Common use of RIGHT TO ACQUIRE Clause in Contracts

RIGHT TO ACQUIRE. LIMITED PARTNER INTERESTS 94 Section 15.1 Right to Acquire Limited Partner Interests 94 ARTICLE XVI GENERAL PROVISIONS 95 Section 16.1 Addresses and Notices; Written Communications 95 Section 16.2 Further Action 96 Section 16.3 Binding Effect 96 Section 16.4 Integration 96 Section 16.5 Creditors 96 Section 16.6 Waiver 96 Section 16.7 Third-Party Beneficiaries 96 Section 16.8 Counterparts 97 Section 16.9 Applicable Law; Forum; Venue and Jurisdiction; Waiver of Trial by Jury 97 Section 16.10 Invalidity of Provisions 98 Section 16.11 Consent of Partners 98 Section 16.12 Facsimile and Email Signatures 98 THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SHELL MIDSTREAM PARTNERS, L.P. dated as of April 1, 2020, is entered into by and between SHELL MIDSTREAM PARTNERS GP LLC, a Delaware limited liability company, as the General Partner, and SHELL MIDSTREAM LP HOLDINGS LLC, a Delaware limited liability company, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.

RIGHT TO ACQUIRE. LIMITED PARTNER INTERESTS 94 72 Section 15.1 Right to Acquire Limited Partner Interests 94 72 ARTICLE XVI XVI. GENERAL PROVISIONS 95 74 Section 16.1 Addresses and Notices; Written Communications 95 74 Section 16.2 Further Action 96 75 Section 16.3 Binding Effect 96 75 Section 16.4 Integration 96 75 Section 16.5 Creditors 96 75 Section 16.6 Waiver 96 75 Section 16.7 Third-Party Beneficiaries 96 75 Section 16.8 Counterparts 97 75 Section 16.9 Applicable Law; Forum; , Venue and Jurisdiction; Waiver of Trial by Jury 97 Jurisdiction 75 Section 16.10 Invalidity of Provisions 98 77 Section 16.11 Consent of Partners 98 77 Section 16.12 Exhibit A Facsimile and Email Signatures 98 Certificate Evidencing Common Units 77 THIS SECOND FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SHELL MIDSTREAM PARTNERSEMERGE ENERGY SERVICES LP, L.P. dated as of April 1May 14, 20202013, is entered into by and between SHELL MIDSTREAM PARTNERS among Emerge Energy Services GP LLC, a Delaware limited liability company, as the General Partner, and SHELL MIDSTREAM LP HOLDINGS Superior Silica Resources LLC, a Delaware Texas limited liability company, as a Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

RIGHT TO ACQUIRE. LIMITED PARTNER INTERESTS 94 115 Section 15.1 Right to Acquire Limited Partner Interests 94 115 ARTICLE XVI XVI. GENERAL PROVISIONS 95 116 Section 16.1 Addresses and Notices; Written Communications 95 116 Section 16.2 Further Action 96 117 Section 16.3 Binding Effect 96 117 Section 16.4 Integration 96 117 Section 16.5 Creditors 96 118 Section 16.6 Waiver 96 118 Section 16.7 Third-Party Beneficiaries 96 118 Section 16.8 Counterparts 97 118 Section 16.9 Applicable Law; Forum; Venue and Jurisdiction; Waiver of Trial by Jury 97 118 Section 16.10 Invalidity of Provisions 98 119 Section 16.11 Consent of Partners 98 119 Section 16.12 Facsimile and Email Signatures 98 119 THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SHELL SUMMIT MIDSTREAM PARTNERS, L.P. LP dated as of April 1November 14, 20202017, is entered into by and between SHELL MIDSTREAM PARTNERS GP Summit Midstream GP, LLC, a Delaware limited liability company, as the General Partner, and SHELL MIDSTREAM LP HOLDINGS Summit Midstream Partners, LLC, a Delaware limited liability company, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.

RIGHT TO ACQUIRE. LIMITED PARTNER INTERESTS 94 Section 15.1 Right to Acquire Limited Partner Interests 94 ARTICLE XVI GENERAL PROVISIONS 95 Section 16.1 Addresses and Notices; Written Communications 95 Section 16.2 Further Action 96 Section 16.3 Binding Effect 96 Section 16.4 Integration 96 Section 16.5 Creditors 96 Section 16.6 Waiver 96 Section 16.7 Third-Party Beneficiaries 96 Section 16.8 Counterparts 97 Section 16.9 Applicable Law; Forum; Venue and Jurisdiction; Waiver of Trial by Jury 97 Section 16.10 Invalidity of Provisions 98 Section 16.11 Consent of Partners 98 Section 16.12 Facsimile and Email Signatures 98 THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SHELL MIDSTREAM PARTNERS, L.P. dated as of April 1[●], 2020, is entered into by and between SHELL MIDSTREAM PARTNERS GP LLC, a Delaware limited liability company, as the General Partner, and SHELL MIDSTREAM LP HOLDINGS LLC, a Delaware limited liability company, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.

RIGHT TO ACQUIRE. LIMITED PARTNER INTERESTS 94 69 Section 15.1 Right to Acquire Limited Partner Interests 94 Interests. 69 ARTICLE XVI SERIES A AND SERIES B CUMULATIVE REDEEMABLE PREFERRED ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇.▇ Designations. 70 Section 16.2 Units. 71 Section 16.3 Distributions. 71 Section 16.4 Liquidation Rights. 73 Section 16.5 Voting Rights. 74 Section 16.6 Optional Redemption. 76 Section 16.7 Rank. 78 Section 16.8 No Sinking Fund. 79 Section 16.9 Record Holders. 79 Section 16.10 Notices. 79 Section 16.11 Other Rights; Fiduciary Duties. 79 ARTICLE XVII GENERAL PROVISIONS 95 79 Section 16.1 17.1 Addresses and Notices; Written Communications 95 . 79 Section 16.2 17.2 Further Action 96 Action. 80 Section 16.3 17.3 Binding Effect 96 Effect. 80 Section 16.4 Integration 96 17.4 Integration. 80 Section 16.5 Creditors 96 17.5 Creditors. 80 Section 16.6 Waiver 96 17.6 Waiver. 81 Section 16.7 17.7 Counterparts. 81 Section 17.8 Applicable Law. 81 Section 17.9 Invalidity of Provisions. 81 Section 17.10 Consent of Partners. 81 Section 17.11 Facsimile Signatures. 81 Section 17.12 Third-Party Beneficiaries 96 Section 16.8 Counterparts 97 Section 16.9 Applicable Law; Forum; Venue and Jurisdiction; Waiver of Trial by Jury 97 Section 16.10 Invalidity of Provisions 98 Section 16.11 Consent of Partners 98 Section 16.12 Facsimile and Email Signatures 98 Beneficiaries. 81 THIS SECOND THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SHELL MIDSTREAM PARTNERSTEEKAY OFFSHORE PARTNERS L.P., L.P. dated as of April 113, 20202015, is entered into by and between SHELL MIDSTREAM PARTNERS Teekay Offshore GP LLCL.L.C., a Delaware ▇▇▇▇▇▇▇▇ Islands limited liability company, as the General Partner, and SHELL MIDSTREAM LP HOLDINGS LLCTeekay Corporation, a Delaware limited liability company▇▇▇▇▇▇▇▇ Islands corporation, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.. In consideration of the covenants, conditions and agreements contained herein, the parties agree as follows:

RIGHT TO ACQUIRE. LIMITED PARTNER INTERESTS 94 69 Section 15.1 Right to Acquire Limited Partner Interests 94 Interests. 69 ARTICLE XVI SERIES A AND SERIES B CUMULATIVE REDEEMABLE PREFERRED ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇.▇ Designations. 70 Section 16.2 Units. 71 Section 16.3 Distributions. 71 Section 16.4 Liquidation Rights. 73 Section 16.5 Voting Rights. 74 Section 16.6 Optional Redemption. 76 Section 16.7 Rank. 78 Section 16.8 No Sinking Fund. 79 Section 16.9 Record Holders. 79 Section 16.10 Notices. 79 Section 16.11 Other Rights; Fiduciary Duties. 79 ARTICLE XVII GENERAL PROVISIONS 95 79 Section 16.1 17.1 Addresses and Notices; Written Communications 95 . 79 Section 16.2 17.2 Further Action 96 Action. 80 Section 16.3 17.3 Binding Effect 96 Effect. 80 Section 16.4 Integration 96 17.4 Integration. 80 Section 16.5 Creditors 96 17.5 Creditors. 80 Section 16.6 Waiver 96 17.6 Waiver. 81 Section 16.7 17.7 Counterparts. 81 Section 17.8 Applicable Law. 81 Section 17.9 Invalidity of Provisions. 81 Section 17.10 Consent of Partners. 81 Section 17.11 Facsimile Signatures. 81 Section 17.12 Third-Party Beneficiaries 96 Section 16.8 Counterparts 97 Section 16.9 Applicable Law; Forum; Venue and Jurisdiction; Waiver of Trial by Jury 97 Section 16.10 Invalidity of Provisions 98 Section 16.11 Consent of Partners 98 Section 16.12 Facsimile and Email Signatures 98 Beneficiaries. 81 THIS SECOND THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SHELL MIDSTREAM PARTNERSTEEKAY OFFSHORE PARTNERS L.P., L.P. dated as of April 1, 20202015, is entered into by and between SHELL MIDSTREAM PARTNERS Teekay Offshore GP LLCL.L.C., a Delaware ▇▇▇▇▇▇▇▇ Islands limited liability company, as the General Partner, and SHELL MIDSTREAM LP HOLDINGS LLCTeekay Corporation, a Delaware limited liability company▇▇▇▇▇▇▇▇ Islands corporation, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.. In consideration of the covenants, conditions and agreements contained herein, the parties agree as follows: