Common use of Issuance of Additional Units Clause in Contracts

Issuance of Additional Units. (i) After the Effective Date, the Partnership may issue additional Preferred Units to the Institutional Investor and the Intrepid Investor in accordance with the terms of this Section 3.1(c)(i) and Section 3.1(c)(iii) with a purchase price for each such Preferred Unit of $1,000 per Preferred Unit, as determined by the General Partner and subject to the limitations contained in the GP LLC Agreement. Prior to issuing any such Preferred Units, the General Partner shall send a written notice notifying the Institutional Investor and the Intrepid Investor of the number of additional Preferred Units the Partnership desires to issue. Upon receipt of such notice, the Intrepid Investor shall have ten (10) Business Days to elect to participate in such issuance (the “Intrepid Election Period”). The Intrepid Investor may purchase up to three percent (3.0%) of such additional Preferred Units by delivering written notice to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period, which notice shall be irrevocable and shall identify how many of the additional Preferred Units the Intrepid Investor desires to purchase. If the Intrepid Investor fails to deliver such written notice to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period irrevocably committing the Intrepid Investor to purchase three percent (3%) of such additional Preferred Units in the issuance (or at least such lesser amount that would result in the Intrepid Investor owning not more than a total of 24,000 Preferred Units in the aggregate after giving effect to the purchase), then the Intrepid Investor shall not be permitted to participate in such issuance. (ii) If, after the Effective Date, (A) an event of default or borrowing base deficiency (or analogous term or event) under any Senior Debt Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries (including, without limitation, any Replacement Credit Agreement) has occurred and such event of default remains uncured by the Partnership or other Subsidiary, as applicable, then for ten (10) Business Days following receipt by the General Partner of notice of such event or default or (B) any Senior Debt Agreement, Replacement Credit Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries prohibits either the payment by the Partnership of any Tax Distributions or, following the date that is 12 months following the Effective Date, Distributions in cash on the Preferred Units pursuant to Section 4.1(b) and such prohibition persists for ten (10) Business Days after the date such Distribution is due to be paid, then, the Institutional Investor shall have the right, in its sole discretion, to elect to cause the Partnership to issue additional Preferred Units, which number of Preferred Units shall be determined by the Institutional Investor and the Intrepid Investor in accordance with this Section 3.01(c)(ii) and Section 3.01(c)(iii) in its sole discretion following consultation with the Board, to the Institutional Investor and the Intrepid Investor on the same terms and conditions that the Preferred Units were issued to the Institutional Investor on the Effective Date. In order to exercise such right, the Institutional Investor shall deliver a written notice (an “Additional Preferred Units Notice”) to the General Partner and to the Intrepid Investor setting forth the request and the number of Preferred Units to be issued by the Partnership. Upon receipt of the Additional Preferred Units Notice for a period of ten (10) Business Days after receiving such notice, the Intrepid Investor may elect to purchase up to three percent (3%) of the number of Preferred Units identified in the Additional Preferred Units Notice by delivering a written notice to the General Partner and the Institutional Investor notifying them of such election and irrevocably committing to purchase an identified number of Preferred Units. After the conclusion of such ten (10) Business Days, the General Partner and the Board shall be required to cause the Partnership (x) to enter into a purchase agreement with the Institutional Investor and, if the Intrepid Investor elects to participate, the Intrepid Investor, in substantially the same form attached hereto as Exhibit A (with any such changes to the extent the parties thereto may mutually agree) and (y) to issue the number of Preferred Units set forth in the Additional Preferred Units Notice within twenty (20) Business Days of receipt of the Additional Preferred Units Notice in accordance with such Securities Purchase Agreement. The Partnership shall use the proceeds from the issuance of such Preferred Units to the Institutional Investor and, if the Intrepid Investor elected to participate, the Intrepid Investor, solely to apply to outstanding Indebtedness of the Partnership and its Subsidiaries under the Senior Debt Agreements or any other agreements governing any material Indebtedness of the Partnership or any of its Subsidiaries (including a Replacement Credit Agreement) so as to remedy the applicable condition(s) described in clauses (A) and (B) of this Section 3.1(c)(ii). (iii) If (A) additional Preferred Units are to be issued pursuant to Section 3.1(c)(i) or Section 3.1(c)(ii) at any time during the period commencing on the Effective Date and ending on the second anniversary of the Effective Date, (B) the total number of Preferred Units then outstanding is not in excess of 800,000 Preferred Units and (C) the Intrepid Investor does not elect to purchase three percent (3.0%) of the proposed issuance (whether by failing to respond or expressly declining to participate), then the Institutional Investor shall have ten (10) Business Days after such failure or refusal by the Intrepid Investor to deliver to the Intrepid Investor a written election notice, which shall be irrevocable (a “Purchase Notice”), stating that the Institutional Investor commits to purchase the Preferred Units held by the Intrepid Investor and its Permitted Transferees, if any, at a price per Preferred Unit equal to the lesser of (1) $650.00 and (2) sixty-five percent (65.0%) of the fair market value of a Preferred Unit, payable in cash or immediately available funds; provided, however, in no event will the Institutional Investor have the right to so purchase Preferred Units from the Intrepid Investor and its Permitted Transferees, if any, pursuant to the Purchase Election if the Intrepid Investor and its Permitted Transferees, if any, (X) then own not less than a total of 24,000 Preferred Units in the aggregate (including any Preferred Units proposed by Intrepid to be purchased concurrently with such proposed issuance) or (Y) has or have elected to purchase a number of additional Preferred Units such that the total number of Preferred Units that will be owned after giving effect to such purchase(s) by the Intrepid Investor and its Permitted Transferee(s), if any, will not be less than 24,000. The closing of the purchase by the Institutional Investor from the Intrepid Investor and its Permitted Transferee(s), if any, of the Preferred Units owned by the Intrepid Investor and such Permitted Transferee(s) shall occur within ten (10) Business Days after delivery of the Purchase Notice to the Intrepid Investor. (iv) At any time following the Effective Date, the Partnership may issue Common Units, as determined by the General Partner.

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

Issuance of Additional Units. (ia) After At any time after the Effective Datedate hereof, without the Partnership may issue additional Preferred Units to the Institutional Investor and the Intrepid Investor in accordance with the terms consent of this Section 3.1(c)(i) and Section 3.1(c)(iii) with a purchase price for each such Preferred Unit of $1,000 per Preferred Unit, as determined by the General Partner and subject to the limitations contained in the GP LLC Agreement. Prior to issuing any such Preferred UnitsLimited Partner, the General Partner shall send a written notice notifying the Institutional Investor and the Intrepid Investor of the number of additional Preferred Units the Partnership desires to issue. Upon receipt of such notice, the Intrepid Investor shall have ten (10) Business Days to elect to participate in such issuance (the “Intrepid Election Period”). The Intrepid Investor may purchase up to three percent (3.0%) of such additional Preferred Units by delivering written notice to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period, which notice shall be irrevocable and shall identify how many of the additional Preferred Units the Intrepid Investor desires to purchase. If the Intrepid Investor fails to deliver such written notice to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period irrevocably committing the Intrepid Investor to purchase three percent (3%) of such additional Preferred Units in the issuance (or at least such lesser amount that would result in the Intrepid Investor owning not more than a total of 24,000 Preferred Units in the aggregate after giving effect to the purchase), then the Intrepid Investor shall not be permitted to participate in such issuance. (ii) If, after the Effective Date, (A) an event of default or borrowing base deficiency (or analogous term or event) under any Senior Debt Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries (including, without limitation, any Replacement Credit Agreement) has occurred and such event of default remains uncured by the Partnership or other Subsidiary, as applicable, then for ten (10) Business Days following receipt by the General Partner of notice of such event or default or (B) any Senior Debt Agreement, Replacement Credit Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries prohibits either the payment by the Partnership of any Tax Distributions or, following the date that is 12 months following the Effective Date, Distributions in cash on the Preferred Units pursuant to Section 4.1(b) and such prohibition persists for ten (10) Business Days after the date such Distribution is due to be paid, then, the Institutional Investor shall have the right, in its sole discretion, to elect to cause the Partnership to issue additional Units (including Common Units and Preferred Units) to the Parent REIT, which number the Subsidiary REIT, the Regency Partner (in connection with a contribution of Preferred Properties pursuant to the Exclusivity Agreement) or an Affiliate of the Regency Partner (in connection with a contribution of Properties pursuant to the Exclusivity Agreement) and reflect such issuance on an amendment or supplement to Exhibit A, in exchange for Capital Contributions; provided, however, that the issuance of Common Units at other than Net Asset Value Per Unit is subject to the approval of the Advisory Council, pursuant to Section 5.5(g), except that during the Initial Investment Period Common Units shall be determined by issued at a price equal to the Institutional Investor and greater of Net Asset Value Per Unit or one thousand dollars ($1,000) per Unit provided, however, that Common Units issued as a result of the Intrepid Investor investment of proceeds from the issuance of Fund Limited Partner Units to Fund Limited Partners that became Fund Limited Partners prior to June 30, 2007 will be issued at one thousand dollars ($1,000) per Common Unit until such time as all Fund Limited Partners that became Fund Limited Partners prior to June 30, 2007 (other than any Delinquent Limited Partner (as defined in the Fund Partnership Agreement) or any other Fund Limited Partner that is delinquent in making capital contributions to a Feeder Partnership) have made Capital Contributions such that they all have the same Unfunded Capital Percentage. The Partnership shall not issue additional Preferred Units unless it is necessary or advisable to do so in order to maintain the status of the Subsidiary REIT or Parent REIT as a REIT. The Partnership shall not issue any partnership interests or equity securities other than Preferred Units or Common Units issued in accordance with this Section 3.01(c)(ii2.3. (b) Except as otherwise provided herein, from and Section 3.01(c)(iiiafter the date hereof, the Subsidiary REIT shall not issue any additional Subsidiary REIT Common Shares or Subsidiary REIT Preferred Shares, unless (1) in its sole discretion following consultation with the Board, Subsidiary REIT contributes to the Institutional Investor and Partnership the Intrepid Investor on the same terms and conditions that the Preferred Units were issued to the Institutional Investor on the Effective Date. In order to exercise such right, the Institutional Investor shall deliver a written notice (an “Additional Preferred Units Notice”) to the General Partner and to the Intrepid Investor setting forth the request and the number of Preferred Units to be issued by the Partnership. Upon receipt of the Additional Preferred Units Notice for a period of ten (10) Business Days after receiving such notice, the Intrepid Investor may elect to purchase up to three percent (3%) of the number of Preferred Units identified in the Additional Preferred Units Notice by delivering a written notice to the General Partner and the Institutional Investor notifying them of such election and irrevocably committing to purchase an identified number of Preferred Units. After the conclusion of such ten (10) Business Days, the General Partner and the Board shall be required to cause the Partnership (x) to enter into a purchase agreement with the Institutional Investor and, if the Intrepid Investor elects to participate, the Intrepid Investor, in substantially the same form attached hereto as Exhibit A (with any such changes to the extent the parties thereto may mutually agree) and (y) to issue the number of Preferred Units set forth in the Additional Preferred Units Notice within twenty (20) Business Days of receipt of the Additional Preferred Units Notice in accordance with such Securities Purchase Agreement. The Partnership shall use the net proceeds from the issuance of such Subsidiary REIT Common Shares or Subsidiary REIT Preferred Units to the Institutional Investor and, if the Intrepid Investor elected to participate, the Intrepid Investor, solely to apply to outstanding Indebtedness of the Partnership and its Subsidiaries under the Senior Debt Agreements or any other agreements governing any material Indebtedness of the Partnership or any of its Subsidiaries (including a Replacement Credit Agreement) so as to remedy the applicable condition(s) described in clauses (A) and (B) of this Section 3.1(c)(ii). (iii) If (A) additional Preferred Units are to be issued pursuant to Section 3.1(c)(i) or Section 3.1(c)(ii) at any time during the period commencing on the Effective Date and ending on the second anniversary of the Effective Date, (B) the total number of Preferred Units then outstanding is not in excess of 800,000 Preferred Units and (C) the Intrepid Investor does not elect to purchase three percent (3.0%) of the proposed issuance (whether by failing to respond or expressly declining to participate), then the Institutional Investor shall have ten (10) Business Days after such failure or refusal by the Intrepid Investor to deliver to the Intrepid Investor a written election notice, which shall be irrevocable (a “Purchase Notice”), stating that the Institutional Investor commits to purchase the Preferred Units held by the Intrepid Investor and its Permitted Transferees, if any, at a price per Preferred Unit equal to the lesser of (1) $650.00 Shares; and (2) sixty-five percent (65.0%) of the fair market value of a Preferred Unit, payable in cash General Partner causes the Partnership to issue to the Subsidiary REIT either Common Units or immediately available funds; provided, however, in no event will the Institutional Investor have the right to so purchase Preferred Units from the Intrepid Investor having designations, preferences and its Permitted Transfereesother rights, if any, pursuant to the Purchase Election if the Intrepid Investor and its Permitted Transferees, if any, (X) then own not less than a total of 24,000 Preferred Units in the aggregate (including any Preferred Units proposed by Intrepid to be purchased concurrently with such proposed issuance) or (Y) has or have elected to purchase a number of additional Preferred Units all such that the total number of Preferred Units that will be owned after giving effect economic interests are substantially similar to such purchase(s) by the Intrepid Investor and its Permitted Transferee(s), if any, will not be less than 24,000. The closing those of the purchase by the Institutional Investor from the Intrepid Investor and its Permitted Transferee(s), if any, of the Subsidiary REIT Common Shares or Subsidiary REIT Preferred Units owned by the Intrepid Investor and such Permitted Transferee(s) shall occur within ten (10) Business Days after delivery of the Purchase Notice to the Intrepid InvestorShares. (ivc) At any time following Except as otherwise provided herein, from and after the Effective Datedate hereof, the Parent REIT shall not issue any additional Parent REIT Preferred Shares, unless (1) the Parent REIT contributes to the Partnership may the net proceeds from the issuance of such Parent REIT Preferred Shares; and (2) the General Partner causes the Partnership to issue to the Parent REIT Preferred Units having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Parent REIT Preferred Shares. (d) The General Partner shall not accept contributions from or issue Common Units, as determined by Units to the General PartnerSubsidiary REIT for proceeds resulting from the issuance of Subsidiary REIT Common Shares to a Feeder Partnership unless and until such Feeder Partnership has become a party to the Umbrella Agreement and complied with its obligations thereunder.

Issuance of Additional Units. (ia) After At any time after the Effective Datedate hereof, without the Partnership may issue additional Preferred Units to the Institutional Investor and the Intrepid Investor in accordance with the terms consent of this Section 3.1(c)(i) and Section 3.1(c)(iii) with a purchase price for each such Preferred Unit of $1,000 per Preferred Unit, as determined by the General Partner and subject to the limitations contained in the GP LLC Agreement. Prior to issuing any such Preferred UnitsLimited Partner, the General Partner shall send a written notice notifying the Institutional Investor and the Intrepid Investor of the number of additional Preferred Units the Partnership desires to issue. Upon receipt of such notice, the Intrepid Investor shall have ten (10) Business Days to elect to participate in such issuance (the “Intrepid Election Period”). The Intrepid Investor may purchase up to three percent (3.0%) of such additional Preferred Units by delivering written notice to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period, which notice shall be irrevocable and shall identify how many of the additional Preferred Units the Intrepid Investor desires to purchase. If the Intrepid Investor fails to deliver such written notice to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period irrevocably committing the Intrepid Investor to purchase three percent (3%) of such additional Preferred Units in the issuance (or at least such lesser amount that would result in the Intrepid Investor owning not more than a total of 24,000 Preferred Units in the aggregate after giving effect to the purchase), then the Intrepid Investor shall not be permitted to participate in such issuance. (ii) If, after the Effective Date, (A) an event of default or borrowing base deficiency (or analogous term or event) under any Senior Debt Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries (including, without limitation, any Replacement Credit Agreement) has occurred and such event of default remains uncured by the Partnership or other Subsidiary, as applicable, then for ten (10) Business Days following receipt by the General Partner of notice of such event or default or (B) any Senior Debt Agreement, Replacement Credit Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries prohibits either the payment by the Partnership of any Tax Distributions or, following the date that is 12 months following the Effective Date, Distributions in cash on the Preferred Units pursuant to Section 4.1(b) and such prohibition persists for ten (10) Business Days after the date such Distribution is due to be paid, then, the Institutional Investor shall have the right, in its sole discretion, to elect to cause the Partnership to issue additional Units (including Common Units and Preferred Units) to the Parent REIT, which number the Subsidiary REIT, the Regency Partner (in connection with a contribution of Preferred Properties pursuant to the Exclusivity Agreement) or an Affiliate of the Regency Partner (in connection with a contribution of Properties pursuant to the Exclusivity Agreement) and reflect such issuance on an amendment or supplement to Exhibit A, in exchange for Capital Contributions; provided, however, that the issuance of Common Units at other than Net Asset Value Per Unit is subject to the approval of the Advisory Council, pursuant to Section 5.5(g), except that during the Initial Investment Period Common Units shall be determined by issued at a price equal to the Institutional Investor and greater of Net Asset Value Per Unit or one thousand dollars ($1,000) per Unit provided, however, that Common Units issued as a result of the Intrepid Investor investment of proceeds from the issuance of Fund Limited Partner Units to Fund Limited Partners that became Fund Limited Partners prior to June 30, 2007 will be issued at one thousand dollars ($1,000) per Common Unit until such time as all Fund Limited Partners that became Fund Limited Partners prior to June 30, 2007 (other than any Delinquent Limited Partner (as defined in the Fund Partnership Agreement) or any other Fund Limited Partner that is delinquent in making capital contributions to a Feeder Partnership) have made Capital Contributions such that they all have the same Unfunded Capital Percentage. The Partnership shall not issue additional Preferred Units unless it is necessary or advisable to do so in order to maintain the status of the Subsidiary REIT or Parent REIT as a REIT. The Partnership shall not issue any partnership interests or equity securities other than Preferred Units or Common Units issued in accordance with this Section 3.01(c)(ii2.3. - 19 - (b) Except as otherwise provided herein, from and Section 3.01(c)(iiiafter the date hereof, the Subsidiary REIT shall not issue any additional Subsidiary REIT Common Shares or Subsidiary REIT Preferred Shares, unless (1) in its sole discretion following consultation with the Board, Subsidiary REIT contributes to the Institutional Investor and Partnership the Intrepid Investor on the same terms and conditions that the Preferred Units were issued to the Institutional Investor on the Effective Date. In order to exercise such right, the Institutional Investor shall deliver a written notice (an “Additional Preferred Units Notice”) to the General Partner and to the Intrepid Investor setting forth the request and the number of Preferred Units to be issued by the Partnership. Upon receipt of the Additional Preferred Units Notice for a period of ten (10) Business Days after receiving such notice, the Intrepid Investor may elect to purchase up to three percent (3%) of the number of Preferred Units identified in the Additional Preferred Units Notice by delivering a written notice to the General Partner and the Institutional Investor notifying them of such election and irrevocably committing to purchase an identified number of Preferred Units. After the conclusion of such ten (10) Business Days, the General Partner and the Board shall be required to cause the Partnership (x) to enter into a purchase agreement with the Institutional Investor and, if the Intrepid Investor elects to participate, the Intrepid Investor, in substantially the same form attached hereto as Exhibit A (with any such changes to the extent the parties thereto may mutually agree) and (y) to issue the number of Preferred Units set forth in the Additional Preferred Units Notice within twenty (20) Business Days of receipt of the Additional Preferred Units Notice in accordance with such Securities Purchase Agreement. The Partnership shall use the net proceeds from the issuance of such Subsidiary REIT Common Shares or Subsidiary REIT Preferred Units to the Institutional Investor and, if the Intrepid Investor elected to participate, the Intrepid Investor, solely to apply to outstanding Indebtedness of the Partnership and its Subsidiaries under the Senior Debt Agreements or any other agreements governing any material Indebtedness of the Partnership or any of its Subsidiaries (including a Replacement Credit Agreement) so as to remedy the applicable condition(s) described in clauses (A) and (B) of this Section 3.1(c)(ii). (iii) If (A) additional Preferred Units are to be issued pursuant to Section 3.1(c)(i) or Section 3.1(c)(ii) at any time during the period commencing on the Effective Date and ending on the second anniversary of the Effective Date, (B) the total number of Preferred Units then outstanding is not in excess of 800,000 Preferred Units and (C) the Intrepid Investor does not elect to purchase three percent (3.0%) of the proposed issuance (whether by failing to respond or expressly declining to participate), then the Institutional Investor shall have ten (10) Business Days after such failure or refusal by the Intrepid Investor to deliver to the Intrepid Investor a written election notice, which shall be irrevocable (a “Purchase Notice”), stating that the Institutional Investor commits to purchase the Preferred Units held by the Intrepid Investor and its Permitted Transferees, if any, at a price per Preferred Unit equal to the lesser of (1) $650.00 Shares; and (2) sixty-five percent (65.0%) of the fair market value of a Preferred Unit, payable in cash General Partner causes the Partnership to issue to the Subsidiary REIT either Common Units or immediately available funds; provided, however, in no event will the Institutional Investor have the right to so purchase Preferred Units from the Intrepid Investor having designations, preferences and its Permitted Transfereesother rights, if any, pursuant to the Purchase Election if the Intrepid Investor and its Permitted Transferees, if any, (X) then own not less than a total of 24,000 Preferred Units in the aggregate (including any Preferred Units proposed by Intrepid to be purchased concurrently with such proposed issuance) or (Y) has or have elected to purchase a number of additional Preferred Units all such that the total number of Preferred Units that will be owned after giving effect economic interests are substantially similar to such purchase(s) by the Intrepid Investor and its Permitted Transferee(s), if any, will not be less than 24,000. The closing those of the purchase by the Institutional Investor from the Intrepid Investor and its Permitted Transferee(s), if any, of the Subsidiary REIT Common Shares or Subsidiary REIT Preferred Units owned by the Intrepid Investor and such Permitted Transferee(s) shall occur within ten (10) Business Days after delivery of the Purchase Notice to the Intrepid InvestorShares. (ivc) At any time following Except as otherwise provided herein, from and after the Effective Datedate hereof, the Parent REIT shall not issue any additional Parent REIT Preferred Shares, unless (1) the Parent REIT contributes to the Partnership may the net proceeds from the issuance of such Parent REIT Preferred Shares; and (2) the General Partner causes the Partnership to issue to the Parent REIT Preferred Units having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Parent REIT Preferred Shares. (d) The General Partner shall not accept contributions from or issue Common Units, as determined by Units to the General PartnerSubsidiary REIT for proceeds resulting from the issuance of Subsidiary REIT Common Shares to a Feeder Partnership unless and until such Feeder Partnership has become a party to the Umbrella Agreement and complied with its obligations thereunder.

Issuance of Additional Units. (ia) After If after the Effective Dateinitial capitalization of the Company the Board of Managers determines in its absolute discretion that it is in the best interest of the Company to raise additional capital, then, the Partnership Board of Managers may issue in its absolute discretion, and is hereby granted all requisite authority to, raise additional Preferred capital for the Company by issuing additional Units pursuant to the Institutional Investor and the Intrepid Investor in accordance with the terms of this Section 3.1(c)(i3.4. (b) If the Board of Managers determines to issue additional Units (the “Additional Units”) in accordance with the provisions of Section 3.4(a), then prior to offering the Additional Units to any Person (a “Third Party”) other than the Members and Section 3.1(c)(iiitheir Affiliates, the Board of Managers shall offer such Additional Units to the Members in writing. The Members shall have the right for ten (10) with days following the giving of notice of such offer in writing to purchase all or any portion of such Additional Units for a purchase price equal to the Additional Units Purchase Price. Each Member that elects to purchase Additional Units shall be entitled to purchase, for a pro rata portion of the Additional Unit Purchase Price (such pro rata portion for each electing Member, its “Additional Capital Contribution”), a portion of the Additional Units equal to the Additional Units to be issued multiplied by a fraction, the numerator of which shall be the Member Percentage Interest of such Preferred Member, and the denominator of which shall be the sum of the Percentage Interests of all the Members electing to purchase Additional Units. To the extent a Member does not elect to purchase all the Additional Units to which such Member is entitled, then other Members may purchase such excess Additional Units in the same proportion that each such other Member’s Percentage Interest bears to the aggregate Member Percentage Interests of all the other Members that elect to purchase such excess Additional Units. (c) Any Additional Units not purchased by the Members under subsection (b) above may, if the Board of Managers so elects in its absolute discretion, be offered and sold to Third Parties for the Additional Unit Purchase Price. The Board of $1,000 per Preferred Managers shall determine whether to refuse or admit any such Third Party to the Company and such determination shall be conclusive and binding upon the Company and the Members. Each Third Party offeree that the Board of Managers determines to admit as a Member shall become a Member and be reflected as such on the records of the Company at such time as such individual or entity (i) makes the representations set forth in Section 3.7 of this Agreement, (ii) subject to Section 3.4(d), pays the Company cash in the amount of the portion of the Additional Units Purchase Price payable upon admission that is allocable to the Additional Units to be acquired by such Third Party, (iii) executes and delivers a counterpart of this Agreement or an instrument of joinder to this Agreement that is approved by the Board of Managers, and (iv) performs or satisfies such other conditions as the Board of Managers may in its absolute discretion deem appropriate. (d) The “Additional Unit Purchase Price” and the Percentage Interest to be assigned to the Additional Investor Unit shall each be based on the fair market value of the Additional Investor Unit, as determined by the General Partner and subject to the limitations contained Board of Managers in the GP LLC Agreement. Prior to issuing any such Preferred Units, the General Partner shall send a written notice notifying the Institutional Investor and the Intrepid Investor of the number of additional Preferred Units the Partnership desires to issue. Upon receipt of such notice, the Intrepid Investor shall have ten (10) Business Days to elect to participate in such issuance (the “Intrepid Election Period”). The Intrepid Investor may purchase up to three percent (3.0%) of such additional Preferred Units by delivering written notice to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period, which notice shall be irrevocable and shall identify how many of the additional Preferred Units the Intrepid Investor desires to purchase. If the Intrepid Investor fails to deliver such written notice to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period irrevocably committing the Intrepid Investor to purchase three percent (3%) of such additional Preferred Units in the issuance (or at least such lesser amount that would result in the Intrepid Investor owning not more than a total of 24,000 Preferred Units in the aggregate after giving effect to the purchase), then the Intrepid Investor shall not be permitted to participate in such issuance. (ii) If, after the Effective Date, (A) an event of default or borrowing base deficiency (or analogous term or event) under any Senior Debt Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries (including, without limitation, any Replacement Credit Agreement) has occurred and such event of default remains uncured by the Partnership or other Subsidiary, as applicable, then for ten (10) Business Days following receipt by the General Partner of notice of such event or default or (B) any Senior Debt Agreement, Replacement Credit Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries prohibits either the payment by the Partnership of any Tax Distributions or, following reasonable discretion on the date that is 12 months following the Effective Date, Distributions in cash of its decision to issue Additional Units on the Preferred Units pursuant to Section 4.1(b) and such prohibition persists for ten (10) Business Days after the date such Distribution is due to be paid, then, the Institutional Investor shall have the right, in its sole discretion, to elect to cause the Partnership to issue additional Preferred Units, which number of Preferred Units shall be determined by the Institutional Investor and the Intrepid Investor in accordance with this Section 3.01(c)(ii) and Section 3.01(c)(iii) in its sole discretion following consultation with the Board, to the Institutional Investor and the Intrepid Investor on the same terms and conditions that the Preferred Units were issued to the Institutional Investor on the Effective Date. In order to exercise such right, the Institutional Investor shall deliver a written notice (an “Additional Preferred Units Notice”) to the General Partner and to the Intrepid Investor setting forth the request and the number of Preferred Units to be issued by the Partnership. Upon receipt of the Additional Preferred Units Notice for a period of ten (10) Business Days after receiving such notice, the Intrepid Investor may elect to purchase up to three percent (3%) of the number of Preferred Units identified in the Additional Preferred Units Notice by delivering a written notice to the General Partner and the Institutional Investor notifying them of such election and irrevocably committing to purchase an identified number of Preferred Units. After the conclusion of such ten (10) Business Days, the General Partner and the Board shall be required to cause the Partnership (x) to enter into a purchase agreement with the Institutional Investor and, if the Intrepid Investor elects to participate, the Intrepid Investor, in substantially the same form attached hereto as Exhibit A (with any such changes to the extent the parties thereto may mutually agree) and (y) to issue the number of Preferred Units set forth in the Additional Preferred Units Notice within twenty (20) Business Days of receipt of the Additional Preferred Units Notice in accordance with such Securities Purchase Agreement. The Partnership shall use the proceeds from the issuance of such Preferred Units to the Institutional Investor and, if the Intrepid Investor elected to participate, the Intrepid Investor, solely to apply to outstanding Indebtedness of the Partnership and its Subsidiaries under the Senior Debt Agreements or any other agreements governing any material Indebtedness of the Partnership or any basis of its Subsidiaries (including a Replacement Credit Agreement) so as to remedy the applicable condition(s) described in clauses (A) and (B) of this Section 3.1(c)(ii). (iii) If (A) additional Preferred Units are to be issued pursuant to Section 3.1(c)(i) or Section 3.1(c)(ii) at any time during the period commencing on the Effective Date and ending on the second anniversary of the Effective Date, (B) the total number of Preferred Units then outstanding is not in excess of 800,000 Preferred Units and (C) the Intrepid Investor does not elect to purchase three percent (3.0%) of the proposed issuance (whether by failing to respond or expressly declining to participate), then the Institutional Investor shall have ten (10) Business Days after such failure or refusal by the Intrepid Investor to deliver to the Intrepid Investor a written election notice, which shall be irrevocable (a “Purchase Notice”), stating that the Institutional Investor commits to purchase the Preferred Units held by the Intrepid Investor and its Permitted Transferees, if any, at a price per Preferred Unit equal to the lesser of (1) $650.00 and (2) sixty-five percent (65.0%) determination of the fair market value of a Preferred Unitthe assets of the Company and the Percentage Interests of the Members, subject to Section 3.4(f). The Additional Unit Purchase Price shall be payable in cash or immediately available funds; provided, however, in no event will at the Institutional Investor have the right to so purchase Preferred Units from the Intrepid Investor and its Permitted Transferees, if any, pursuant to the Purchase Election if the Intrepid Investor and its Permitted Transferees, if any, (X) then own not less than a total of 24,000 Preferred Units in the aggregate (including any Preferred Units proposed by Intrepid to be purchased concurrently with such proposed issuance) or (Y) has or have elected to purchase a number of additional Preferred Units such that the total number of Preferred Units that will be owned after giving effect to such purchase(s) by the Intrepid Investor and its Permitted Transferee(s), if any, will not be less than 24,000. The closing time of the purchase by the Institutional Investor from the Intrepid Investor and its Permitted Transferee(s), if any, issuance of the Preferred Additional Units owned by the Intrepid Investor and/or in installments and such Permitted Transferee(s) shall occur within ten (10) Business Days after delivery of the Purchase Notice to the Intrepid Investor. (iv) At any time following the Effective Date, the Partnership may issue Common Units, at times as determined by the General PartnerBoard of Managers in its absolute discretion. (e) Upon the issuance of any Additional Units, the Board of Managers is authorized to reflect the Capital Contributions of each of the additional Members and to restate the Percentage Interests of each of the Members. Upon the issuance of any Additional Units, the Board of Managers is authorized to restate the Capital Accounts of the Members to reflect their respective shares of the fair market value of the assets of the Company as determined pursuant to this Section 3.4. (f) The determinations of the fair market value of the Additional Units and of the deemed fair market value of the Company described in this Section 3.5 shall lie within the reasonable discretion of the Board of Managers, it being recognized by the Members that there will be no market for the Units.

Issuance of Additional Units. (ia) After Subject to the Effective Dateprovisions of this Article III, the Partnership Managing Member shall have the right to cause the Company to issue or create and issue at any time after the date hereof, additional Company Interests in the form of Units, at any time and from time to time, in one or more classes, or one or more series of any such classes, with such designations, preferences, conversion or other rights, voting powers, restrictions, rights to distributions, qualifications and terms and conditions of redemption (including rights that may issue additional Preferred Units be senior to or otherwise entitled to preference over existing Company Interests) as are set forth in a written document thereafter attached to and made an exhibit to this Agreement, which exhibit shall be an amendment to this Agreement and shall be incorporated herein by reference (each, a “Unit Designation”), provided they are substantially equivalent to the Institutional Investor and additional Equity Securities issued from time to time by INC. Upon the Intrepid Investor in accordance with the terms issuance of this Section 3.1(c)(i) and Section 3.1(c)(iii) with a purchase price for each such Preferred Unit of $1,000 per Preferred Unit, as determined by the General Partner and subject to the limitations contained in the GP LLC Agreement. Prior to issuing any such Preferred additional Units, the General Partner Company shall send a written notice notifying amend the Institutional Investor Schedule of Members and the Intrepid Investor books and records of the number of additional Preferred Units Company as appropriate to reflect the Partnership desires to issue. Upon receipt of such notice, the Intrepid Investor shall have ten (10) Business Days to elect to participate in such issuance (the “Intrepid Election Period”). The Intrepid Investor may purchase up to three percent (3.0%) of such additional Preferred Units by delivering written notice to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period, which notice shall be irrevocable and shall identify how many of the additional Preferred Units the Intrepid Investor desires to purchase. If the Intrepid Investor fails to deliver such written notice to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period irrevocably committing the Intrepid Investor to purchase three percent (3%) of such additional Preferred Units in the issuance (or at least such lesser amount that would result in the Intrepid Investor owning not more than a total of 24,000 Preferred Units in the aggregate after giving effect to the purchase), then the Intrepid Investor shall not be permitted to participate in such issuance. (iib) IfExcept pursuant to a subdivision or combination of the Units referred to in Section 3.05(d), after the Effective Date, no additional Units shall be issued to INC unless (i) (A) an event of default or borrowing base deficiency (or analogous term or event) under any Senior Debt Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries (including, without limitation, any Replacement Credit Agreement) has occurred and such event of default remains uncured by the Partnership or other Subsidiary, as applicable, then for ten (10) Business Days following receipt by the General Partner of notice of such event or default or (B) any Senior Debt Agreement, Replacement Credit Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries prohibits either the payment by the Partnership of any Tax Distributions or, following the date that is 12 months following the Effective Date, Distributions in cash on the Preferred additional Units pursuant to Section 4.1(b) and such prohibition persists for ten (10) Business Days after the date such Distribution is due to be paid, then, the Institutional Investor shall have the right, in its sole discretion, to elect to cause the Partnership to issue additional Preferred Units, which number of Preferred Units shall be determined by the Institutional Investor and the Intrepid Investor in accordance with this Section 3.01(c)(ii) and Section 3.01(c)(iii) in its sole discretion following consultation with the Board, to the Institutional Investor and the Intrepid Investor on the same terms and conditions that the Preferred Units were issued to the Institutional Investor on the Effective Date. In order to exercise such right, the Institutional Investor shall deliver a written notice (an “Additional Preferred Units Notice”) to the General Partner and to the Intrepid Investor setting forth the request and the number of Preferred Units to be issued by the Partnership. Upon receipt of the Additional Preferred Units Notice for a period of ten (10) Business Days after receiving such notice, the Intrepid Investor may elect to purchase up to three percent (3%) of the number of Preferred Units identified in the Additional Preferred Units Notice by delivering a written notice to the General Partner and the Institutional Investor notifying them of such election and irrevocably committing to purchase an identified number of Preferred Units. After the conclusion of such ten (10) Business Days, the General Partner and the Board shall be required to cause the Partnership are (x) to enter into a purchase agreement Class A Units issued in connection with the Institutional Investor andan issuance of Class A Common Shares, if the Intrepid Investor elects to participate, the Intrepid Investor, in substantially the same form attached hereto as Exhibit A (with any such changes to the extent the parties thereto may mutually agree) and (y) to issue the number of Preferred Class B Units set forth issued in the Additional Preferred Units Notice within twenty (20) Business Days of receipt of the Additional Preferred Units Notice in accordance connection with such Securities Purchase Agreement. The Partnership shall use the proceeds from the an issuance of such Preferred Class B-1 Common Shares or (z) Company Equivalent Units to the Institutional Investor and, if the Intrepid Investor elected to participate, the Intrepid Investor, solely to apply to outstanding Indebtedness (other than Company Common Units) issued in connection with an issuance of the Partnership and its Subsidiaries under the Senior Debt Agreements or any Equity Securities (other agreements governing any material Indebtedness of the Partnership or any of its Subsidiaries (including a Replacement Credit Agreement) so as to remedy the applicable condition(s) described in clauses (Athan Common Shares) and (B) of this Section 3.1(c)(ii). (iii) If (A) additional Preferred Units are to be issued pursuant to Section 3.1(c)(i) or Section 3.1(c)(ii) at any time during the period commencing on the Effective Date and ending on the second anniversary of the Effective Date, (B) the total number of Preferred Units then outstanding is not in excess of 800,000 Preferred Units and (C) the Intrepid Investor does not elect to purchase three percent (3.0%) of the proposed issuance (whether by failing to respond or expressly declining to participate), then the Institutional Investor shall have ten (10) Business Days after such failure or refusal by the Intrepid Investor to deliver subject to the Intrepid Investor a written election noticeproviso in Section 3.05(c) with respect to expenses or other obligations of INC, which shall be irrevocable (a “Purchase Notice”), stating that INC contributed to the Institutional Investor commits to purchase Company the Preferred Units held cash proceeds or other consideration received by the Intrepid Investor and its Permitted Transfereesit, if any, at a price per Preferred Unit equal in connection with the issuance of Equity Securities or (ii) the additional Units are issued upon the conversion, redemption or exchange of Debt, Units or other securities issued by the Company. (c) INC shall not issue any additional Equity Securities unless INC contributes the cash proceeds or other consideration received, if any, from the issuance of the additional Equity Securities including from the exercise of the rights contained in any additional New Securities to the lesser Company in exchange for (x) in the case of an issuance of Class A Common Shares, Class A Units, (1y) $650.00 and in 15 the case of an issuance of Class B-1 Common Shares, Class B Units or (2z) sixty-five percent in the case of an issuance of Equity Securities (65.0%) of the fair market value of a Preferred Unitother than Common Shares), payable in cash or immediately available fundsCompany Equivalent Units; provided, however, that if INC issues any Equity Securities some or all of the net proceeds of which are to be used to fund expenses or other obligations of INC for which INC would be permitted to be reimbursed pursuant to Section 6.04, then INC shall not be required to transfer any such proceeds to the Company to the extent the proceeds are used or will be used to fund those expenses or obligations. In consideration of the receipt by the Company of the proceeds or other consideration received in no event will respect of any such issuance, the Institutional Investor have Company shall pay INC's expenses associated with the right to so purchase Preferred Units from issuance, including any underwriting discounts or commissions. If INC issues any additional Equity Securities, the Intrepid Investor and its Permitted Transferees, if anyCompany shall, pursuant to the Purchase Election if the Intrepid Investor and its Permitted Transfereesand, if anyin accordance with, (Xthis Section 3.05(c) then own not less than a total without any further act, approval or vote of 24,000 Preferred Units in the aggregate (including any Preferred Units proposed by Intrepid to be purchased concurrently with such proposed issuance) or (Y) has or have elected to purchase Member, issue a number of additional Preferred the corresponding Company Equivalent Units such that to INC equal to the total number of Preferred Units that will be owned after giving Equity Securities so issued. (d) The Company shall not in any manner effect to such purchase(sany subdivision (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combination (by the Intrepid Investor and its Permitted Transferee(s)reverse stock split, if anyreclassification, will not be less than 24,000. The closing recapitalization or otherwise) of the purchase outstanding Units unless accompanied by the Institutional Investor from the Intrepid Investor and its Permitted Transferee(s)an identical subdivision or combination, if anyas applicable, of the Preferred Units owned corresponding outstanding Equity Securities, with corresponding changes made with respect to any other exchangeable or convertible securities. INC shall not in any manner effect any subdivision (by the Intrepid Investor and such Permitted Transferee(sany stock split, stock dividend, reclassification, recapitalization or otherwise) shall occur within ten or combination (10by reverse stock split, reclassification, recapitalization or otherwise) Business Days after delivery of the Purchase Notice outstanding Equity Securities unless accompanied by an identical subdivision or combination, as applicable, of the corresponding outstanding Units, with corresponding changes made with respect to any other exchangeable or convertible securities. For the Intrepid Investoravoidance of doubt, (i) Class B-1 Common Shares shall be deemed to correspond to Class B Units and (ii) Class A Common Shares and Class B-2 Common Shares shall be deemed to correspond to Class A Units. (ive) At Notwithstanding anything herein to the contrary, if at any time following the Effective Datetime, the Partnership may Company issues Class A Units to a Non-Managing Member, INC shall issue to that Member an equivalent number of Class B-2 Common UnitsShares and such Class A Units and Class B-2 Common Shares shall constitute Paired Interests for purposes of this Agreement. (f) Except as expressly provided in this Agreement (including in any Unit Designation), as determined by the General Partnerno Person shall have any preemptive, preferential, participation or similar rights to subscribe for, or acquire, any Company Interest.

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

Issuance of Additional Units. (i) After Each Investor shall (A) if the Effective DateCompany has less than $53,000,000 in cash on its balance sheet as of January 1, 2025, promptly following January 1, 2025 but in no event later than January 15, 2025, make an additional cash contribution of its pro rata portion of the Partnership may issue additional Preferred Units amount equal to (x) $53,000,000 minus (y) the Institutional Investor and amount of cash on the Intrepid Investor in accordance with Company’s balance sheet as of January 1, 2025 (the terms of this Section 3.1(c)(i“Mandatory Cash Contributions”) and Section 3.1(c)(iii(B) with a purchase price for each make additional cash contributions at such Preferred Unit of $1,000 per Preferred Unit, times as determined by the General Partner and subject to the limitations contained in the GP LLC Agreement. Prior to issuing any such Preferred Units, the General Partner shall send a written notice notifying the Institutional Investor and the Intrepid Investor of the number of additional Preferred Units the Partnership desires to issue. Upon receipt of such notice, the Intrepid Investor shall have Board with at least ten (10) Business Days days’ notice to elect such Investor (“Board Determined Cash Contributions” and together with the Mandatory Cash Contributions, the “Additional Cash Contributions”), in each case, up to participate in the aggregate amount of the total committed funding set forth opposite of such issuance Investor’s name on Schedule B (inclusive of the cash contribution made at the Closing and the Mandatory Cash Contribution) (the “Intrepid Election PeriodTotal Funding Commitments”). The Intrepid , in each case, in exchange for additional newly issued Class A Units based on a per Class A Unit price of $1.00 (the “Price Per Unit”); provided, that any additional Board Determined Cash Contribution shall be allocated pro rata among the Investors as of any date of determination according to a percentage determined by dividing (A) the number of Class A Units held by such Investor may purchase up to three percent (3.0%) as of such additional Preferred date by (B) the aggregate number of Class A Units held by delivering written notice all of the Investors as of such date (assuming for this purpose that all Investors have timely funded all prior Additional Cash Contributions); provided, further, to the General Partner and extent any portion of the Institutional Total Funding Commitments from each Investor remains uncalled by the Board as of immediately prior to the end fifth (5th) anniversary of the Intrepid Election Period, which notice shall be irrevocable and shall identify how many of the additional Preferred Units the Intrepid Investor desires to purchase. If the Intrepid Investor fails to deliver such written notice to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period irrevocably committing the Intrepid Investor to purchase three percent (3%) of such additional Preferred Units in the issuance (or at least such lesser amount that would result in the Intrepid Investor owning not more than a total of 24,000 Preferred Units in the aggregate after giving effect to the purchase)Closing, then the Intrepid funding obligation with respect to such remaining portion of the Total Funding Commitments from each Investor shall not be permitted to participate expire on the fifth (5th) anniversary of the Closing and no Investor shall have any further obligations in such issuancerespect thereof. (ii) IfSubject to the express provisions of this Agreement, after including Section 5.1(e)(i) and Section 5.4, the Effective DateCompany is authorized to issue Units to any Person at such prices per Unit as may be determined by the Board to be the fair market value and in exchange for contributions of cash or property, the provision of services or other consideration (collectively, “Unit Consideration”), as may be determined in good faith by the Board. Subject to the express provisions of this Agreement, including Section 5.2 and Section 5.4, the number of Units held by each Member shall not be affected by any (A) an event of default or borrowing base deficiency (or analogous term or event) under any Senior Debt Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries (including, without limitation, any Replacement Credit Agreement) has occurred and such event of default remains uncured issuance by the Partnership or Company of Units to other Subsidiary, as applicable, then for ten (10) Business Days following receipt by the General Partner of notice of such event or default Members or (B) any Senior Debt Agreement, Replacement Credit Agreement change in the Capital Account of such Member. If necessary or any other agreements governing any material Indebtedness of any of appropriate in the Partnership or its Subsidiaries prohibits either the payment by the Partnership of any Tax Distributions or, following the date that is 12 months following the Effective Date, Distributions in cash on the Preferred Units pursuant to Section 4.1(b) and such prohibition persists for ten Board’s discretion (10) Business Days after the date such Distribution is due to be paid, then, the Institutional Investor shall have the right, in its sole discretion, to elect to cause the Partnership to issue additional Preferred Units, which number of Preferred Units shall be determined by the Institutional Investor and the Intrepid Investor in accordance with this Section 3.01(c)(ii) and Section 3.01(c)(iii) in its sole discretion following consultation with the Board, to the Institutional Investor and the Intrepid Investor on the same terms and conditions that the Preferred Units were issued to the Institutional Investor on the Effective Date. In order to exercise such rightAgreement), the Institutional Investor shall deliver a written notice (an “Additional Preferred Units Notice”) Board shall, acting in good faith, appropriately adjust the economic provisions of this Agreement to the General Partner and to the Intrepid Investor setting forth the request and the number of Preferred Units to be issued by the Partnership. Upon receipt of the Additional Preferred Units Notice for a period of ten (10) Business Days after receiving such notice, the Intrepid Investor may elect to purchase up to three percent (3%) of the number of Preferred Units identified in the Additional Preferred Units Notice by delivering a written notice to the General Partner and the Institutional Investor notifying them of such election and irrevocably committing to purchase an identified number of Preferred Units. After the conclusion of such ten (10) Business Days, the General Partner and the Board shall be required to cause the Partnership (x) to enter into a purchase agreement with the Institutional Investor and, if the Intrepid Investor elects to participate, the Intrepid Investor, in substantially the same form attached hereto as Exhibit A (with any such changes to the extent the parties thereto may mutually agree) and (y) to issue the number of Preferred Units set forth in the Additional Preferred Units Notice within twenty (20) Business Days of receipt of the Additional Preferred Units Notice in accordance with such Securities Purchase Agreement. The Partnership shall use the proceeds from reflect the issuance of such Preferred additional Units pursuant to the Institutional Investor and, if the Intrepid Investor elected to participate, the Intrepid Investor, solely to apply to outstanding Indebtedness of the Partnership and its Subsidiaries under the Senior Debt Agreements or any other agreements governing any material Indebtedness of the Partnership or any of its Subsidiaries (including a Replacement Credit Agreement) so as to remedy the applicable condition(s) described in clauses (A) and (B) of this Section 3.1(c)(ii). (iii5.1(e) If (A) additional Preferred Units that are to be issued pursuant to Section 3.1(c)(i) or Section 3.1(c)(ii) at any time during the period commencing on the Effective Date and ending on the second anniversary of the Effective Date, (B) the total number of Preferred Units then outstanding is not in excess of 800,000 Preferred Units and (C) the Intrepid Investor does not elect to purchase three percent (3.0%) of the proposed issuance (whether by failing to respond or expressly declining to participate), then the Institutional Investor shall have ten (10) Business Days after such failure or refusal by the Intrepid Investor to deliver to the Intrepid Investor a written election notice, which shall be irrevocable (a “Purchase Notice”), stating that the Institutional Investor commits to purchase the Preferred Units held by the Intrepid Investor and its Permitted Transferees, if any, at a price per Preferred Unit equal to the lesser of (1) $650.00 and (2) sixty-five percent (65.0%) of the fair market value of a Preferred Unitnew class not previously reflected in this Agreement, payable in cash or immediately available funds; provided, however, in no event will including by amending the Institutional Investor have the right to so purchase Preferred Units from the Intrepid Investor distribution provisions of Section 6.4 and its Permitted Transferees, if any, pursuant to the Purchase Election if the Intrepid Investor and its Permitted Transferees, if any, (X) then own not less than a total of 24,000 Preferred Units in the aggregate (including any Preferred Units proposed by Intrepid to be purchased concurrently with such proposed issuance) or (Y) has or have elected to purchase a number of additional Preferred Units such that the total number of Preferred Units that will be owned after giving effect to such purchase(s) by the Intrepid Investor and its Permitted Transferee(s), if any, will not be less than 24,000. The closing of the purchase by the Institutional Investor from the Intrepid Investor and its Permitted Transferee(s), if any, of the Preferred Units owned by the Intrepid Investor and such Permitted Transferee(s) shall occur within ten (10) Business Days after delivery of the Purchase Notice to the Intrepid Investorassociated definitions. (iv) At any time following the Effective Date, the Partnership may issue Common Units, as determined by the General Partner.

Issuance of Additional Units. (ia) After Without the Effective Dateconsent of any Limited Partner, the Partnership may issue additional Preferred Units but subject to the Institutional Investor and the Intrepid Investor in accordance with the terms of this Section 3.1(c)(i) and Section 3.1(c)(iii) with a purchase price for each such Preferred Unit of $1,000 per Preferred Unit, as determined by the General Partner and subject to the limitations contained in the GP LLC Agreement. Prior to issuing any such Preferred Units9.3 below, the General Partner shall send a written notice notifying the Institutional Investor and the Intrepid Investor of the number of additional Preferred Units may from time to time cause the Partnership desires to issue. Upon receipt of such notice, the Intrepid Investor shall have ten (10) Business Days to elect to participate in such issuance (the “Intrepid Election Period”). The Intrepid Investor may purchase up to three percent (3.0%) of such additional Preferred Units by delivering written notice issue to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period, which notice shall be irrevocable and shall identify how many of the additional Preferred Units the Intrepid Investor desires to purchase. If the Intrepid Investor fails to deliver such written notice to Partners (including the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period irrevocably committing the Intrepid Investor to purchase three percent Partner) or other Persons additional Partnership Units (3%“Additional Units”) of such additional Preferred Units in the issuance (one or at least such lesser amount that would result in the Intrepid Investor owning not more than a total of 24,000 Preferred Units in the aggregate after giving effect to the purchase)classes, then the Intrepid Investor shall not be permitted to participate in such issuance. (ii) If, after the Effective Date, (A) an event of default or borrowing base deficiency (one or analogous term or event) under any Senior Debt Agreement or any other agreements governing any material Indebtedness more series of any of the Partnership such classes, with such designations, preferences and relative, participating, optional or its Subsidiaries (other special rights, powers and duties, including, without limitation, rights, powers and duties senior to the Common Units, and admit any Replacement Credit Agreementsuch other Person as an additional Limited Partner (“Additional Partner”) has occurred and (in accordance with Section 4.5 hereof), in exchange for the Capital Contribution by such event Partner or Person of default remains uncured by cash and/or property. Without limiting the Partnership or other Subsidiaryprovisions of this Article IV, as applicable, then for ten (10) Business Days following receipt by the General Partner of notice of such event or default or (B) any Senior Debt Agreement, Replacement Credit Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries prohibits either the payment by the Partnership of any Tax Distributions or, following the date that is 12 months following the Effective Date, Distributions in cash on the Preferred Units pursuant to Section 4.1(b) and such prohibition persists for ten (10) Business Days after the date such Distribution is due to be paid, then, the Institutional Investor shall have the right, in its sole discretion, to elect expressly authorized to cause the Partnership to issue additional Additional Units for less than either, (i) the fair market value thereof, or (ii) the applicable Current Per Share Market Price multiplied by the number of shares of Common Stock issuable with respect to such Additional Units upon the exercise of the Rights with respect thereto. The General Partner shall have the right and shall possess the authority to amend this Agreement without the consent of any Limited Partner to evidence any action taken pursuant to this Subsection 4.4 (a). (b) In the event a Partner (the “Contributing Partner”) contributes to the Partnership any funds obtained directly or indirectly from the issuance by the Company of Preferred UnitsStock (the “Preferred Contributed Funds”), then the Contributing Partner shall be issued Preferred Units of a designated class or series to reflect its contribution of such funds. Each class or series of Preferred Units so issued shall be designated by the General Partner to identify such class or series with the class or series of Preferred Stock which number constitutes the Related Issue. Each class or series of Preferred Units shall be determined by described in a written document (the Institutional Investor “Preferred Unit Designation”) attached as Exhibit B that shall set forth in sufficient detail, the economic rights, including dividend, redemption and conversion rights and sinking fund provisions, of the class or series of Preferred Units and the Intrepid Investor in accordance with this Section 3.01(c)(ii) and Section 3.01(c)(iii) in its sole discretion following consultation with the Board, to the Institutional Investor and the Intrepid Investor on the same terms and conditions that the Preferred Units were issued to the Institutional Investor on the Effective DateRelated Issue. In order to exercise such right, the Institutional Investor shall deliver a written notice (an “Additional Preferred Units Notice”) to the General Partner and to the Intrepid Investor setting forth the request and the The number of Preferred Units of a class or series shall be equal to be issued by the Partnership. Upon receipt of the Additional Preferred Units Notice for a period of ten (10) Business Days after receiving such notice, the Intrepid Investor may elect to purchase up to three percent (3%) of the number of shares of the Related Issue sold. The Preferred Unit Designation shall provide for such terms for the class or series of Preferred Units identified in that shall entitle the Additional Preferred Units Notice by delivering a written notice holders thereof to the General Partner and the Institutional Investor notifying them of such election and irrevocably committing to purchase an identified number of Preferred Units. After the conclusion of such ten (10) Business Days, the General Partner and the Board shall be required to cause the Partnership (x) to enter into a purchase agreement with the Institutional Investor and, if the Intrepid Investor elects to participate, the Intrepid Investor, in substantially the same form attached hereto economic rights as Exhibit A (with any the holders of the Related Issue. Specifically, the holders of such changes to Preferred Units shall receive distributions on the extent the parties thereto may mutually agree) and (y) to issue the number class or series of Preferred Units set forth in pursuant to Section 6.2 equal to the Additional aggregate dividends payable on the Related Issue at the times such dividend are paid (the “Preferred Units Notice within twenty (20) Business Days of receipt of the Additional Preferred Units Notice in accordance with such Securities Purchase AgreementDistribution Requirement”). The Partnership shall use redeem the proceeds from the issuance of such Preferred Units to the Institutional Investor and, if the Intrepid Investor elected to participate, the Intrepid Investor, solely to apply to outstanding Indebtedness of the Partnership and its Subsidiaries under the Senior Debt Agreements class or any other agreements governing any material Indebtedness of the Partnership or any of its Subsidiaries (including a Replacement Credit Agreement) so as to remedy the applicable condition(s) described in clauses (A) and (B) of this Section 3.1(c)(ii). (iii) If (A) additional Preferred Units are to be issued pursuant to Section 3.1(c)(i) or Section 3.1(c)(ii) at any time during the period commencing on the Effective Date and ending on the second anniversary of the Effective Date, (B) the total number series of Preferred Units then outstanding is not in excess of 800,000 Preferred Units and (C) the Intrepid Investor does not elect to purchase three percent (3.0%) of the proposed issuance (whether by failing to respond or expressly declining to participate), then the Institutional Investor shall have ten (10) Business Days after such failure or refusal by the Intrepid Investor to deliver to the Intrepid Investor for a written election notice, which shall be irrevocable (a “Purchase Notice”), stating that the Institutional Investor commits to purchase the Preferred Units held by the Intrepid Investor and its Permitted Transferees, if any, at a redemption price per Preferred Unit equal to the lesser of (1) $650.00 and (2) sixty-five percent (65.0%) of the fair market value of a Preferred Unit, payable in cash or immediately available funds; provided, however, in no event will the Institutional Investor have the right to so purchase Preferred Units from the Intrepid Investor and its Permitted Transferees, if any, pursuant to the Purchase Election if the Intrepid Investor and its Permitted Transferees, if any, (X) then own not less than a total of 24,000 Preferred Units in the aggregate (including any Preferred Units proposed by Intrepid to be purchased concurrently with such proposed issuance) or (Y) has or have elected to purchase a number of additional Preferred Units such that the total number of Preferred Units that will be owned after giving effect to such purchase(s) by the Intrepid Investor and its Permitted Transferee(s), if any, will not be less than 24,000. The closing of the purchase by the Institutional Investor from the Intrepid Investor and its Permitted Transferee(s), if any, of the Preferred Units owned by the Intrepid Investor and such Permitted Transferee(s) shall occur within ten (10) Business Days after delivery of the Purchase Notice to the Intrepid Investor. (iv) At any time following the Effective Date, the Partnership may issue Common Units, as determined by the General Partner.per

Issuance of Additional Units. (ia) After The Board of Managers may authorize the Effective DateCompany to issue additional Units having the same rights and obligations specified herein. As a condition to any such issuance, the Partnership may issue additional Preferred Units proposed holder of the Units, if not already a Member, shall agree in writing to the Institutional Investor and the Intrepid Investor in accordance with be bound by the terms of this Agreement. An issuance of Units under this Section 3.1(c)(ishall be effected by the execution and delivery of such documentation as the Board of Managers shall deem appropriate. Upon execution and delivery of such documentation, the Unit holder, if not already a Member, shall become a Member. (b) Except for Units issued to the Majority Member with respect to the Majority Member Contribution, if additional Units are issued to the Majority Member or any Affiliate thereof (collectively, the “Contributing Member”) in exchange for an additional Capital Contribution, the Initial Individual Members shall be entitled to purchase additional Units under the same terms and conditions as the Contributing Member. The number of additional Units that each Initial Individual Member may purchase shall equal the number of Units owned by such Initial Individual Member multiplied by a fraction, the numerator of which shall equal the number of Units being issued to the Contributing Member, and the denominator of which shall equal the number of Units owned by the Contributing Member prior to the issuance. Except as provided in this Section 3.1(c)(iii2.4(b), no Member shall have any pre-emptive rights. (c) If any Person acquires additional Units in the Company, Schedule 1 shall be amended to reflect such additional issuance and/or Member, as the case may be. (d) Notwithstanding anything to the contrary contained in this Agreement, the Value of the Majority Member Contribution will be eight (8) times the Quad DM Earnings. (e) For a period of thirty (30) days beginning on the date of the first release to the Initial Individual Members of escrow funds held pursuant to the Escrow Agreement executed in connection with the closing of the transactions described in the Purchase Agreement (the “Purchase Option Period”), the Initial Individual Members, collectively, shall have the right and option, but no obligation, to acquire from Quad a number of additional Units whose aggregate purchase price for each such Preferred Unit of shall equal $1,000 per Preferred Unit, as determined by the General Partner and subject to the limitations contained in the GP LLC Agreement546,363. Prior to issuing any such Preferred Units, the General Partner shall send a written notice notifying the Institutional Investor and the Intrepid Investor The allocation of the number of additional Preferred Units the Partnership desires to issue. Upon receipt of such notice, the Intrepid Investor shall have ten that may be purchased by each Initial Individual Member (10which may be zero) Business Days to elect to participate in such issuance (the “Intrepid Election Period”). The Intrepid Investor may purchase up to three percent (3.0%) of such additional Preferred Units by delivering written notice to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period, which notice shall be irrevocable and shall identify how many of the additional Preferred Units the Intrepid Investor desires to purchase. If the Intrepid Investor fails to deliver such written notice to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period irrevocably committing the Intrepid Investor to purchase three percent (3%) of such additional Preferred Units in the issuance (or at least such lesser amount that would result in the Intrepid Investor owning not more than a total of 24,000 Preferred Units in the aggregate after giving effect to the purchase), then the Intrepid Investor shall not be permitted to participate in such issuance. (ii) If, after the Effective Date, (A) an event of default or borrowing base deficiency (or analogous term or event) under any Senior Debt Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries (including, without limitation, any Replacement Credit Agreement) has occurred and such event of default remains uncured by the Partnership or other Subsidiary, as applicable, then for ten (10) Business Days following receipt by the General Partner of notice of such event or default or (B) any Senior Debt Agreement, Replacement Credit Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries prohibits either the payment by the Partnership of any Tax Distributions or, following the date that is 12 months following the Effective Date, Distributions in cash on the Preferred Units pursuant to Section 4.1(b) and such prohibition persists for ten (10) Business Days after the date such Distribution is due to be paid, then, the Institutional Investor shall have the right, in its sole discretion, to elect to cause the Partnership to issue additional Preferred Units, which number of Preferred Units shall be determined by the Institutional Investor and the Intrepid Investor in accordance with this Section 3.01(c)(ii) and Section 3.01(c)(iii) in its sole discretion following consultation with unanimous consent of the Board, to the Institutional Investor and the Intrepid Investor on the same terms and conditions that the Preferred Units were issued to the Institutional Investor on the Effective Date. In order to exercise such right, the Institutional Investor shall deliver a written notice (an “Additional Preferred Units Notice”) to the General Partner and to the Intrepid Investor setting forth the request and the number of Preferred Units to be issued by the Partnership. Upon receipt of the Additional Preferred Units Notice for a period of ten (10) Business Days after receiving such notice, the Intrepid Investor may elect to purchase up to three percent (3%) of the number of Preferred Units identified in the Additional Preferred Units Notice by delivering a written notice to the General Partner and the Institutional Investor notifying them of such election and irrevocably committing to purchase an identified number of Preferred Units. After the conclusion of such ten (10) Business Days, the General Partner and the Board shall be required to cause the Partnership (x) to enter into a purchase agreement with the Institutional Investor and, if the Intrepid Investor elects to participate, the Intrepid Investor, in substantially the same form attached hereto as Exhibit A (with any such changes to the extent the parties thereto may mutually agree) and (y) to issue the number of Preferred Units set forth in the Additional Preferred Units Notice within twenty (20) Business Days of receipt of the Additional Preferred Units Notice in accordance with such Securities Purchase Agreement. The Partnership shall use the proceeds from the issuance of such Preferred Units to the Institutional Investor and, if the Intrepid Investor elected to participate, the Intrepid Investor, solely to apply to outstanding Indebtedness of the Partnership and its Subsidiaries under the Senior Debt Agreements or any other agreements governing any material Indebtedness of the Partnership or any of its Subsidiaries (including a Replacement Credit Agreement) so as to remedy the applicable condition(s) described in clauses (A) and (B) of this Section 3.1(c)(ii). (iii) If (A) additional Preferred Units are to be issued pursuant to Section 3.1(c)(i) or Section 3.1(c)(ii) at any time during the period commencing on the Effective Date and ending on the second anniversary of the Effective Date, (B) the total number of Preferred Units then outstanding is not in excess of 800,000 Preferred Units and (C) the Intrepid Investor does not elect to purchase three percent (3.0%) of the proposed issuance (whether by failing to respond or expressly declining to participate), then the Institutional Investor shall have ten (10) Business Days after such failure or refusal by the Intrepid Investor to deliver to the Intrepid Investor a written election notice, which shall be irrevocable (a “Purchase Notice”), stating that the Institutional Investor commits to purchase the Preferred Units held by the Intrepid Investor and its Permitted Transferees, if any, at a price per Preferred Unit equal to the lesser of (1) $650.00 and (2) sixty-five percent (65.0%) of the fair market value of a Preferred Unit, payable in cash or immediately available funds; provided, however, in that no event additional Units will the Institutional Investor have the right be allocated to so purchase Preferred an Initial Individual Member who has not made his Closing Date Capital Contribution. The price at which such additional Units from the Intrepid Investor and its Permitted Transferees, if any, pursuant may be purchased shall be equal to the Purchase Election if price ascribed to the Intrepid Investor and its Permitted Transferees, if any, (X) then own not less than a total of 24,000 Preferred Units in the aggregate (including any Preferred Units proposed by Intrepid to be purchased concurrently with such proposed issuance) or (Y) has or have elected to purchase a number of additional Preferred Units such that the total number of Preferred Units that will be owned after giving effect to such purchase(s) by the Intrepid Investor and its Permitted Transferee(s), if any, will not be less than 24,000. The closing of the purchase by the Institutional Investor from the Intrepid Investor and its Permitted Transferee(s), if any, of the Preferred Units owned by the Intrepid Investor and such Permitted Transferee(s) shall occur within ten (10) Business Days after delivery Initial Individual Member as of the date hereof or such other price determined by unanimous consent of the Board. Quad and the Company shall take all actions necessary to effect such purchases promptly following receipt from one or more Initial Individual Members of their intent to exercise the option described in this Section 2.4(e), which notice must be given within the Purchase Notice to Option Period. If an Initial Individual Member does not exercise, during the Intrepid Investor. (iv) At any time following the Effective DatePurchase Option Period, the Partnership may issue Common option to purchase all or any portion of his allocation of the additional Units, as determined by the General PartnerQuad shall have no obligation to offer such unpurchased Units to any other Initial Individual Member.

Issuance of Additional Units. (i) After the Effective Date, the Partnership may issue additional Preferred Units to the Institutional Investor and the Intrepid Investor in accordance with the terms of this Section 3.1(c)(i) and Section 3.1(c)(iii) Investor, with a purchase price for each such Preferred Unit Units of $1,000 per Preferred Unit, as determined by the General Partner and subject to the limitations contained in the GP LLC Agreement. Prior to issuing any such Preferred Units, the General Partner shall send a written notice notifying the Institutional Investor and the Intrepid Investor of the number of additional Preferred Units the Partnership desires to issue. Upon receipt of such notice, the Intrepid Investor shall have ten (10) Business Days to elect to participate in such issuance (the “Intrepid Election Period”). The Intrepid Investor may purchase up to three percent (3.0%) of such additional Preferred Units by delivering written notice to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period, which notice shall be irrevocable and shall identify how many of the additional Preferred Units the Intrepid Investor desires to purchase. If the Intrepid Investor fails to deliver such written notice to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period irrevocably committing the Intrepid Investor to purchase three percent (3%) of such additional Preferred Units in the issuance (or at least such lesser amount that would result in the Intrepid Investor owning not more than a total of 24,000 Preferred Units in the aggregate after giving effect to the purchase), then the Intrepid Investor shall not be permitted to participate in such issuance. (ii) If, after the Effective Date, (A) an event of default or borrowing base deficiency (or analogous term or event) under any Senior Debt Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries (including, without limitation, any Replacement Credit Agreement) has occurred and such event of default remains uncured by the Partnership or other Subsidiary, as applicable, then for ten (10) Business Days following receipt by the General Partner of notice of such event or default or (B) any Senior Debt Agreement, Replacement Credit Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries prohibits either the payment by the Partnership of any Tax Distributions or, following the date that is 12 months following the Effective Date, Distributions in cash on the Preferred Units pursuant to Section 4.1(b) and such prohibition persists for ten (10) Business Days after the date such Distribution is due to be paid, then, the Institutional Investor Investors shall have the right, in its sole discretion, to elect to cause the Partnership to issue additional Preferred Units, which number of Preferred Units shall be determined by the Institutional Investor and the Intrepid Investor in accordance with this Section 3.01(c)(ii) and Section 3.01(c)(iii) in its sole discretion following consultation with the Board, to the Institutional Investor and the Intrepid Investor on the same terms and conditions that the Preferred Units were issued to the Institutional Investor on the Effective Date. In order to exercise such right, the Institutional Investor shall deliver a written notice (an “Additional Preferred Units Notice”) to the General Partner and to the Intrepid Investor setting forth the request and the number of Preferred Units to be issued by the Partnership. Upon receipt of the Additional Preferred Units Notice for a period of ten (10) Business Days after receiving such notice, the Intrepid Investor may elect to purchase up to three percent (3%) of the number of Preferred Units identified in the Additional Preferred Units Notice by delivering a written notice to the General Partner and the Institutional Investor notifying them of such election and irrevocably committing to purchase an identified number of Preferred Units. After the conclusion of such ten (10) Business DaysNotice, the General Partner and the Board shall be required to cause the Partnership (x) to enter into a purchase agreement with the Institutional Investor and, if the Intrepid Investor elects to participate, the Intrepid Investor, in substantially the same form attached hereto as Exhibit A (with any such changes to the extent the parties thereto may mutually agree) and (y) to issue the number of Preferred Units set forth in the Additional Preferred Units Notice within twenty five (205) Business Days of receipt of the Additional Preferred Units Notice in accordance with such Securities Purchase Agreement. The Partnership shall use the proceeds from the issuance of such Preferred Units to the Institutional Investor and, if the Intrepid Investor elected to participate, the Intrepid Investor, solely to apply to outstanding Indebtedness of the Partnership and its Subsidiaries under the Senior Debt Agreements or any other agreements governing any material Indebtedness of the Partnership or any of its Subsidiaries (including a Replacement Credit Agreement) so as to remedy the applicable condition(s) described in clauses (A) and (B) of this Section 3.1(c)(ii). (iii) If (A) additional Preferred Units are to be issued pursuant to Section 3.1(c)(i) or Section 3.1(c)(ii) at any time during the period commencing on the Effective Date and ending on the second anniversary of the Effective Date, (B) the total number of Preferred Units then outstanding is not in excess of 800,000 Preferred Units and (C) the Intrepid Investor does not elect to purchase three percent (3.0%) of the proposed issuance (whether by failing to respond or expressly declining to participate), then the Institutional Investor shall have ten (10) Business Days after such failure or refusal by the Intrepid Investor to deliver to the Intrepid Investor a written election notice, which shall be irrevocable (a “Purchase Notice”), stating that the Institutional Investor commits to purchase the Preferred Units held by the Intrepid Investor and its Permitted Transferees, if any, at a price per Preferred Unit equal to the lesser of (1) $650.00 and (2) sixty-five percent (65.0%) of the fair market value of a Preferred Unit, payable in cash or immediately available funds; provided, however, in no event will the Institutional Investor have the right to so purchase Preferred Units from the Intrepid Investor and its Permitted Transferees, if any, pursuant to the Purchase Election if the Intrepid Investor and its Permitted Transferees, if any, (X) then own not less than a total of 24,000 Preferred Units in the aggregate (including any Preferred Units proposed by Intrepid to be purchased concurrently with such proposed issuance) or (Y) has or have elected to purchase a number of additional Preferred Units such that the total number of Preferred Units that will be owned after giving effect to such purchase(s) by the Intrepid Investor and its Permitted Transferee(s), if any, will not be less than 24,000. The closing of the purchase by the Institutional Investor from the Intrepid Investor and its Permitted Transferee(s), if any, of the Preferred Units owned by the Intrepid Investor and such Permitted Transferee(s) shall occur within ten (10) Business Days after delivery of the Purchase Notice to the Intrepid Investor. (iv) At any time following the Effective Date, the Partnership may issue Common Units, as determined by the General Partner.