Common use of Membership Interests; Additional Members Clause in Contracts

Membership Interests; Additional Members. (a) The Members own Membership Interests in the Company. In exchange for each Member’s Capital Contribution to the Company referred to in Section 6.01, the Company shall issue to each Member the Membership Interest with the Ownership Percentage set forth opposite such Member’s name on Exhibit A. All membership interests in the Company shall be certificated in the form attached hereto as Exhibit E or such other form as the Board may elect. Each certificate evidencing Membership Interests in the Company shall bear the following legend: “This Certificate evidences a Membership Interest in the Company and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, each other applicable jurisdiction.” Such certificates, if any, may set forth designations with regard to class of interest, capital contribution, voting rights, and any other matter that the Board deems appropriate. No amendment to this provision shall be effective until all outstanding Membership Interest certificates have been surrendered to the Company for cancellation. (b) The Board shall direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the party claiming the certificate of Membership Interests to be lost, stolen or destroyed; provided that, as a condition precedent to the issuance thereof, the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, shall give the Company an indemnity against any claim that may be made against the Company with respect to the certificate alleged to have been lost, stolen or destroyed. (c) A Membership Interest shall represent a Member’s (i) interest in items of income, gain, loss and deduction of the Company and a right to receive distributions of the Company’s assets in accordance with the provisions of this Agreement and (ii) right to vote on Company matters in accordance with the provisions of the Agreement and designate Representatives. (d) The Company may issue additional Membership Interests and options, rights, warrants and appreciation rights relating to the Membership Interests for any Company purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the Board shall determine in accordance with Section 8.04. (e) Each additional Membership Interest authorized to be issued by the Company pursuant to Section 3.01(c) may be issued in one or more classes, or one or more series of any such classes, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of Membership Interests), as shall be fixed by the Board in accordance with Section 8.04, including (i) the right to share in Company profits and losses or items thereof; (ii) the right to share in Company distributions; (iii) the rights upon dissolution and liquidation of the Company; (iv) whether, and the terms and conditions upon which, the Company may, or shall be required to, redeem the Membership Interest (including sinking fund provisions); (v) whether such Membership Interest is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Membership Interest will be issued, evidenced by certificates and assigned or transferred; and (vii) the right, if any, of each such Membership Interest to vote on Company matters, including matters relating to the relative rights, preferences and privileges of such Membership Interest. (f) The Board shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Membership Interests and options, rights, warrants and appreciation rights relating to Membership Interests pursuant to this Section 3.01, (ii) reflecting the admission of such additional Members in the books and records of the Company as the record holder of such Membership Interest and (iii) all additional issuances of Membership Interests, in each case including amending this Agreement and Exhibit A hereof as necessary to reflect any such issuance. The Board, acting pursuant to Section 8.04, shall determine the relative rights, powers and duties of the holders of the Membership Interests being so issued. The Board shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of Membership Interests pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any governmental agency.

Membership Interests; Additional Members. (a) The Members own Membership Interests in the Company. In exchange for each Member’s Capital Contribution to the Company referred to in Section 6.01, the Company shall issue to each Member the Membership Interest with the Ownership Percentage set forth opposite such Member’s name on Exhibit A. All membership interests in the Company shall be certificated in the form attached hereto as Exhibit E or such other form as the Board may elect. Each certificate evidencing Membership Interests in the Company shall bear be represented by Units with each Unit representing one percent of the following legend: Sharing Ratios. Such Units shall consist of a class of Units denominated as “This Certificate evidences Common Units” and a Membership class of Units denominated as “Profits Interest in Units.” As of the Effective Date, (i) Vitol and Charlesbank are the sole Common Unitholders of the Company with the respective Sharing Ratios specified on Exhibit A hereto and (ii) ▇▇▇▇▇▇ is hereby admitted into the Company and being issued Profits Interest Units with the Sharing Ratio specified on Exhibit A hereto. Persons may be admitted to the Company as Members in accordance with Section 4.03. Any such admission shall be a security effective only after such new Member has executed and delivered to the Members and the Company an instrument containing the notice address of the new Member, the new Member’s ratification of this Agreement and agreement to be bound by it. Upon the Company’s issuance of Units to any Person, the Company shall issue, upon the request of such Person, one or more Certificates in the name of such Person evidencing the number of such Units being so issued. The Company hereby irrevocably elects that all Units shall be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, Delaware. (a) Each issuance of Profits Interest Units to a PI Unitholder hereunder shall be subject to the extent permitted by applicable law, each terms and conditions of this Section 3.02 (as well as to all of the other applicable jurisdiction.” Such certificates, if any, may set forth designations with regard to class of interest, capital contribution, voting rights, terms and conditions in this Agreement). This Agreement shall not confer upon any PI Unitholder or any other matter that Person any right with respect to continuation of service with the Board deems appropriate. No amendment to this provision shall be effective until all outstanding Membership Interest certificates have been surrendered to Company, the Company for cancellationGeneral Partner, the Partnership or any Affiliates thereof. (b) The Board entire Sharing Ratio associated with the Profits Interest Units issued to a PI Unitholder shall direct a new certificate or certificates be unvested at issuance and shall be subject to the following vesting conditions: (i) In general, 20% of such Sharing Ratio shall vest on each anniversary of the date of grant of the Profits Interest Unit (which shall be issued the Effective Date in place the case of any certificate or certificates theretofore issued by ▇▇▇▇▇▇), beginning with the Company alleged to have been lostfirst anniversary of the date of grant, stolen or destroyed, upon the making of an affidavit of that fact by the party claiming the certificate of Membership Interests to be lost, stolen or destroyed; provided that, except as a condition precedent to the issuance thereofotherwise set forth herein, the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, shall give the Company an indemnity against any claim that may be made against the Company vesting will cease with respect to any PI Unitholder at the certificate alleged time such PI Unitholder ceases to have been lostbe employed by the General Partner or its Affiliates; (ii) Notwithstanding paragraph (i) above, stolen the Sharing Ratio represented by Profits Interest Units held by a PI Unitholder shall become fully vested if the PI Unitholder ceases to be employed by the General Partner or destroyedits Affiliates due to (x) a termination of the PI Unitholder’s employment by the General Partner or its Affiliates without Cause if such termination occurs in connection with, or within eighteen (18) months following, a Change of Control or (y) the PI Unitholder’s resignation from employment with Good Reason with the General Partner and its Affiliates if such resignation occurs in connection with, or within eighteen (18) months following, a Change of Control. (c) A Membership Upon a PI Unitholder’s termination of employment with the General Partner and its Affiliates for any reason other than for Cause, the unvested portion of such PI Unitholder’s Profits Interest Units and Sharing Ratio shall represent a Member’s (i) interest in items of incomecease to vest, gainany unvested portion shall be forfeited by the PI Unitholder, loss and deduction of the Company and a such PI Unitholder shall thereafter have no right to receive distributions distributions, allocations or any other proceeds with respect to such forfeited portion. Upon a PI Unitholder’s termination of employment with the General Partner and its Affiliates for Cause, both the vested and unvested portions of the CompanyPI Unitholder’s assets in accordance with Profits Interest Units and Sharing Ratio shall be forfeited by the provisions of this Agreement PI Unitholder and (ii) such PI Unitholder shall thereafter have no right to vote on Company matters in accordance receive distributions, allocations or any other proceeds with the provisions of the Agreement and designate Representativesrespect to any Profits Interest Units. (d) Immediately prior to the issuance of any Profits Interest Units to a PI Unitholder, the Board shall (i) cause the Capital Accounts of the Members (and the Gross Asset Value of the Company’s assets) to be adjusted in the manner described in Treasury Regulations Sections 1.704-1(b)(2)(iv)(f)-(h) to reflect the fair market value of the Company’s assets, as determined by the Board and (ii) establish appropriate hurdle amounts or distribution thresholds for such Units as the Board deems are appropriate in order to result in the Profits Interest Units being treated as a “profits interest” for U.S. federal income tax purposes as of the date such Profits Interest Units are issued, and, subject to any changes in applicable law following the Effective Date. Consistent with the following: (i) The Company will follow the proposed Treasury Regulations that were issued on May 24, 2005 regarding the issuance of partnership equity for services (including Prop. Treasury Regulations Sections 1.83-3, 1.83-6, 1.704-1, 1.706-3, 1.721-1 and 1.761-1), as such regulations may issue additional be subsequently amended (the “Proposed Regulations”), upon the issuance of Membership Interests issued for services rendered or to be rendered to or for the benefit of the Company, the General Partner, the Partnership or their Affiliates, until final Treasury Regulations regarding these matters are issued. In furtherance of the foregoing, the definition of Capital Accounts and optionsGross Asset Value, rightsand the allocations of Profit and Loss of the Company set forth in this Agreement, warrants will be made in a manner that is consistent with the Proposed Regulations, including Proposed Treasury Regulations Section 1.704-1(b)(4)(xii). The Board is expressly authorized by each Member to elect to apply the safe harbor set forth in the Proposed Regulations if the provisions of the Proposed Regulations and appreciation rights the proposed Revenue Procedure described in IRS Notice 2005-43, or provisions similar thereto, are adopted as final (or temporary) Treasury Regulations. If the Board determines that the Company should make such election, the Board is hereby authorized to amend this Agreement, without the consent of any other Member, to provide that (A) the Company is authorized and directed to elect the safe harbor, (B) the Company and each of its Members (including any PI Unitholder or any other person to whom a Membership Interest is transferred in connection with the performance of services) will comply with all requirements of the safe harbor with respect to all Membership Interests transferred in connection with the performance of services while such election remains in effect, and (C) each of the Members of the Company will take all actions necessary, including providing the Company with any required information, to permit the Company to comply with the requirements set forth or referred to in the applicable Proposed Regulations for such election to be effective until such time (if any) as the Board determines, in its discretion, that the Company should terminate such election. The Board is further authorized to amend this Agreement to the extent the Board determines in its discretion that such modification is necessary or desirable as a result of the issuance of such Regulations relating to the tax treatment of the transfer of a Membership Interest in connection with the performance of services. It is understood, however, that the “liquidation value” of each Profits Interest Unit issued to a PI Unitholder pursuant to this Agreement is intended to be zero immediately upon issuance, and, subject to any changes in applicable law following the date hereof, and assuming a timely election is made pursuant to Section 83(b) of the Code with respect to such Profits Interest Units, neither the Company nor any PI Unitholder shall take a contrary position on any tax return or in any tax audit, claim, investigation, examination or other proceeding, unless required to do so pursuant to a final determination within the meaning of Section 1313 of the Code. Notwithstanding anything to the contrary in this Agreement, each Member expressly confirms and agrees that it will be legally bound by any such amendment. (ii) The Company and the Members intend and agree that each PI Unitholder shall be treated for federal tax purposes as owning all Profits Interest Units held by it under the terms of this Agreement, and shall be allocated Profit and Loss and items thereof with respect to all such Profits Interest Units, in each case regardless of whether part or all of such Profits Interest Units (and related Sharing Ratio) are vested or unvested or are subject to forfeiture (unless such Profits Interest Units actually have been forfeited, in which case such PI Unitholder shall no longer be treated as owning the portion of the Profits Interest Units and Sharing Ratio so forfeited). (iii) Each PI Unitholder receiving Profits Interest Units shall make a timely election under Code Section 83(b) with respect to such Profits Interest Units upon their issuance, in a manner reasonably prescribed by the Company. (e) At any time on or after a termination of a PI Unitholder’s employment with the General Partner and its Affiliates for any reason, the Company shall have the option to acquire from such PI Unitholder all (but not less than all) of the vested Profits Interest Units then held by such PI Unitholder. Within three (3) months following a termination of the PI Unitholder’s employment by the General Partner and its Affiliates without Cause, or the PI Unitholder’s resignation from employment from the General Partner and its Affiliates with Good Reason, in either case in connection with, or within eighteen (18) months following, a Change of Control, the PI Unitholder shall have the option to sell to the Company all (but not less than all) of the vested Profits Interest Units then held by such PI Unitholder. (i) The call option specified in the first sentence of this subsection (e) may be exercised by the Company furnishing written notice to the PI Unitholder of the Company’s intent to exercise. The call option specified in the second sentence of this subsection (e) may be exercised by the PI Unitholder furnishing written notice to the Company of the PI Unitholder’s intent to exercise. The notice furnished under this paragraph (the “Call Notice”) shall specify the date of closing of the purchase, which date shall be not less than 10 nor more than 30 days after the date of the notice. (ii) The purchase price (the “Purchase Consideration”) to be paid by the Company to the PI Unitholder for the purchase of Profits Interest Units pursuant to this Section 3.02(e) shall be an amount equal to the amount of distributions that the PI Unitholder would receive pursuant to Section 6.02 if all the assets of the Company were to be sold as of the date of the Call Notice for their fair market value (as determined in good faith by the Board), all liabilities of the Company were satisfied in full/repaid, and the remaining net proceeds were distributed among the Members in accordance with Section 6.02. (iii) If a PI Unitholder has pledged or encumbered the Profits Interest Units subject to buy-back under this subsection (e), the PI Unitholder shall cause such pledged or encumbered Profits Interest Units to be released from the pledge or encumbrance by either paying the debt which is secured by the Profits Interest Units or substituting therefor any, all or such portion as may be required, of any consideration received by the PI Unitholder pursuant to this Section 3.02(e). (iv) The closing of any purchase and sale of Profits Interest Units pursuant to this Section 3.02(e) shall take place at the principal office of the Company or at such other location as may be mutually agreed upon by the parties on such date and at such time as shall be specified by the Company or the PI Unitholder in the Call Notice. At the closing, (x) the selling PI Unitholder shall deliver to the Company an assignment and release with respect to such Profits Interest Units in form and substance acceptable to the Company and (y) the Company shall deliver the Purchase Consideration to the PI Unitholder, whereupon all right, title and interest in and to such Profits Interest Units will pass to the Company. (v) If the Company purchases Profits Interest Units of a PI Unitholder pursuant to the Company’s exercise of its option to purchase such Profits Interest Units (pursuant to the first sentence of this Section 3.02(e)) and, within twelve (12) months after the closing of such purchase, the Common Unitholders receive proceeds in connection with a Change of Control transaction which are based upon a fair market value for the assets of the Company (the “Change of Control Transaction Value”) that is greater or less than the fair market value utilized for purposes of calculating the Purchase Consideration paid to the PI Unitholder, then: (x) a determination shall be made of the amount of distributions that the PI Unitholder would have received pursuant to Section 6.02 if all the assets of the Company had been sold as of the date of the Call Notice for a price equal to the Change of Control Transaction Value, all liabilities of the Company were satisfied in full/repaid, and the remaining net proceeds were distributed among the Members in accordance with Section 6.02; and (y) an amount equal to the amount determined under the preceding paragraph (x), minus the Purchase Consideration previously paid by the Company to the PI Unitholder, shall be paid by the Company to the PI Unitholder, if such amount is a positive number, or by the PI Unitholder to the Company if such amount is a negative number. (f) If the Common Unitholders agree to sell 100% of their Membership Interests for any in the Company purpose at any time and from time or cause a sale of all or substantially all of the assets of the Company to, or agree to time a merger of the Company with, a party that is not an Affiliate of Vitol or Charlesbank (a “Sales Transaction”), then the Common Unitholders shall have the right to such Persons for such consideration and cause the PI Unitholders to participate in the Sales Transaction, on such substantially the same terms and conditions as the Board Common Unitholders are participating (except for the sharing of consideration which will be governed by the last sentence of this subsection), by giving at least 20 days’ prior written notice of such intended transaction to each of the PI Unitholders. Such notice (the “Sale Notice”) will state whether the Sales Transaction is to be in the form of a sale of Membership Interests, a merger, or a sale of assets and will set forth the terms and conditions thereof, including the name of the purchaser, the purchase price to be paid in the Sales Transaction, and the other material terms of the transaction. At the closing of any proposed Sales Transaction, the Members will (i) in the case of a sale of Membership Interests, transfer and assign to the purchaser or its permitted designee, free and clear of all liens, all of the outstanding Membership Interests in the Company and will receive in exchange therefor the consideration to be paid or delivered by such purchaser as described in the Sale Notice and (ii) in the case of a sale of assets or merger, execute and deliver, or authorize and cause the Company to execute and deliver, such bills of sale, assignments, conveyances, consents, certificates and other documents as are reasonably necessary or appropriate to consummate and make effective such asset sale or merger. The total net consideration received in the Sales Transaction shall determine be shared among the Members in accordance with the manner provided in Section 8.046.02. (eg) Each additional Membership Interest authorized If the Common Unitholders propose to be issued by sell (collectively) more than 50% of their interests in the Company pursuant to Section 3.01(c) may be issued in one a party that is not an Affiliate of Vitol or more classes, or one or more series of any such classes, with such designations, preferences, rights, powers and duties Charlesbank (which may be senior to existing classes and series of Membership Interestsa “Tag-Along Sale”), as shall be fixed by then such selling Common Unitholder(s) shall, at least 20 days prior to the Board in accordance with Section 8.04closing date for such sale, deliver a written notice to the PI Unitholders (a “Tag-Along Notice”) describing the terms of the proposed Tag-Along Sale, including (i) the right to share in Company profits and losses or items thereof; identity of the proposed purchaser, (ii) the right terms of the proposed sale, including the total Sharing Ratio in the Company that the purchaser has offered to share in Company distributions; purchase (the “Tag Sale Acquisition Percentage”) and the total net consideration to be received based on the purchase price that the purchaser has offered to pay for such Acquisition Percentage (“Tag Sale Total Consideration”), and (iii) the rights upon dissolution and liquidation of the Company; (iv) whether, and the terms and conditions upon which, the Company may, or shall be required to, redeem the Membership Interest (including sinking fund provisions); (v) whether such Membership Interest is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Membership Interest will be issued, evidenced by certificates and assigned or transferred; and (vii) the right, if any, of each such Membership Interest to vote on Company matters, including matters relating to the relative rights, preferences and privileges of such Membership Interest. (f) The Board shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Membership Interests and options, rights, warrants and appreciation rights relating to Membership Interests pursuant to this Section 3.01, (ii) reflecting the admission of such additional Members in the books and records of the Company as the record holder of such Membership Interest and (iii) all additional issuances of Membership Interests, in each case including amending this Agreement and Exhibit A hereof as necessary to reflect any such issuance. The Board, acting pursuant to Section 8.04, shall determine the relative rights, powers and duties of the holders of the Membership Interests being so issued. The Board shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of Membership Interests pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any governmental agency.propose

Membership Interests; Additional Members. (a) The Members own Membership Effective as of April 15, 2013, (i) AIM Midstream Holdings transferred the Transferred Interests in to HPIP, (ii) HPIP was admitted as a Member owning the Company. In exchange for each Member’s Capital Contribution to Transferred Interests, (iii) AIM Midstream Holdings continued as a Member of the Company referred to owning the Remaining Interests and (iv) the Company continued without dissolution. (b) Effective immediately following the transfer of the Transferred Interests as described in Section 6.01, 3.1(a): (i) the Company shall issue to each Member the Membership Interest with the Ownership Percentage set forth opposite such Member’s name on Exhibit A. All membership interests in the Company shall be certificated in the form attached hereto as Exhibit E or such other form as the Board may elect. Each certificate evidencing classes of Membership Interests in the Company shall bear the following legend: “This Certificate evidences consisted of either a Class A Membership Interest in or a Class B Membership Interest; (ii) the Company and shall be a security governed by Article 8 of Transferred Interests were converted into the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, each other applicable jurisdiction.” Such certificates, if any, may set forth designations with regard to class of interest, capital contribution, voting rights, and any other matter that the Board deems appropriate. No amendment to this provision shall be effective until all outstanding Class A Membership Interest certificates have been surrendered to the Company for cancellation.and HPIP was designated as a Class A Member; and (biii) The Board shall direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been lost, stolen or destroyed, upon Remaining Interests were converted into the making of an affidavit of that fact by the party claiming the certificate of Class B Membership Interests to be lost, stolen or destroyed; provided that, Interest and AIM Midstream Holdings was designated as a condition precedent to the issuance thereof, the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, shall give the Company an indemnity against any claim that may be made against the Company with respect to the certificate alleged to have been lost, stolen or destroyed.Class B Member; (c) Each Class A Membership Interest Member shall represent a Member’s (i) interest in items of income, gain, loss and deduction of have the Company and a right to receive distributions of the Company’s assets in accordance with the provisions of this Agreement and (ii) right to vote on Company as to all matters in accordance with the provisions submitted to a vote of the Agreement and designate RepresentativesMembers as described in Section 8.4. (d) Except as specifically and unconditionally required by Applicable Law, the Members agree that no Class B Member shall have voting rights and the Class B Members shall have no right to vote the Class B Membership Interest. (e) Exhibit A reflects the Members’ ownership of the Class A Membership Interest the Class B Membership Interest and each Members’ Sharing Percentage, in each case as of the date hereof. The Company Board shall be authorized, and without the requirement of consent by any Member, to provide such revisions or amendments to Exhibit A as may issue additional Membership Interests and options, rights, warrants and appreciation rights relating to the Membership Interests for any Company purpose at any time and be necessary from time to time to such Persons reflect changes effected in accordance with this Agreement, including changes in the membership of the Company, addresses for notices and Sharing Percentages. (f) Additional Person(s) may be admitted to the Company as a Member(s) in exchange for such consideration and on upon such other terms and conditions conditions, in each case as determined by the Board shall determine in accordance with Section 8.04. (e) Each additional Membership Interest authorized to be issued by good faith. The terms of admission or issuance must specify the Company pursuant to Section 3.01(c) Sharing Percentages applicable thereto and may be issued in one provide for the creation of different classes or more classesgroups of Members having different rights, or one or more series of any such classespowers and duties, with such designations, preferences, including rights, powers and duties (which may be that are senior in preference to existing classes Members. The Board may reflect the creation of any new class or group in an amendment to this Agreement indicating the different rights, powers and series of Membership Interests)duties, as and such an amendment shall be fixed deemed approved and executed by the Board in accordance with Section 8.04Members. Any such admission is effective only after such new Member has executed and delivered to the Members and the Company an instrument containing the notice address of the new Member and such new Member’s ratification of this Agreement and agreement to be bound by it. Upon the admission of a new Member, including Exhibit A will be updated to reflect such admission. Notwithstanding the foregoing, no additional Membership Interest shall be issued to HPIP or any of its Affiliates without (i) the prior written consent of AIM Midstream Holdings, which consent shall not be unreasonably withheld or denied, or (ii) offering the Class B Members a right to share participate in such issuance on a proportionate basis to the Class B Members’ Sharing Percentage at the lower of (A) the price at which the Membership Interests are being issued to HPIP or its Affiliate or (B) the fair market value of such Membership Interests (it being agreed that any price of a Membership Interest issued to an Affiliate of HPIP in which a third party owns an interest shall be presumed to be fair market value). In addition, except with respect to the Company’s exercise of the preemptive rights provided to the Company profits pursuant to the Partnership Agreement, no Class A Member shall take any action, and losses shall cause the Board and any officer(s) not to take any action, that would result in the issuance of any security of the Partnership to an Affiliate of HPIP, the issuance of which would have a disproportionate adverse effect on the Class B Members as compared to the Class A Members, without (i) the approval of the Conflicts Committee or items thereof; (ii) the right prior written consent of AIM Midstream Holdings, which consent shall not be unreasonably withheld or denied. In addition, notwithstanding anything herein to share in Company distributions; the contrary, except with the express written approval of each Class C Member, which consent shall not be unreasonably withheld or denied, (iiix) the rights upon dissolution and liquidation of the Company; (iv) whether, and the terms and conditions upon which, the Company may, or no additional Membership Interest shall be required to, redeem issued to any Person (whether then a Member or otherwise) to the Membership Interest (including sinking fund provisions); (v) whether extent such Membership Interest is issued with would reduce the privilege Sharing Percentage of conversion or exchange andany Class C Member hereunder, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Membership Interest will be issued, evidenced by certificates and assigned or transferred; and (viiy) the right, if any, of each such Membership Interest to vote on Company matters, including matters relating except with respect to the relative rights, preferences and privileges Company’s exercise of such Membership Interest. (f) The Board shall take all actions that it determines preemptive rights provided to be necessary or appropriate in connection with (i) each issuance of Membership Interests and options, rights, warrants and appreciation rights relating to Membership Interests pursuant to this Section 3.01, (ii) reflecting the admission of such additional Members in the books and records of the Company as the record holder of such Membership Interest and (iii) all additional issuances of Membership Interests, in each case including amending this Agreement and Exhibit A hereof as necessary to reflect any such issuance. The Board, acting pursuant to Section 8.04, shall determine the relative rights, powers and duties of the holders of the Membership Interests being so issued. The Board shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of Membership Interests pursuant to the terms of this Partnership Agreement, including compliance with no Class A Member shall take any statuteaction, ruleand shall cause the Board and any officer(s) not to take any action, regulation or guideline that would result in the issuance of any governmental agencysecurity of the Partnership to an Affiliate of HPIP, the issuance of which would have a material and disproportionate adverse effect on the Class C Members as compared to the Class A Members or Class B Members, without the approval of the Conflicts Committee.

Membership Interests; Additional Members. (aAdditional Person(s) The Members own Membership Interests in the Company. In exchange for each Member’s Capital Contribution may be admitted to the Company referred to in Section 6.01, the Company shall issue to each Member the Membership Interest with the Ownership Percentage set forth opposite such Member’s name on Exhibit A. All membership interests in the Company shall be certificated in the form attached hereto as Exhibit E or such other form as the Board may elect. Each certificate evidencing Membership Interests in the Company shall bear the following legend: “This Certificate evidences a Membership Interest in the Company and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, each other applicable jurisdiction.” Such certificates, if any, may set forth designations with regard to class of interest, capital contribution, voting rights, and any other matter that the Board deems appropriate. No amendment to this provision shall be effective until all outstanding Membership Interest certificates have been surrendered to the Company for cancellation. (b) The Board shall direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the party claiming the certificate of Membership Interests to be lost, stolen or destroyed; provided that, as a condition precedent to the issuance thereof, the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, shall give the Company an indemnity against any claim that may be made against the Company with respect to the certificate alleged to have been lost, stolen or destroyed. (cMember(s) A Membership Interest shall represent a Member’s (i) interest in items of income, gain, loss and deduction of the Company and a right to receive distributions of the Company’s assets in accordance with the provisions of this Agreement and (ii) right to vote on Company matters in accordance with the provisions of the Agreement and designate Representatives. (d) The Company may issue additional Membership Interests and options, rights, warrants and appreciation rights relating to the Membership Interests for any Company purpose at any time and from time to time to such Persons exchange for such consideration and on upon such other terms and conditions conditions, in each case as determined by the Board shall determine in accordance with Section 8.04. (e) Each additional Membership Interest authorized to be issued by good faith. The terms of admission or issuance must specify the Company pursuant to Section 3.01(c) Sharing Percentages applicable thereto and may be issued in one provide for the creation of different classes or more classesgroups of Members having different rights, or one or more series of any such classespowers and duties, with such designations, preferences, including rights, powers and duties (which may be that are senior in preference to existing classes Members. The Board may reflect the creation of any new class or group in an amendment to this Agreement indicating the different rights, powers and series of Membership Interests)duties, as and such an amendment shall be fixed deemed approved and executed by the Board in accordance with Section 8.04Members. Any such admission is effective only after such new Member has executed and delivered to the Members and the Company an instrument containing the notice address of the new Member and such new Member’s ratification of this Agreement and agreement to be bound by it. Upon the admission of a new Member, including Exhibit A will be updated to reflect such admission. Notwithstanding the foregoing, no additional Membership Interest shall be issued to HPIP or any of its Affiliates without (i) the prior written consent of AIM Midstream Holdings, which consent shall not be unreasonably withheld or denied, or (ii) offering the Class B Members a right to share participate in such issuance on a proportionate basis to the Class B Members’ Sharing Percentage at the lower of (A) the price at which the Membership Interests are being issued to HPIP or its Affiliate or (B) the fair market value of such Membership Interests (it being agreed that any price of a Membership Interest issued to an Affiliate of HPIP in which a third party owns an interest shall be presumed to be fair market value). In addition, except with respect to the Company’s exercise of the preemptive rights provided to the Company profits pursuant to the Partnership Agreement, no Class A Member shall take any action, and losses shall cause the Board and any officer(s) not to take any action, that would result in the issuance of any security of the Partnership to an Affiliate of HPIP, the issuance of which would have a disproportionate adverse effect on the Class B Members as compared to the Class A Members, without (i) the approval of the Conflicts Committee or items thereof; (ii) the right to share in Company distributions; (iii) the rights upon dissolution and liquidation prior written consent of the Company; (iv) whetherAIM Midstream Holdings, and the terms and conditions upon which, the Company may, which consent shall not be unreasonably withheld or shall be required to, redeem the Membership Interest (including sinking fund provisions); (v) whether such Membership Interest is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Membership Interest will be issued, evidenced by certificates and assigned or transferred; and (vii) the right, if any, of each such Membership Interest to vote on Company matters, including matters relating to the relative rights, preferences and privileges of such Membership Interestdenied. (f) The Board shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Membership Interests and options, rights, warrants and appreciation rights relating to Membership Interests pursuant to this Section 3.01, (ii) reflecting the admission of such additional Members in the books and records of the Company as the record holder of such Membership Interest and (iii) all additional issuances of Membership Interests, in each case including amending this Agreement and Exhibit A hereof as necessary to reflect any such issuance. The Board, acting pursuant to Section 8.04, shall determine the relative rights, powers and duties of the holders of the Membership Interests being so issued. The Board shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of Membership Interests pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any governmental agency.