require and/or to give the Company a bond in such sum as it may direct as indemnity against any claim that may be made against the Company with respect to the certificate alleged to have been lost, stolen or destroyed. (d) Upon surrender to the Company or its transfer agent, if any, of a sale certificate representing membership interests duly endorsed or accompanied by proper evidence of Class A Preferred Units pursuant to an effective registration statement succession, assignation or transfer in reliance on Rule 144 accordance with this Agreement and of the rules payment of all taxes applicable to the transfer of said membership interest, the Company will be obligated to issue a new certificate to the Person entitled thereto, cancel the old certificate and regulations promulgated under record the Securities Acttransaction upon its books, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine provided, however, that the sale of the Class A Preferred Units is Company will not be so obligated unless such transfer was made in compliance with Rule 144the provisions of this Agreement and any applicable state and federal laws. (e) The Company will be entitled to recognize the exclusive right of a Person registered on its books as the owner of the indicated membership interests and will not be bound to recognize any equitable or other claim to or interest in such membership interests on the part of any Person other than such registered owner, the Partnership shall remove whether or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (not it will have express or the book-entry account maintained other notice thereof, except as otherwise provided by the Transfer Agent), and the Partnership shall bear all costs associated therewithlaw.

Certificates. (i) If requested As long as this Agreement shall remain in full force and effect, there shall be inscribed upon each certificate of Common Stock held by a Class A Preferred Holder, the Class A Preferred Units shall be evidenced by Certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially Stockholder the following formlegend: “THESE THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR IN ANY WAY DISPOSED OF EXCEPT PURSUANT TO THE TERMS AND CONDITIONS OF A CERTAIN STOCKHOLDERS AGREEMENT DATED AS OF , 2005, AND ANY AMENDMENTS THERETO, AMONG ADVANCED MICRO DEVICES, INC., AMD INVESTMENTS, INC., FUJITSU LIMITED AND SPANSION INC., A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE CORPORATION. THE HOLDER IS SUBJECT TO THE OBLIGATIONS THEREIN SET FORTH AND ANY SUCH DISPOSITION IN VIOLATION OF SAID STOCKHOLDERS AGREEMENT SHALL BE NULL AND VOID. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THESE SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE SOLD, OFFERED FOR SALEASSIGNED, PLEDGED, HYPOTHECATED ENCUMBERED, TRANSFERRED, GRANTED AN OPTION WITH RESPECT TO OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF A SUCH REGISTRATION STATEMENT IN EFFECT WITH RESPECT OR DELIVERY TO THE SECURITIES UNDER CORPORATION OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION THAT SUCH ACT SALE OR PURSUANT TO AN EXEMPTION TRANSFER IS EXEMPT FROM REGISTRATION THEREUNDER AND, IN UNDER THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iThe Restricted Shares are issued to Participant in reliance on the exemption from registration provided in Section 4(2) If requested by a Class A Preferred Holder, of the Class A Preferred Units 1933 Act and Regulation D promulgated thereunder. The Restricted Shares shall be evidenced by Certificates issued in such form the name of Participant or a nominee of Participant as of the Board date of Directors may approve and, subject this Award Agreement. One or more certificates representing the Restricted Shares shall bear a legend substantially similar to the satisfaction of any applicable legalfollowing, regulatory and contractual requirements, stop transfer instructions may be assigned or transferred in a manner identical given to the assignment and transfer of other Unitsagent for the Company's Stock that are consistent with such legend: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND SUBJECT TO CERTAIN CONDITIONS UNDER THE AMCON DISTRIBUTING COMPANY 2007 OMNIBUS INCENTIVE PLAN AND THE APPLICABLE RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO WHICH THE SHARES WERE ISSUED. The Certificates evidencing Class THESE SHARES ARE SUBJECT TO A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following form: “RISK OF FORFEITURE AND CANNOT BE SOLD, DONATED, TRANSFERRED OR IN ANY OTHER MANNER ENCUMBERED EXCEPT IN ACCORDANCE WITH THE TERMS OF SUCH PLAN AND AGREEMENT, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF AMCON DISTRIBUTING COMPANY. IN ADDITION, THESE SECURITIES SHARES HAVE BEEN ISSUED ON --------, 20-- PURSUANT TO THE AMCON DISTRIBUTING COMPANY 2007 OMNIBUS INCENTIVE PLAN AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A AN EFFECTIVE REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO UNDER THE ACT AND APPLICABLE STATE SECURITIES UNDER SUCH ACT LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESTHEREUNDER.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested by a Class A Preferred Holder, the Class A Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the Board of Directors determines to assign the responsibility to another Person, the General Partner will act as the Transfer Agent for the Class A Preferred Units. The Certificates certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates certificates evidencing Common Units. (ii) The Certificate(scertificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT CT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6OF MAY 10, 20152011, AS AMENDEDAMENDED OR RESTATED FROM TIME TO TIME, AND (ii) A THE CLASS A PREFERRED UNIT PURCHASE AGREEMENT, DATED AS OF APRIL 21, 2016, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(scertificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested by a Class A Preferred Holder, the Class A Preferred The Series B Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series B Units. The Certificates evidencing Class A Preferred Series B Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units or Series A Preferred Units. (ii) The Certificate(scertificate(s) representing the Class A Preferred Series B Units may shall be imprinted with a legend in substantially the following form: form (but, if outstanding as of the date of this Agreement, may refer to the Fourth A/R Partnership Agreement): “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF LIMITED PARTNERSHIP OF THE Active 344679592 PARTNERSHIP, DATED AS MARCH 6OF APRIL 25, 20152016, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class A Preferred Holder, the Class The Series A Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the General Partner will act as the registrar and transfer agent for the Series A Preferred Units. The Certificates certificates evidencing Class Series A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class Series A Preferred Units may be imprinted with a legend in substantially the following form: form (in addition to the legend required pursuant to Section 4.7(e)): “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND ARE SUBJECT TO THE TERMS OF THE THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ENERGY TRANSFER EQUITY, L.P., AS AMENDED. THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF ENERGY TRANSFER EQUITY, OR ANY STATE SECURITIES LAWS. THESE SECURITIES L.P. THAT THIS SECURITY MAY NOT BE SOLD, OFFERED FOR SALEOFFERED, PLEDGEDRESOLD, HYPOTHECATED PLEDGED OR OTHERWISE TRANSFERRED IN IF SUCH TRANSFER WOULD (A) VIOLATE THE ABSENCE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF ENERGY TRANSFER EQUITY, L.P. UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE ENERGY TRANSFER EQUITY, L.P. TO BE TREATED AS AN ASSOCIATION TAXABLE AS A REGISTRATION STATEMENT IN EFFECT WITH RESPECT CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE SECURITIES UNDER SUCH ACT EXTENT NOT ALREADY SO TREATED OR PURSUANT TO TAXED). LE GP, LLC THE GENERAL PARTNER OF ENERGY TRANSFER EQUITY, L.P., MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OPINION OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT COUNSEL THAT SUCH TRANSACTION DOES RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF ENERGY TRANSFER EQUITY, L.P. BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT REQUIRE REGISTRATION UNDER SUCH ACT. PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS SUBJECT LISTED OR ADMITTED TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESTRADING.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested by a Class The Series A Preferred Holder, the Class A Preferred Convertible Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series A Convertible Units. The Certificates evidencing Class Series A Preferred Convertible Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(scertificate(s) representing the Class Series A Preferred Convertible Units may shall be imprinted with a legend in substantially the following form: “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6OF DECEMBER 31, 20152014, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested Unless otherwise determined by a Class A Preferred Holderthe Board, the Class A Preferred all Units issued hereunder shall be evidenced by Certificates in such form as uncertificated. The Board, without the Board of Directors may approve and, subject to the satisfaction consent of any applicable legalMember, regulatory shall have the right to cause the Company to issue certificates representing the issued and contractual requirementsoutstanding Units, may be assigned or transferred in a manner identical to the assignment and transfer each of other Units. The Certificates evidencing Class A Preferred Units which shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following formlegend: “THESE SECURITIES HAVE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES 1933 AND MAY NOT BE OFFERED OR SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES UNDER SUCH ACT OR PURSUANT TO UNLESS AN EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE (AND, IN THE CASE SUCH CASE, AN OPINION OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION COUNSEL REASONABLY SATISFACTORY TO IT THE COMPANY MAY BE REQUESTED BY THE COMPANY TO THE EFFECT THAT SUCH TRANSACTION DOES OFFER OR SALE IS NOT REQUIRE REGISTRATION REQUIRED TO BE REGISTERED UNDER SUCH THE SECURITIES ACT). THIS SECURITY IS MAY BE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS SET FORTH IN (i) THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIPFIP RR HOLDINGS LLC, DATED AS MARCH 6OF AUGUST 25, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT2025, BY AND BETWEEN AMONG THE PARTNERSHIP MEMBERS AND THE UNIT PURCHASERS PARTY THERETOOTHER PARTIES SIGNATORY THERETO (AS MAY BE AMENDED, IN EACH CASEMODIFIED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME), A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENT.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested by a Class A Preferred Holder, the Class A Preferred The Series B Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series B Units. The Certificates evidencing Class A Preferred Series B Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units or Series A Preferred Units. (ii) The Certificate(scertificate(s) representing the Class A Preferred Series B Units may shall be imprinted with a legend in substantially the following form: form (but, if outstanding as of the date of this Agreement, may refer to the Fourth A/R Partnership Agreement): “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF APRIL 25, 20152016, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class A Preferred Holder, the Class A The Series D Preferred Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series D Preferred Units. The Certificates evidencing Class A Series D Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class A Series D Preferred Units may be imprinted with a legend in substantially the following form: form (but, if outstanding as of the date of this Agreement, may refer to the Fifth A/R Partnership Agreement): “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF [●], 20152017, AS 115 AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (ia) If requested by Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor, pursuant to Rule 144(k) or in connection with a Class A Preferred Holderpledge as contemplated in Section 4.1(b), the Class A Preferred Units Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, reasonably acceptable to the Company, the form and substance of which opinion shall be evidenced by Certificates in such form as the Board of Directors may approve and, subject reasonably satisfactory to the satisfaction of any applicable legalCompany, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and effect that such transfer does not require registration of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear such transferred Securities under the same CUSIP number as the Certificates evidencing Common UnitsSecurities Act. (iib) The Certificate(s) representing Certificates evidencing the Class A Preferred Units may be imprinted with a legend in substantially Securities will contain the following form: “legend, until such time as they are not required under Section 4.1(c): [NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED] [THESE SECURITIES HAVE NOT BEEN REGISTERED REGISTERED] WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THESE SECURITIES AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO UNDER THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER ANDFROM, OR IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATIONNOT SUBJECT TO, UNLESS SOLD PURSUANT THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO RULE 144 UNDER THE TRANSFEROR TO SUCH ACT OR EFFECT, THE ISSUER HAS RECEIVED DOCUMENTATION SUBSTANCE OF WHICH SHALL BE REASONABLY SATISFACTORY ACCEPTABLE TO IT THAT THE COMPANY. [THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES] [THESE SECURITIES] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACTSECURITIES. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN The Company acknowledges and agrees that an Investor may from time to time pledge, and/or grant a security interest in some or all of the Securities pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an "accredited investor" as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and the Registration Rights Agreement and, if required under the terms of such agreement or account, such Investor may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion may be required in connection with a subsequent transfer following default by the Investor transferee of the pledge. No notice shall be required of such pledge. At the appropriate Investor’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. (c) Certificates evidencing the Shares and Warrant Shares shall not contain any legend (including the legend set forth in Section 4.1(b)): (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with following a sale of Class A Preferred Units such Securities pursuant to an effective registration statement (including the Registration Statement), or in reliance on (ii) following a sale of such Shares or Warrant Shares pursuant to Rule 144 (assuming the transferor is not an Affiliate of the rules and regulations promulgated Company), or (iii) while such Shares or Warrant Shares are eligible for sale under Rule 144(k). Following such time as restrictive legends are not required to be placed on certificates representing Shares or Warrant Shares pursuant to the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144preceding sentence, the Partnership shall remove Company will, no later than three Trading Days following the delivery by an Investor to the Company or the Company's transfer agent of a certificate representing Shares or Warrant Shares containing a restrictive legend, deliver or cause to be removed the restrictive legend from the Certificate(s) delivered to such Investor a certificate representing such Class A Preferred Units Shares or Warrant Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section. (or d) Subject to the book-entry account maintained limitations set forth in Sections 1(f) and (g) of the Warrant, if the Company shall fail for any reason to cause to be issued to an Investor, within three (3) Trading Days of a reasonable written request therefor, a certificate without any restrictive legends for the number of shares of Common Stock to which the Investor is entitled pursuant to Section 4.1(c), the Company shall pay as partial liquidated damages in cash to the Investor on each day after such third Business Day that the issuance of such Common Stock is not timely effected an amount equal to 1.0% of the product of (i) the sum of the number of shares of Common Stock not issued to the Investor without any restrictive legends on a timely basis and to which the Investor is entitled and (ii) the closing price of the Common Stock as reported on the Trading Market on the Trading Day immediately preceding the third Business Day. Nothing herein shall limit such Investor’s right to pursue actual damages for the Company's failure to deliver certificates representing any Securities as required by the Transfer Agent)Transaction Documents, and such Investor shall have the Partnership shall bear right to pursue all costs associated therewithremedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

Certificates. (i) If requested by a Class A Preferred Holder, the Class A Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the Board of Directors determines to assign the responsibility to another Person, the General Partner will act as the Transfer Agent for the Preferred Units. The Certificates certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates certificates evidencing Common Units. (ii) The Certificate(scertificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) ” In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(scertificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith. Section 6.1 (a) is hereby amended and restated as follows:

Certificates. (ia) If requested At the Closing, each Shareholder shall deliver to Delphi the certificates (the "Certificates") representing such Shareholder's Ownership Interests, accompanied by a Class A Preferred Holderblank stock or other similar powers duly executed by such Shareholder and with all necessary transfer tax and other revenue stamps, the Class A Preferred Units acquired at such Shareholder's expense, affixed and canceled. Each Shareholder shall be evidenced by Certificates in such form as the Board of Directors may approve and, subject promptly cure any deficiencies with respect to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned stock or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as similar powers accompanying the Certificates evidencing Common Unitsrepresenting such Shareholder's Ownership Interests. (iib) The Certificate(s) representing the Class A Preferred Units may Delphi Common Stock to be distributed as Stock Consideration will be stamped or imprinted with a legend in substantially the following form: “THESE "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. THESE SECURITIES STATE, AND MAY NOT BE DISTRIBUTED, SOLD, OFFERED FOR SALETRANSFERRED, PLEDGEDASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED OFFERED UNLESS THERE IS IN THE ABSENCE OF EFFECT A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND LAWS COVERING SUCH SECURITIES OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION THEREUNDER REQUIREMENTS OF SUCH ACT IS AVAILABLE AND, IN IF REQUESTED, AN OPINION OF COUNSEL FOR THE CASE HOLDER OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION THESE SECURITIES REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACTTHE ISSUER IS PROVIDED. "THE SECURITIES EVIDENCED BY THIS SECURITY IS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH RESALE CONTAINED IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIPTHAT CERTAIN STOCK PURCHASE AGREEMENT, DATED AS MARCH 6OF OCTOBER 1, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE1998, A COPY OF WHICH MAY BE OBTAINED IS AVAILABLE FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESSECRETARY OF THE ISSUER.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith."

Certificates. (i) If requested by a Class A Preferred Holder, the Class A Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the Board of Directors determines to assign the responsibility to another Person, the General Partner will act as the Transfer Agent for the Class A Preferred Units. The Certificates certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates certificates evidencing Common Units. (ii) The Certificate(scertificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6OF MAY 10, 20152011, AS AMENDEDAMENDED OR RESTATED FROM TIME TO TIME, AND (ii) A THE CLASS A PREFERRED UNIT PURCHASE AGREEMENT, DATED AS OF APRIL 21, 2016, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(scertificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested by a Class A Preferred Holder, the Class A Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the Board of Directors determines to assign the responsibility to another Person, the General Partner will act as the Transfer Agent for the Class A Preferred Units. The Certificates certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates certificates evidencing Common Units. (ii) The Certificate(scertificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6OF DECEMBER 21, 20152011, AS AMENDED, AND (ii) A THE CLASS A PREFERRED UNIT PURCHASE AGREEMENT, DATED AS OF JUNE 17, 2014, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(scertificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested by a Class A Preferred Holder, Certificates representing any of the Class A Preferred Units shall be evidenced by Certificates in such form as the Board of Directors may approve and, subject Shares acquired pursuant to the satisfaction provisions of any applicable legalthis Warrant shall have endorsed thereon the following legends, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Unitsappropriate. (iia) The Certificate(sUnless such Shares are received in a transaction registered under the Securities Act and qualified (if necessary) representing the Class A Preferred Units may be imprinted with a legend in substantially the following formunder applicable state securities laws: “THESE "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES AND MAY NOT BE SOLD, OFFERED FOR SALETRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER ANDCOVERING SUCH SECURITIES, THE SALE IS MADE IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO ACCORDANCE WITH RULE 144 UNDER SUCH ACT THE ACT, OR THE ISSUER HAS RECEIVED DOCUMENTATION COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO IT THE COMPANY, STATING THAT SUCH TRANSACTION DOES NOT REQUIRE SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION UNDER AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT. ." (b) If such Shares are to be issued to Tako Ventures, LLC or its affiliates: "UNTIL JUNE 17, 2002, THE SECURITIES EVIDENCED BY THIS SECURITY IS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER TRANSFER, INCLUDING RIGHTS OF FIRST REFUSAL SET FORTH IN (i) THE A CONVERTIBLE SECURED NOTE, OPTION AND WARRANT PURCHASE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6OF JUNE 17, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, 1997 BY AND BETWEEN THE PARTNERSHIP AMONG SUPERGEN, INC., TAKO VENTURES, LLC AND, SOLELY FOR PURPOSES OF SECTIONS 5.3 AND THE UNIT PURCHASERS PARTY THERETO5.5 THEREOF, IN EACH CASE▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, A COPY OF WHICH AGREEMENT MAY BE OBTAINED FROM AT NO COST BY WRITTEN REQUEST MADE BY THE PARTNERSHIP HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF SUPERGEN, INC. AT ITS SUPERGEN, INC.'S PRINCIPAL EXECUTIVE OFFICES.”" (iiic) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause Any legend required to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained placed thereon by the Transfer Agent), and the Partnership shall bear all costs associated therewithany applicable state securities laws.

Certificates. Each certificate or instrument representing Warrant Securities (iif any) If requested by a Class A Preferred Holder, the Class A Preferred Units shall be evidenced by Certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend legends in substantially the following form: “THESE THE SECURITIES EVIDENCED BY THIS WARRANT CERTIFICATE WERE ORIGINALLY ISSUED ON MARCH 16, 2021. NEITHER THE SECURITIES EVIDENCED BY THIS WARRANT CERTIFICATE NOR THE SECURITIES OBTAINABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES , AND MAY NOT BE OFFERED, SOLD, OFFERED FOR SALE, PLEDGEDTRANSFERRED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER ANDUNDER THE SECURITIES ACT RELATING TO SUCH OFFER, SALE, TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT AND (2) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS. THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR SECURITIES EVIDENCED BY THIS WARRANT CERTIFICATE AND THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SECURITIES OBTAINABLE UPON EXERCISE HEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIPA WARRANT PURCHASE AGREEMENT, DATED AS OF MARCH 616, 2015, AS AMENDED, AND 2021 (ii) A CLASS A PREFERRED UNIT PURCHASE THE “WARRANT AGREEMENT”), BY AND BETWEEN AMONG THE PARTNERSHIP ISSUER AND THE UNIT PURCHASERS PARTY THERETOOTHER PERSONS NAMED THEREIN, AS SUCH WARRANT AGREEMENT MAY BE AMENDED, RESTATED, MODIFIED, SUPPLEMENTED OR WAIVED FROM TIME TO TIME IN EACH CASEACCORDANCE WITH ITS TERMS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE WARRANT AGREEMENT, AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO (AND HAVE RIGHTS UNDER) THE TERMS OF THE WARRANT AGREEMENT. A COPY OF WHICH THE WARRANT AGREEMENT IS MAINTAINED WITH THE COMPANY RECORDS OF THE ISSUER AND IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER.” “THE SECURITIES OBTAINABLE UPON EXERCISE HEREOF MAY INCREASE OR DECREASE UPON THE OCCURRENCE OF CERTAIN EVENTS SPECIFIED HEREIN AND IN THE WARRANT AGREEMENT. ACCORDINGLY, THE ACTUAL NUMBER OF COMMON SHARES OBTAINABLE UPON EXERCISE HEREOF MAY BE OBTAINED FROM MORE OR LESS THAN THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESAMOUNT INITIALLY ISSUABLE ON THE DATE OF ISSUANCE.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of ” Notwithstanding the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144foregoing, the Partnership shall remove or cause Company agrees that, if and when any legend set forth above ceases to be removed applicable to any Warrant Security (or security that no longer qualifies as a Warrant Security), the restrictive legend holder thereof shall be entitled to receive from the Certificate(s) representing Company, without expense, new securities certificates of like tenor not bearing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewithlegend.

Certificates. (iA) If requested by a Class A Preferred Holder, the Class The Series A Preferred Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series A Preferred Units. The Certificates evidencing Class Series A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class Series A Preferred Units may be imprinted with a legend in substantially the following form: “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF APRIL 15, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE2013, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. The Restricted Shares are issued to Participant in reliance on the exemption from registration provided in Section 4(a)(2) of the 1933 Act (i) If requested by a Class A Preferred Holderwhich may include, the Class A Preferred Units without limitation, Regulation D promulgated thereunder). The Restricted Shares shall be evidenced by Certificates issued in such form the name of Participant or a nominee of Participant as of the Board Date of Directors may approve and, subject Grant. One or more certificates representing the Restricted Shares shall bear a legend substantially similar to the satisfaction of any applicable legalfollowing, regulatory and contractual requirements, stop transfer instructions may be assigned or transferred in a manner identical given to the assignment and transfer of other Unitsagent for the Company's Stock that are consistent with such legend: ​ THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AND SUBJECT TO CERTAIN CONDITIONS UNDER THE AMCON DISTRIBUTING COMPANY 2022 OMNIBUS INCENTIVE PLAN AND THE APPLICABLE RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO WHICH THE SHARES WERE ISSUED. The Certificates evidencing Class THESE SHARES ARE SUBJECT TO A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following form: “RISK OF FORFEITURE AND CANNOT BE SOLD, DONATED, TRANSFERRED OR IN ANY OTHER MANNER ENCUMBERED EXCEPT IN ACCORDANCE WITH THE TERMS OF SUCH PLAN AND AGREEMENT, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF AMCON DISTRIBUTING COMPANY. IN ADDITION, THESE SECURITIES SHARES HAVE BEEN ISSUED ON___________, PURSUANT TO THE AMCON DISTRIBUTING COMPANY 2022 OMNIBUS INCENTIVE PLAN AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS. THESE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A AN EFFECTIVE REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO UNDER THE ACT AND APPLICABLE STATE SECURITIES UNDER SUCH ACT LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESTHEREUNDER.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (ia) If requested at any time the Board determines that it is in the best interests of the Company to issue certificates attesting to the ownership of Units by a Class A Preferred HolderMembers, the Class A Preferred Units provisions of this Section 13.01 shall be evidenced thereafter apply (and prior to such determination by Certificates in such form as the Board of Directors may approve andBoard, subject to the satisfaction of any applicable legalif any, regulatory and contractual requirements, may be assigned this Section 13.01 shall have no force or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Unitseffect). (iib) The Certificate(sEach certificate representing Units issued to the Members will (unless registered under the Securities Act) representing bear a legend on the Class A Preferred Units face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be imprinted with a legend in substantially advised by counsel are required by Applicable Law or necessary to give full effect to this Agreement, the following form: “THESE Legend”): “THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LIMITED LIABILITY COMPANY AGREEMENT AMONG ASP GREDE HOLDINGS LLC AND THE OTHER PERSONS THAT MAY BECOME MEMBERS OF THE COMPANY FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT TO THE EXTENT APPLICABLE TO THE HOLDER BY THE TERMS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT.” “THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES 1933 AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE TRANSFERRED IN THE ABSENCE DISPOSED OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES UNDER SUCH ACT OF 1933 OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AVAILABLE.” The Legend will be removed by the Company by the delivery of substitute certificates without such Legend in the event of (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND a Transfer permitted by this Agreement in which the Permitted Transferee is not required to enter into an Assumption Agreement or (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale the termination of Class A Preferred Units Article VII pursuant to an effective registration statement or in reliance on Rule 144 the terms hereof; provided, however, that the second paragraph of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to Legend will only be removed the restrictive legend from the Certificate(s) representing if at such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), time it is no longer required for purposes of applicable securities laws and the Partnership shall bear all costs associated therewithCompany receives an opinion to such effect from counsel to the applicable Member in form and substance reasonably satisfactory to the Company.

Certificates. (iA) If requested by a Class Series A Preferred HolderUnitholder, the Class Series A Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirementsrequirements or any other limitations set forth in this Section 5.11, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates Any certificates evidencing Class Series A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates any certificates evidencing Common Units. (iiB) The Certificate(sAny certificate(s) representing the Class Series A Preferred Units may be imprinted with a legend in substantially the following form: “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASEOF [JUNE 30 2017], A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested In the sole discretion of the Manager, issued and outstanding Units may be evidenced by a Class A Preferred Holdercertificates. In addition to any other legend which the Company may deem advisable under the Securities Act, the Class A Preferred all certificates representing issued and outstanding Units shall be evidenced by Certificates in such form endorsed as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following formfollows: “THESE SECURITIES THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO NUMEROUS CONDITIONS AND RESTRICTIONS, INCLUDING RESTRICTIONS ON TRANSFER, AS SPECIFIED IN THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “LLC AGREEMENT”) OF EPE EMPLOYEE HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY (THE “COMPANY”) AND MAY BE SUBJECT TO ONE OR MORE MANAGEMENT INCENTIVE UNIT AGREEMENTS, AS MAY BE AMENDED FROM TIME TO TIME BETWEEN THE COMPANY AND ONE OR MORE OF THE MEMBERS OF THE COMPANY. THE UNITS REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. THESE SECURITIES OF THE UNITED STATES OR ANY FOREIGN JURISDICTION, (B) MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO UNDER THE ACT AND APPLICABLE STATE AND FOREIGN SECURITIES UNDER SUCH ACT LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION THEREUNDER ANDREQUIREMENTS OF THE ACT AND SUCH LAWS, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS AND (C) ARE SUBJECT TO AND ARE TRANSFERABLE ONLY UPON COMPLIANCE WITH THE PROVISIONS OF THE LLC AGREEMENT, CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) MANAGEMENT INCENTIVE UNIT AGREEMENTS AND THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIPEPE ACQUISITION, DATED AS MARCH 6, 2015LLC, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENTRESTATED, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED SUPPLEMENTED OR MODIFIED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESTIME TO TIME.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested by a The Common Units – Class A Preferred Holder, the Class A Preferred Units B shall be evidenced by Certificates certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. ; unless and until the General Partner determines to assign the responsibility to another Person, the General Partner will act as the registrar and transfer agent for the Common Units – Class B. The Certificates certificates evidencing Common Units – Class A Preferred Units B shall be separately identified and shall not bear the same CUSIP number as the Certificates certificates evidencing Common Units. Units – Class A. (ii) The Certificate(scertificate(s) representing the Common Units – Class A Preferred Units B may be imprinted with a legend in substantially the following form: “THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE . THE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED HYPOTHECATED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A AN EFFECTIVE REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO FOR THE SECURITIES UNDER SUCH THE SECURITIES ACT OF 1933 (AS AMENDED, OR PURSUANT APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER) OR AN OPINION OF COUNSEL SATISFACTORY TO AN EXEMPTION FROM THE PARTNERSHIP’S COUNSEL THAT REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 IS NOT REQUIRED UNDER SUCH SAID ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SUBMISSION TO THE PARTNERSHIP’S COUNSEL OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND TO THE UNIT PURCHASERS PARTY THERETO, EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN EACH CASE, A COPY VIOLATION OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESSAID ACT OF 1933.” ” 40 (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agentd), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class Series A Preferred HolderUnitholder, the Class Series A Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirementsrequirements or any other limitations set forth in this Section 5.11, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates Any certificates evidencing Class Series A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates any certificates evidencing Common Units. (iiB) The Certificate(sAny certificate(s) representing the Class Series A Preferred Units may be imprinted with a legend in substantially the following form: “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF SEPTEMBER [●], 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE2021, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested A Membership Interest of the Company shall be represented by a Class A Preferred Holdercertificate or certificates, setting forth upon the face thereof that the Company is a limited liability company formed under the laws of the State of Delaware, the Class A Preferred Units name of the Member to which it is issued and the initial Percentage Interest which such certificate represents. Such certificates shall be evidenced entered in the books of the Company as they are issued, and shall be signed by Certificates in such form as the Board of Directors Chief Executive Officer and may approve andbe sealed with the Company's seal or a facsimile thereof. Upon any Transfer permitted under this Agreement, subject NXSUB and SKW 33 38 shall surrender to the satisfaction Company and the Company shall issue to NXSUB and SKW certificates representing the Membership Interests taking into account such Transfer. All certificates representing Membership Interests (unless registered under the Securities Act of any applicable legal1933, regulatory and contractual requirementsas amended (the "Securities Act")), may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following formlegend: “THESE SECURITIES THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THESE SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE SOLD, OFFERED FOR SALEASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT ENCUMBERED, TRANSFERRED, GRANTED AN OPTION WITH RESPECT TO OR OTHERWISE DISPOSED OF, (I) UNLESS AND UNTIL THEY HAVE BEEN REGISTERED UNDER THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION SUCH SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE, TRANSFER, OPTION GRANT OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION THEREUNDER AND, UNDER THE SECURITIES ACT AND (II) EXCEPT IN ACCORDANCE WITH THE CASE PROVISIONS OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE OPERATING AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASECOMPANY, A COPY OF WHICH MAY BE OBTAINED FROM IS AVAILABLE FOR INSPECTION AT THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESOFFICES OF THE COMPANY.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested by a Class A Preferred Holder, the Class A Preferred Units Each certificate evidencing Shares to be issued hereunder shall be evidenced by Certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following form: “THESE THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THESE SECURITIES AND MAY NOT BE SOLD, OFFERED FOR SALETRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO UNDER THE SECURITIES UNDER ACT COVERING SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER ANDSECURITIES, THE SALE IS MADE IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO ACCORDANCE WITH RULE 144 UNDER SUCH THE SECURITIES ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO IT THE ISSUER, STATING THAT SUCH TRANSACTION DOES NOT REQUIRE SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION UNDER SUCH AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT. THIS SECURITY IS IN ADDITION, THE SECURITIES ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH UNDER THAT CERTAIN NOTE CONVERSION AGREEMENT ENTERED INTO IN (i) CONNECTION WITH THE AGREEMENT ISSUANCE OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASETHIS CERTIFICATE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” IS ON FILE WITH AUXILIO, INC. ▇▇▇▇▇▇▇ acknowledges and agrees that, in addition to the Bookings Restriction, as “restricted securities,” the Shares issued hereunder may not be transferred, hypothecated, sold or otherwise disposed of until (iiii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated with respect to such securities is declared effective under the Securities Act, upon receipt by or (ii) Auxilio receives an opinion of counsel for the Partnership holder(s) of such information as Shares, reasonably satisfactory to counsel for Auxilio, that an exemption from the Partnership reasonably deems necessary to determine that the sale registration requirements of the Class A Preferred Units Securities Act is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewithavailable.

Certificates. (i) If requested The Company shall endorse upon the certificate for each of the Equity Securities Beneficially Owned by a Class A Preferred Holder, Stockholder a legend substantially the Class A Preferred Units shall be evidenced by Certificates in such form same as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following formlegend: “THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR ANY STATE SECURITIES LAWSIN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THESE SECURITIES NO SUCH TRANSFER MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN EFFECT WITH RESPECT A FORM SATISFACTORY TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT COMPANY THAT SUCH TRANSACTION DOES REGISTRATION IS NOT REQUIRE REGISTRATION REQUIRED UNDER SUCH ACTTHE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES REPRESENTED BY THIS SECURITY IS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIPA STOCKHOLDERS AGREEMENT, DATED AS MARCH 6OF [—], 20152011, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASEMAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH MAY BE OBTAINED IS AVAILABLE FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale COMPANY UPON REQUEST. ANY VOTING AND SALE, PLEDGE, HYPOTHECATION, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF SUCH SECURITIES IS SUBJECT TO SUCH STOCKHOLDERS AGREEMENT. BY ACCEPTING ANY INTEREST IN SUCH SECURITIES, THE PERSON ACCEPTING SUCH INTERESTS SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT. The Company, by its execution of Class A Preferred Units pursuant this Agreement, agrees that it will cause the certificates evidencing such Equity Securities issued after the date hereof to an effective registration statement or in reliance on Rule 144 bear the legend required by this Article V; provided, however, that the parties agree that the failure of the rules and regulations promulgated under Company to cause the certificates evidencing such Equity Securities Act, upon receipt to bear the legend required by this Article V shall not affect the Partnership validity or enforcement of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewiththis Agreement.

Certificates. (i) If requested by a Class A B Preferred Holder, the Class A B Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors may approve andapprove; unless and until the Board of Directors determines to assign the responsibility to another Person, subject to ▇▇▇▇▇ Fargo Shareowner Services will act as the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to Class B Transfer Agent for the assignment and transfer of other Class B Preferred Units. The Certificates certificates evidencing Class A B Preferred Units shall be separately identified and shall not bear the same CUSIP number number, if any, as the Certificates certificates evidencing Common Units. (ii) The Certificate(scertificate(s) representing the Class A B Preferred Units may be imprinted with a legend in substantially the following form: : (iii) “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6OF DECEMBER 20, 20152011, AS AMENDEDAMENDED OR RESTATED FROM TIME TO TIME, AND (ii) A THE CLASS A B CONVERTIBLE PREFERRED UNIT PURCHASE AGREEMENT, DATED AS OF NOVEMBER 14, 2017, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT CLASS B PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iiiiv) In connection with a sale of Class A B Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A B Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(scertificate(s) representing such Class A B Preferred Units (or the book-entry account maintained by the Class B Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested by a Class A Preferred HolderTo the extent that Units are certificated, the Class A Preferred Units each Unit certificate shall be evidenced by Certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND CERTAIN OTHER CONDITIONS, AS SPECIFIED IN THE LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF FEBRUARY 10, 2000 (iiCOPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF WBT HOLDINGS LLC (TOGETHER WITH ITS SUCCESSORS, THE "COMPANY") The Certificate(sAND WHICH WILL BE MAILED TO A HOLDER OF UNITS WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT BY THE COMPANY OF A WRITTEN REQUEST THEREFOR FROM SUCH SECURITYHOLDER). THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH AGREEMENT. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT PURSUANT TO THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT AND, EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, (A) representing the Class A Preferred Units may be imprinted with a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY 1933 AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS (SUCH FEDERAL AND STATE LAWS. THESE , THE "SECURITIES MAY NOT LAWS") OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL FOR THE HOLDER, WHICH OPINION AND COUNSEL SHALL BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THE COMPANY, TO THE EFFECT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) EXEMPT FROM THE AGREEMENT OF LIMITED PARTNERSHIP PROVISIONS OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESSECURITIES LAWS.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith."

Certificates. (ia) If requested by a Class A Preferred HolderOn the date hereof, the Class A Preferred Units Company shall be evidenced by Certificates in such form as deliver to Purchaser, against the Board payment of Directors may approve andthe Purchase Price, subject to a certificate or certificates evidencing the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other UnitsShares. The Certificates evidencing Class A Preferred Units Each certificate shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. following legend: "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE (iiA) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT LAWS AND MUST BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED REGISTERED UNDER SAID ACT AND LAWS OR OTHERWISE TRANSFERRED IN THE ABSENCE DISPOSED OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION THEREUNDER ANDAND (B) THE TRANSFER, IN SALE, GIFT, ASSIGNMENT, PLEDGE, ENCUMBRANCE, CONVEYANCE OR OTHER DISPOSITION OF THE CASE SHARES OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. COMMON STOCK REPRESENTED BY THIS SECURITY IS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP TERMS OF THE PARTNERSHIP, SUBSCRIPTION AGREEMENT DATED AS MARCH 6OF AUGUST 31, 20151999, AS AMENDEDAMONG SAP AMERICA, INC., SAP AKTIENGESELLSCHAFT AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENTCATALYST INTERNATIONAL, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASEINC., A COPY OF WHICH MAY BE OBTAINED FROM IS ON FILE AT THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESOFFICE OF CATALYST INTERNATIONAL, INC.”" (iiii) In Upon the expiration of the Restricted Period (as defined in Section 4.1(a)) and surrender of the certificate or certificates evidencing the Shares, Purchaser may request, and the Company shall upon such request issue in exchange for such certificate or certificates surrendered, a new certificate or certificates for the same number of Shares bearing the following legend: "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MUST BE REGISTERED UNDER SAID ACT AND LAWS OR DISPOSED OF PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION." (ii) Until the expiration of the Restricted Period, in connection with a sale Transfer (as defined in Section 4.1(a)) of Class A Preferred Units Shares permitted pursuant to an effective registration statement Section 4.1(a)(ii), 4.1(a)(iii) or in reliance on Rule 144 4.1(a)(iv), upon surrender of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of certificate or certificates evidencing such information as the Partnership reasonably deems necessary Shares permitted to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144be Transferred, the Partnership Company shall remove issue in exchange for such certificate or cause certificates surrendered (A) a new certificate or certificates evidencing such number of Shares as Purchaser is permitted to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agentpursuant to Section 4.1(a)(ii), 4.1(a)(iii) or 4.1(a)(iv) bearing the legend set forth in Section 1.2(b)(i) and (B) an additional certificate or certificates evidencing the Partnership shall bear all costs associated therewithbalance, if any, of Shares remaining subject to the restrictions on Transfer of Section 4.1(a)(i) bearing the legend set forth in Section 1.2(a).

Certificates. (i) If requested The Company may, but shall not be required to, issue to Members a certificate or certificates signed by a Class A Preferred HolderManager specifying the series or class of Shares held by such Member which signature may be a facsimile or other electronic signature. If a certificate for Shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by the Board. Upon the issuance of any substitute share certificate evidencing such Shares, the Class A Preferred Units shall be evidenced by Certificates in such form as Company may require the Board payment of Directors may approve and, subject a sum sufficient to the satisfaction of cover any applicable legal, regulatory and contractual requirements, tax or other governmental charge that may be assigned or transferred imposed in a manner identical to relation thereto. Each certificate shall bear legends on the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend reverse side thereof substantially in substantially the following form: “THESE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 19331933 (THE “SECURITIES ACT”), AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AND HAVE BEEN ISSUED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO RELIANCE ON AN EXEMPTION FROM REGISTRATION THEREUNDER ANDPROVIDED FROM REGULATIONS UNDER THE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATIONDIRECTLY OR INDIRECTLY, UNLESS SOLD EXCEPT (A) PURSUANT TO RULE 144 AND IN CONFORMITY WITH (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH THE SECURITIES ACT OR (II) ANY THEN AVAILABLE EXEMPTION FROM THE ISSUER REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND (B) PURSUANT TO AND IN CONFORMITY WITH ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. OTHER THAN PURSUANT TO AND IN CONFORMITY WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, NO SUCH OFFER OR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS, IF REQUESTED BY IT, RE VENTURES I, LLC (THE “COMPANY”) HAS RECEIVED DOCUMENTATION A WRITTEN LEGAL OPINION OF COUNSEL (SUCH COUNSEL AND OPINION REASONABLY SATISFACTORY ACCEPTABLE TO IT IT) TO THE EFFECT THAT SUCH TRANSACTION OFFER OR SALE DOES NOT REQUIRE REGISTRATION UNDER SUCH ACTVIOLATE THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS SET FORTH IN (i) THE OPERATING AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIPCOMPANY, DATED AS MARCH 6, 2015OF JULY 19 2019, AS AMENDEDSUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY COPIES OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (ia) If requested by a Class A Preferred HolderSecurities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, the Class A Preferred Units Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, reasonably acceptable to the Company, the form and substance of which opinion shall be evidenced by Certificates in such form as the Board of Directors may approve and, subject reasonably satisfactory to the satisfaction of any applicable legalCompany, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and effect that such transfer does not require registration of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear such transferred Securities under the same CUSIP number as the Certificates evidencing Common UnitsSecurities Act. (iib) The Certificate(s) representing Certificates evidencing the Class A Preferred Units may be imprinted with a legend in substantially Securities will contain the following formlegend, until such time as they are not required: “[NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED] [THESE SECURITIES HAVE NOT BEEN REGISTERED REGISTERED] WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. THESE SECURITIES AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO UNDER THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER ANDFROM, OR IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATIONNOT SUBJECT TO, UNLESS SOLD PURSUANT THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO RULE 144 UNDER THE TRANSFEROR TO SUCH ACT OR EFFECT, THE ISSUER HAS RECEIVED DOCUMENTATION SUBSTANCE OF WHICH SHALL BE REASONABLY SATISFACTORY ACCEPTABLE TO IT THAT THE COMPANY. [THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES] [THESE SECURITIES] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN SECURITIES. (c) Certificates evidencing the Shares and Warrant Shares shall not contain any legend (including the legend set forth in Section 4.1(b)): (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with following a sale of Class A Preferred Units such Securities pursuant to an effective registration statement statement, or in reliance on (ii) following a sale of such Shares or Warrant Shares pursuant to Rule 144 (assuming the transferor is not an Affiliate of the rules and regulations promulgated Company), or (iii) while such Shares or Warrant Shares are eligible for sale under Rule 144 without limitations or restrictions by virtue of a holder’s or previous holder’s status as an Affiliate. Following such time as restrictive legends are not required to be placed on certificates representing Shares or Warrant Shares pursuant to the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144preceding sentence, the Partnership shall remove Company will, no later than five business days following the delivery by such Investor to the Company or the Company's transfer agent of a certificate representing Shares or Warrant Shares containing a restrictive legend, deliver or cause to be removed the restrictive legend from the Certificate(s) delivered to such Investor a certificate representing such Class A Preferred Units (Shares or the book-entry account maintained by the Transfer Agent), Warrant Shares that is free from all restrictive and the Partnership shall bear all costs associated therewithother legends.

Certificates. (iA) If requested by a Class A Preferred Holder, the Class A The Series C Preferred Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series C Preferred Units. The Certificates evidencing Class A Series C Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class A Series C Preferred Units may be imprinted with a legend in substantially the following form: “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF APRIL 25, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE2016, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class A Preferred Holder, the Class The Series A Preferred Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series A Preferred Units. The Certificates evidencing Class Series A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class Series A Preferred Units may be imprinted with a legend in substantially the following form: form (but, if outstanding as of the date of this Agreement, may refer to the Fourth A/R Partnership Agreement): “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION Active 344679592 FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF APRIL 25, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE2016, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested by a Class A Preferred Holder, the Class A Preferred Units Membership interests shall be evidenced by Certificates in certificates, and such form as certificates shall be securities governed by Article 8 of the Board of Directors may approve andUniform Commercial Code and shall bear the following legend: THIS CERTIFICATE EVIDENCES AN INTEREST IN TWIN CITES POWER HOLDINGS, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other UnitsLLC AND SHALL BE A SECURITY FOR PURPOSES OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE. The Certificates form of certificate evidencing Class A Preferred Units ownership of membership interest shall be separately identified as approved by the Members from time to time. Unit Certificates need not bear a seal of the Company but shall be signed by the Chief Manager and the Secretary of the Company certifying the number and class and series or percentage membership of units/membership interests represented by such unit certificate. Unit certificates, if more than one, shall be consecutively numbered and shall not be entered into the books of the Company as they are issued. Each unit certificate shall bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially on the following formreverse side thereof stating: “THESE SECURITIES HAVE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED, OR ANY STATE AMENDED (THE “SECURITIES LAWS. THESE SECURITIES ACT”) AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SOLD UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES UNDER SUCH ACT OR PURSUANT TO UNLESS AN EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE (AND, IN THE CASE SUCH CASE, AN OPINION OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION COUNSEL REASONABLY SATISFACTORY TO IT THE COMPANY SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT SUCH TRANSACTION DOES OFFER OR SALE IS NOT REQUIRE REGISTRATION REQUIRED TO BE REGISTERED UNDER SUCH THE SECURITIES ACT). THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AGREEMENTS AND OTHER TERMS AND CONDITIONS SET FORTH IN (i) THE THAT CERTAIN MEMBER CONTROL AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIPDATED NOVEMBER 14, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE2011, A COPY OF WHICH MAY BE OBTAINED FROM AGREEMENT IS ON FILE WITH THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESSECRETARY OF THE COMPANY.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested by a Class A B Preferred Holder, the Class A B Preferred Units shall be evidenced by Certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A B Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A B Preferred Units may be imprinted with a legend in substantially the following form: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6OF OCTOBER 14, 2015, AS AMENDED, AND (ii) A THE CLASS A B PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A B Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A B Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A B Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class A Preferred Holder, the Class A The Series E Preferred Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may 133 be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series E Preferred Units. The Certificates evidencing Class A Series E Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class A Series E Preferred Units may be imprinted with a legend in substantially the following form: “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF [●], 20152017, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested by a Class A Preferred HolderThe certificate or certificates representing the Units, the Class A Preferred Units Securities and the Contingent Appreciation Certificates shall be evidenced by Certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend in restricting transfer under the Securities Act, such legend to be substantially the following formas follows: “THESE EACH HOLDER OF THE SECURITIES REPRESENTED HEREBY, BY ITS ACCEPTANCE THEREOF, WILL BE DEEMED TO HAVE ACKNOWLEDGED, REPRESENTED TO AND AGREED WITH THE COMPANY AND THE TRUST THAT SUCH HOLDER UNDERSTANDS AND ACKNOWLEDGES THAT (1) THE SECURITIES AND ANY UNDERLYING SECURITIES OR SECURITIES ISSUABLE PURSUANT THERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE NOT FREELY TRANSFERABLE WITHOUT REGISTRATION UNDER OR AN EXEMPTION FROM THE SECURITIES ACT, (2) THE SECURITIES ARE BEING PURCHASED FOR THE ACCOUNT OF 1933, AS AMENDEDTHE HOLDER WITHOUT A VIEW TO DISTRIBUTE, OR FOR OFFER OR SALE IN CONNECTION WITH ANY STATE DISTRIBUTION OF, THE SECURITIES LAWS. THESE IN VIOLATION OF THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED ACT OR OTHERWISE TRANSFERRED ANY OTHER APPLICABLE SECURITIES LAWS AND (3) IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO REGISTRATION, THE SECURITIES UNDER SUCH ACT OR CAN ONLY BE TRANSFERRED PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, UNDER THE SECURITIES ACT AND UPON DELIVERY OF SUCH CERTIFICATIONS AND AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS AND THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER HOLDER WILL NOTIFY THE TRANSFEREE OF SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, DATED AS MARCH 6, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESRESALE RESTRICTIONS.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested by a holder of Class A Preferred HolderB Units, the Class A Preferred B Units shall be evidenced by Certificates certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirementsrequirements or any other limitations set forth in this Section 5.12, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates Any certificates evidencing Class A Preferred B Units shall be separately identified and shall not bear the same CUSIP number as the Certificates any certificates evidencing Common Units. (ii) The Certificate(sAny certificate(s) representing the Class A Preferred B Units may be imprinted with a legend in substantially the following form: “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF SEPTEMBER [●], 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE2021, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class A Preferred Holder, the Class A The Series D Preferred Units shall be evidenced by Certificates in such form as the Board of Directors General Partner may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units; unless and until the General Partner determines to assign the responsibility to another Person, the Partnership will act as the registrar and transfer agent for the Series D Preferred Units. The Certificates evidencing Class A Series D Preferred Units shall be separately identified Active 344679592 and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (iiB) The Certificate(scertificate(s) representing the Class A Series D Preferred Units may be imprinted with a legend in substantially the following form: “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF FIFTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF APRIL 25, 20152016, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (i) If requested In the sole discretion of the Manager, issued and outstanding Units may be evidenced by a Class A Preferred Holdercertificates. In addition to any other legend which the Company may deem advisable under the Securities Act, the Class A Preferred all certificates representing issued and outstanding Units shall be evidenced by Certificates in such form endorsed as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirements, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates evidencing Class A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates evidencing Common Units. (ii) The Certificate(s) representing the Class A Preferred Units may be imprinted with a legend in substantially the following formfollows: “THESE SECURITIES THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO NUMEROUS CONDITIONS AND RESTRICTIONS, INCLUDING RESTRICTIONS ON TRANSFER, AS SPECIFIED IN THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “LLC AGREEMENT”) OF EPE MANAGEMENT INVESTORS, LLC, A DELAWARE LIMITED LIABILITY COMPANY (THE “COMPANY”) AND MAY BE SUBJECT TO ONE OR MORE MANAGEMENT INCENTIVE UNIT AGREEMENTS, AS MAY BE AMENDED FROM TIME TO TIME BETWEEN THE COMPANY AND ONE OR MORE OF THE MEMBERS OF THE COMPANY. THE UNITS REPRESENTED BY THIS CERTIFICATE (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS. THESE SECURITIES OF THE UNITED STATES OR ANY FOREIGN JURISDICTION AND (B) MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO UNDER THE ACT, (B) APPLICABLE STATE AND FOREIGN SECURITIES UNDER SUCH ACT LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION THEREUNDER ANDREQUIREMENTS OF THE ACT AND SUCH LAWS, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS AND (C) ARE SUBJECT TO AND ARE TRANSFERABLE ONLY UPON COMPLIANCE WITH THE PROVISIONS OF THE LLC AGREEMENT, [CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) SECURED PROMISSORY NOTE AND PLEDGE AGREEMENTS] [bracketed language to be deleted if not applicable] AND THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIPEPE ACQUISITION, DATED AS MARCH 6, 2015LLC, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENTRESTATED, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE, A COPY OF WHICH MAY BE OBTAINED SUPPLEMENTED OR MODIFIED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICESTIME TO TIME.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.

Certificates. (iA) If requested by a Class Series A Preferred HolderUnitholder, the Class Series A Preferred Units shall be evidenced by Certificates certificates in such form as the Board of Directors may approve and, subject to the satisfaction of any applicable legal, regulatory and contractual requirementsrequirements or any other limitations set forth in this Section 5.11, may be assigned or transferred in a manner identical to the assignment and transfer of other Units. The Certificates Any certificates evidencing Class Series A Preferred Units shall be separately identified and shall not bear the same CUSIP number as the Certificates any certificates evidencing Common Units. (iiB) The Certificate(sAny certificate(s) representing the Class Series A Preferred Units may be imprinted with a legend in substantially the following form: “NEITHER THE OFFER NOR SALE OF THESE SECURITIES HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE ISSUER PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE AGREEMENT OF FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS MARCH 6OF SEPTEMBER 10, 2015, AS AMENDED, AND (ii) A CLASS A PREFERRED UNIT PURCHASE AGREEMENT, BY AND BETWEEN THE PARTNERSHIP AND THE UNIT PURCHASERS PARTY THERETO, IN EACH CASE2021, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.” (iii) In connection with a sale of Class A Preferred Units pursuant to an effective registration statement or in reliance on Rule 144 of the rules and regulations promulgated under the Securities Act, upon receipt by the Partnership of such information as the Partnership reasonably deems necessary to determine that the sale of the Class A Preferred Units is made in compliance with Rule 144, the Partnership shall remove or cause to be removed the restrictive legend from the Certificate(s) representing such Class A Preferred Units (or the book-entry account maintained by the Transfer Agent), and the Partnership shall bear all costs associated therewith.