FOURTH AMENDED AND RESTATED OPERATING AGREEMENT OF KOSMOS ENERGY HOLDINGS a Cayman Islands Exempted Company limited by guarantee but not having a share capital

Exhibit 3.4

Execution Copy

FOURTH AMENDED AND RESTATED

OPERATING AGREEMENT

OF

KOSMOS ENERGY HOLDINGS

a Cayman Islands Exempted Company limited by guarantee but not having a share capital

TABLE OF CONTENTS

KOSMOS ENERGY HOLDINGS

FOURTH AMENDED AND RESTATED OPERATING AGREEMENT

i

ii

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EXHIBITS:

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SCHEDULES:

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FOURTH AMENDED AND RESTATED
OPERATING AGREEMENT
OF
KOSMOS ENERGY HOLDINGS

a Cayman Islands Exempted Company limited by guarantee but not having a share capital

This FOURTH AMENDED AND RESTATED OPERATING AGREEMENT OF KOSMOS ENERGY HOLDINGS, dated as of October 9, 2009, is adopted, executed and agreed to, for good and valuable consideration, by the Members (as defined below) executing this Agreement.

RECITALS:

WHEREAS, the initial Members entered into that certain Operating Agreement of the Company (the “Original Agreement”) as of March 9, 2004 (the “Effective Date”);

WHEREAS, the Original Agreement was amended pursuant to that certain First Amendment to Operating Agreement of the Company dated as of February 20, 2005 (the “First Amendment”);

WHEREAS, the Original Agreement, as amended by the First Amendment, was amended and restated in its entirety on June 13, 2007 (the “First Amended and Restated Agreement”);

WHEREAS, the First Amended and Restated Agreement was amended and restated in its entirety on September 18, 2007 (the “Second Amended and Restated Agreement”);

WHEREAS, the Second Amended and Restated Agreement was amended and restated in its entirety on June 18, 2008, and was further amended by the Amendment No. 1 to the Third Amended and Restated Operating Agreement` of the Company on December 18, 2008 (as amended, the “Third Amended and Restated Agreement”);

WHEREAS, pursuant to Section 15.5 of the Third Amended and Restated Agreement, the Members executing this Agreement desire to amend and restate the Third Amended and Restated Agreement; and

WHEREAS, this Agreement will be in force and effect and become binding on the current Members of the Company and their respective spouses by the execution hereof by the required signatories to effect the amendment and restatement of the Third Amended and Restated Agreement.

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and obligations set forth herein, the Third Amended and Restated Agreement is hereby amended and restated in its entirety as follows:

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ARTICLE 1
DEFINITIONS AND CONSTRUCTION

Section 1.1             Definitions. Capitalized terms used in this Agreement (including the Exhibits and Schedules hereto) but not defined in the body hereof shall have the meanings ascribed to them in Exhibit A or, if not defined in Exhibit A, in the Articles, the Contribution Agreement, the Series A Convertible Preferred Unit Designation in the form attached hereto as Exhibit B-1 (the “Series A Convertible Preferred Unit Designation”), the Series B Convertible Preferred Unit Designation in the form attached hereto as Exhibit B-2 (the “Series B Convertible Preferred Unit Designation”), or the Series C Convertible Preferred Unit Designation in the form attached hereto as Exhibit B-3 (the “Series C Convertible Preferred Unit Designation”).

Section 1.2             Construction. Unless the context requires otherwise: (a) pronouns in the masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, (b) the term “including” shall be construed to be expansive rather than limiting in nature and to mean “including, without limitation,” (c) references to Articles and Sections refer to Articles and Sections of this Agreement; (d) the words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole, including the Exhibits and Schedules attached hereto, and not to any particular subdivision unless expressly so limited, and (e) references to Exhibits and Schedules are to the items identified separately in writing by the parties hereto as the described Exhibits or Schedules attached to this Agreement, each of which is hereby incorporated herein and made a part hereof for all purposes as if set forth in full herein.

ARTICLE 2
ORGANIZATION

Section 2.1             Formation. The Company has been organized as a Cayman Islands exempted company limited by guarantee but not having a share capital by the filing of the Memorandum and the Articles in the forms attached hereto as Exhibit C (the Memorandum and the Articles, collectively the “Certificate”) under and pursuant to the Act. All Members shall be deemed to have notice of, and be bound by, the terms and conditions set forth in the Memorandum and the Articles.

Section 2.2             Name. The name of the Company is “Kosmos Energy Holdings,” and all Company business must be conducted in that name or such other name or names that comply with Law and as the Supermajority Holders may select.

Section 2.3             Registered Office; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the Cayman Islands shall be the office of the initial registered agent named in the Memorandum of Association or such other office in the Cayman Islands (which need not be a place of business of the Company) as the Board (as defined below) may designate in the manner provided by the Act (the initial office or such other designated office, the “Registered Office”). The principal office of the Company shall be at such

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place outside of the Cayman Islands as the Board may designate. The Company may have such other offices as the Board may designate.

Section 2.4            Purposes. The purposes of the Company are to engage in any business or activity that is permitted by applicable Law.

Section 2.5            Foreign Qualification. Prior to the Company’s conducting business in any jurisdiction other than the Cayman Islands, the Board shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Board, with all requirements necessary to qualify the Company as a foreign company in that jurisdiction if such qualification is required. At the request of the Board, each Member shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue, and terminate the Company as a foreign company in all such jurisdictions in which the Company may conduct business, provided that no Investor shall be required to file any general consent to service of process or to qualify as a foreign corporation, limited liability company, partnership or other entity in any jurisdiction in which it is not already so qualified.

Section 2.6            Term. The Company commenced upon the filing of the Memorandum with the Registrar and shall have a perpetual existence, unless and until it is dissolved and terminated in accordance with Article 14.

Section 2.7            No State Law Partnership. The Members intend that the Company not be a partnership (including a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and state tax purposes, and this Agreement may not be construed to suggest otherwise.

Section 2.8            Title to Company Assets. Title to the Company’s assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Member, Manager or Officer, individually or collectively, shall have any ownership interest in such Company assets or any portion thereof. Title to any or all of the Company assets may be held in the name of the Company or one or more of its Affiliates or one or more nominees, as the Board may determine. All Company assets shall be recorded as the property of the Company in its books and records, irrespective of the name in which record title to such Company assets is held.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES

Section 3.1             Representations and Warranties. Each of the Members severally, but not jointly, represents and warrants to the Company and the other Members that:

(a)           such Member has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery, and performance by such Member of this Agreement have been duly authorized by all necessary action;

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(b)           this Agreement has been duly and validly executed and delivered by such Member and constitutes the binding obligation of such Member enforceable against such Member in accordance with its terms, subject to Creditors’ Rights; and

(c)           the execution, delivery, and performance by such Member of this Agreement will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of Law to which such Member is subject, (ii) violate any order, judgment, or decree applicable to such Member, or (iii) conflict with, or result in a breach or default under, any term or condition of its certificate of incorporation or by-laws, certificate of limited partnership or partnership agreement, certificate of formation or limited liability company agreement, as applicable, or, except where such conflict, breach or default would not reasonably be expected to, individually or in the aggregate, have an adverse effect on such Member’s ability to satisfy its obligations hereunder, any agreement or other instrument to which such Member is a party.

ARTICLE 4
MEMBERS; CREATION AND TRANSFER OF MEMBERSHIP INTERESTS

Section 4.1             Members. The Members of the Company as of the date hereof are the Persons named in Schedule I hereto.

Section 4.2             Membership Interests.

(a)             Classes. The Membership Interests of the Company shall be divided into two classes of units referred to herein as “Common Units” and “Preferred Units”. The Company is hereby authorized to issue 100,000,000 Common Units (which amount includes 30,000,000 Common Units issuable upon conversion of the Series A Convertible Preferred Units, 20,000,000 Common Units issuable upon conversion of the Series B Convertible Preferred Units and 8,849,555 Common Units issuable upon the conversion of the Series C Convertible Preferred Units) plus such additional number of Common Units as are needed from time to time to comply with the anti-dilution provisions set forth in the Series A Convertible Preferred Unit Designation, the Series B Convertible Preferred Unit Designation, the Series C Convertible Preferred Unit Designation and the provisions of Section 15.12 of this Agreement. The Company is authorized to issue 100,000,000 Preferred Units.

(i)            Of the authorized Preferred Units, (A) 30,000,000 are hereby designated as the “Series A Convertible Preferred Units” and shall have the preferences, rights, qualifications, limitations and restrictions set forth in the Series A Convertible Preferred Unit Designation and elsewhere in this Agreement, (B) 20,000,000 are hereby designated as the “Series B Convertible Preferred Units” and shall have the preferences, rights, qualifications, limitations and restrictions set forth in the Series B Convertible Preferred Unit Designation and elsewhere in this Agreement, and (C) 8,849,555 are hereby designated as the “Series C Convertible Preferred Units” and shall have the preferences, rights, qualifications, limitations and restrictions set forth in the Series C Convertible Preferred Unit Designation and elsewhere in this Agreement. The Series B Convertible Preferred Units shall have a Threshold Value of $15.00 and the Series C Convertible Preferred Units shall have a Threshold Value of $18.25; provided, however, that Series B

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Convertible Preferred Units and Series C Convertible Preferred Units shall not constitute “profits interests” as described in Section 4.2(c).

(ii)           Of the authorized Common Units, 840,000 are designated the $0.85 Units; 2,350,000 are designated the $5.00 Units; 1,100,000 are designated the $10.00 Units; 2,333,333 are designated the $15.00 Units; 1,566,667 are designated the $27.50 Units; 2,500,000 are designated the $40.00 Units; 2,500,000 are designated the $65.00 Units; 2,500,000 are designated the $90.00 Units, 2,660,000 are designated the Management Units and 2,500,000 are designated the C1 Units (the “C1 Units”). Membership Interests shall constitute “securities” governed by Article 8 of the applicable version of the Uniform Commercial Code, as amended from time to time after the Effective Date.

(iii)          Of the aggregate authorized number of $5.00 Units, 2,133,426 have been issued on or prior to the date hereof with a Threshold Value of $5.00 and 216,574 have been issued on or prior to the date hereof with a Threshold Value of $15.00 (the “$5.00 Units”). Subject to Article 10, the Committee may from time to time designate and issue additional series of Profits Units (up to the number of authorized $5.00 Units), each of which shall be designated by its Threshold Value. The Committee shall designate a “Threshold Value” applicable to each such additional series of Profits Units to the extent necessary to cause such Profits Units to constitute “profits interests” as provided in Section 4.2(d) below, but not less than $5.00 (taking into account the adjustments to Book Value contemplated in clause (iii) of subparagraph (b) of the definition thereof). The Threshold Value for each additional series of Profits Units shall equal the sum of five dollars ($5.00) plus the amount that would, in the reasonable determination of the Board, be distributed with respect to each such additional Profits Unit if, immediately prior to the issuance of such additional series, the assets of the Company were sold for their fair market value and the proceeds (net of any liabilities of the Company) were distributed pursuant to Section 7.1(a).

(iv)          Of the aggregate authorized number of $10.00 Units, 1,011,374 have been issued on or prior to the date hereof with a Threshold Value of $10.00 and 88,626 have been issued on or prior to the date hereof with a Threshold Value of $15.00 (the “$10.00 Units”). Subject to Article 10, the Committee may from time to time designate and issue additional series of Profits Units (up to the number of authorized $10.00 Units), each of which shall be designated by its Threshold Value. The Committee shall designate a Threshold Value applicable to each such additional series of Profits Units to the extent necessary to cause such Profits Units to constitute “profits interests” as provided in Section 4.2(d) below, but not less than $10.00 (taking into account the adjustments to Book Value contemplated in clause (iii) of subparagraph (b) of the definition thereof). The Threshold Value for each additional series of Profits Units shall equal the sum of ten dollars ($10.00) plus the amount that would, in the reasonable determination of the Board, be distributed with respect to each such additional Profits Unit if, immediately prior to the issuance of such additional series, the assets of the Company were sold for their fair market value and the proceeds (net of any liabilities of the Company) were distributed pursuant to Section 7.1(a).

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(v)           Of the aggregate authorized number of $15.00 Units, 2,333,333 have been issued on or prior to the date hereof with a Threshold Value of $15.00 (the “$15.00 Units”). Subject to Article 10, the Committee may from time to time designate and issue additional series of Profits Units (up to the number of authorized $15.00 Units), each of which shall be designated by its Threshold Value. The Committee shall designate a Threshold Value applicable to each such additional series of Profits Units to the extent necessary to cause such Profits Units to constitute “profits interests” as provided in Section 4.2(d) below, but not less than $15.00 (taking into account the adjustments to Book Value contemplated in clause (iii) of subparagraph (b) of the definition thereof). The Threshold Value for each additional series of Profits Units shall equal the sum of fifteen dollars ($15.00) plus the amount that would, in the reasonable determination of the Board, be distributed with respect to each such additional Profits Unit if, immediately prior to the issuance of such additional series, the assets of the Company were sold for their fair market value and the proceeds (net of any liabilities of the Company) were distributed pursuant to Section 7.1(a).

(vi)          Of the aggregate authorized number of $27.50 Units, 1,368,333 have been issued on or prior to the date hereof with a Threshold Value of $27.50 (the “$27.50 Units”). Subject to Article 10, the Committee may from time to time designate and issue additional series of Profits Units (up to the number of authorized $27.50 Units), each of which shall be designated by its Threshold Value. The Committee shall designate a Threshold Value applicable to each such additional series of Profits Units to the extent necessary to cause such Profits Units to constitute “profits interests” as provided in Section 4.2(d) below, but not less than $27.50 (taking into account the adjustments to Book Value contemplated in clause (iii) of subparagraph (b) of the definition thereof). The Threshold Value for each additional series of Profits Units shall equal the sum of twenty-seven dollars and fifty cents ($27.50) plus the amount that would, in the reasonable determination of the Board, be distributed with respect to each such additional Profits Unit if, immediately prior to the issuance of such additional series, the assets of the Company were sold for their fair market value and the proceeds (net of any liabilities of the Company) were distributed pursuant to Section 7.1(a).

(vii)         Of the aggregate authorized number of $40.00 Units, 1,947,999 have been issued on or prior to the date hereof with a Threshold Value of $40.00 (the “$40.00 Units”). Subject to Article 10, the Committee may from time to time designate and issue additional series of Profits Units (up to the number of authorized $40.00 Units), each of which shall be designated by its Threshold Value. The Committee shall designate a Threshold Value applicable to each such additional series of Profits Units to the extent necessary to cause such Profits Units to constitute “profits interests” as provided in Section 4.2(d) below, but not less than $40.00 (taking into account the adjustments to Book Value contemplated in clause (iii) of subparagraph (b) of the definition thereof). The Threshold Value for each additional series of Profits Units shall equal the sum of forty dollars ($40.00) plus the amount that would, in the reasonable determination of the Board, be distributed with respect to each such additional Profits Unit if, immediately prior to the issuance of such additional series, the assets of the Company were sold for

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their fair market value and the proceeds (net of any liabilities of the Company) were distributed pursuant to Section 7.1(a).

(viii)        Of the aggregate authorized number of $65.00 Units, 1,789,999 have been issued on or prior to the date hereof with a Threshold Value of $65.00 (the “$65.00 Units”). Subject to Article 10, the Committee may from time to time designate and issue additional series of Profits Units (up to the number of authorized $65.00 Units), each of which shall be designated by its Threshold Value. The Committee shall designate a Threshold Value applicable to each such additional series of Profits Units to the extent necessary to cause such Profits Units to constitute “profits interests” as provided in Section 4.2(d) below, but not less than $65.00 (taking into account the adjustments to Book Value contemplated in clause (iii) of subparagraph (b) of the definition thereof). The Threshold Value for each additional series of Profits Units shall equal the sum of sixty-five dollars ($65.00) plus the amount that would, in the reasonable determination of the Board, be distributed with respect to each such additional Profits Unit if, immediately prior to the issuance of such additional series, the assets of the Company were sold for their fair market value and the proceeds (net of any liabilities of the Company) were distributed pursuant to Section 7.1(a).

(ix)           Of the aggregate authorized number of $90.00 Units, 1,789,999 have been issued on or prior to the date hereof with a Threshold Value of $90.00 (the “$90.00 Units”). Subject to Article 10, the Committee May from time to time designate and issue additional series of Profits Units (up to the number of authorized $90.00 Units), each of which shall be designated by its Threshold Value. The Committee shall designate a Threshold Value applicable to each such additional series of Profits Units to the extent necessary to cause such Profits Units to constitute “profits interests” as provided in Section 4.2(d) below, but not less than $90.00 (taking into account the adjustments to Book Value contemplated in clause (iii) of subparagraph (b) of the definition thereof). The Threshold Value for each additional series of Profits Units shall equal the sum of ninety dollars ($90.00) plus the amount that would, in the reasonable determination of the Board, be distributed with respect to each such additional Profits Unit if, immediately prior to the issuance of such additional series, the assets of the Company were sold for their fair market value and the proceeds (net of any liabilities of the Company) were distributed pursuant to Section 7.1(a).

(x)            Management Units that are forfeited to or repurchased by the Company after the Effective Date and reissued pursuant to Article 10 with a Threshold Value (of zero or greater) are, upon such reissuance, designated Profits Units. Subject to Article 10, the Committee may from time to time designate and issue additional series of such Profits Units (up to the number of forfeited or repurchased Management Units), each of which shall be designated by its Threshold Value. The Committee shall designate a Threshold Value applicable to each such additional series of Profits Units to the extent necessary to cause such Profits Units to constitute “profits interest” as provided in Section 4.2(d) below. The “0.85 Units,” which are a series of 840,000 Profits Units, 839,999 of which were issued prior to the date hereof upon forfeiture of or repurchase by the Company of

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Management Units as contemplated herein, have a Threshold Value of $0.85. The Threshold Value for each additional series of Profits Units shall equal the amount that would, in the reasonable determination of the Board, be distributed with respect to the issuance of such additional series, if, immediately prior to the issuance of such additional series, the assets of the Company were sold for their fair market value and the proceeds (net of any liabilities of the Company) were distributed pursuant to Section 7.1(a).

(xi)           Of the aggregate authorized number of Cl Units, 2,500,000 have been issued on or prior to the date hereof. The Cl Units shall have a Threshold Value of $18.25.

(xii)          Profits Units (including those issued pursuant to clause (x)) that have been repurchased by or forfeited to the Company may be reissued subject to the requisite Committee approval and other terms and conditions of this Agreement, including the respective requirements of Section 4.2(a)(iii) through (x) with respect to Threshold Value and the provisions of Article 10. For the avoidance of doubt, any Profits Units (including those issued pursuant to clause (x)) that have been repurchased by or forfeited to the Company may be reissued in accordance with this Agreement with a Threshold Value that is different from the Threshold Value (if any) of the Units so repurchased or forfeited, subject to the provisions of Section 4.2(a)(iii) through (x), as applicable.

(b)           Unit Certificates. Ownership of Units may be evidenced by unit certificates, but membership in the Company shall be exclusively evidenced and determined by entry in the Register of Members. The forms of unit certificates representing Common Units and Profits Units are set forth as Exhibit D-1 and Exhibit D-2, respectively; and the forms of unit certificates representing Series A Convertible Preferred Units, Series B Convertible Preferred Units, and Series C Convertible Preferred Units are set forth as Exhibit E-1, Exhibit E-2 and Exhibit E-3, respectively. Notwithstanding the preceding sentence, certificates issued prior to the date hereof representing $5.00 Units (as defined in the First Amended and Restated Agreement) or Class B-1 Units (as defined in the Second Amended and Restated Agreement) issued prior to the date hereof shall, from and after the date hereof, represent $5.00 Units; certificates issued prior to the date hereof representing $10.00 Units (as defined in the First Amended and Restated Agreement) or Class C-1 Units (as defined in the Second Amended and Restated Agreement) issued prior to the date hereof shall, from and after the date hereof, represent $10.00 Units; and certificates issued prior to the date hereof representing Class A Threshold Units (as defined in the Second Amended and Restated Agreement) issued prior to the date hereof shall, from and after the date hereof, represent $0.85 Units. Additional forms of certificates shall be approved by the Board from time to time in the event additional classes or series of Membership Interests are created in accordance with this Agreement. The Company shall issue one or more certificates to each Member, which certificates need not bear a seal of the Company but shall be signed by the Chief Executive Officer, President or any Vice President and by the Secretary or any Assistant Secretary certifying the number, class and series of Units represented by such certificate. The unit certificate books shall be kept by the Secretary or at the office of such transfer agent or transfer agents as the Board may from time to time by resolution select. In the event any Officer, transfer agent or registrar who shall have signed, or whose facsimile signature or signatures shall

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have been placed upon, any such certificate or certificates shall have ceased to be such Officer, transfer agent or registrar before such certificate is issued by the Company, such certificate may nevertheless be issued by the Company with the same effect as if such Person were such Officer, transfer agent or registrar at the date of issue. The unit certificates shall be consecutively numbered and shall be entered in the books of the Company as they are issued and shall exhibit the holder’s name and number of Units. The Board may determine the conditions upon which a new unit certificate may be issued in place of a certificate which is alleged to have been lost, stolen or destroyed and may, in its discretion, require the owner of such certificate or its legal representative to give bond, with sufficient surety, to indemnify the Company and each transfer agent and registrar against any and all loss or claims which may arise by reason of the issuance of a new certificate in the place of the one so lost, stolen or destroyed. Each unit certificate and the Register of Members shall bear a legend on the face thereof in the following form:

“TRANSFER IS SUBJECT TO RESTRICTIVE LEGENDS ON BACK.”

and shall bear a legend on the reverse side thereof substantially in the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT). THIS SECURITY IS SUBJECT TO CERTAIN VOTING AGREEMENTS, RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS SET FORTH IN THE ARTICLES OF ASSOCIATION OF THE COMPANY, AS AMENDED FROM TIME TO TIME, AND IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.”

and, if representing a Profits Unit or a Management Unit, shall include the following sentence at the end of the legend on the reverse side thereof:

“THIS SECURITY IS SUBJECT TO FORFEITURE TO AND/OR REPURCHASE BY THE COMPANY UNDER THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT.”

(c)           Conformed copies of this Agreement shall be filed with the Secretary of the Company and kept with the records at its principal executive offices. In addition to the legend required by Section 4.2(b) above, each Member agrees that the Register of Members and each unit certificate heretofore or hereafter issued by the Company shall also bear such other legends as may be required pursuant to the Contribution Agreement. Any such legend shall be removed

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by the Company upon the request (which shall include customary representations and opinions of counsel if reasonably requested by the Company) of a Member when such legend is no longer applicable.

(d)           The Profits Units are intended to constitute “profits interests” within the meaning of Revenue Procedures 93-27 and 2001-43 (or the corresponding requirements of any subsequent guidance promulgated by the IRS or other applicable Law). Accordingly, the capital account associated with each such Unit at the time of its issuance shall be equal to zero dollars. The Company and the holders of such Units shall file all federal income tax returns consistent with such characterization.

Section 4.3            Dispositions of Membership Interests. No Member, nor any spouse of a Member, Personal Representative of a Member or legal representative, agent or Assignee of a Member, may Dispose of all or any portion of such Member’s Membership Interest and Units, except to the extent expressly provided in Article 5. The Members agree that the restrictions contained in this Agreement are fair and reasonable and in the best interests of the Company and the Members.

Section 4.4            Admission of Additional Members. Any Person that acquires Units pursuant to a Disposition of Units to such Person by a Member in accordance with Article 5 and the other provisions of this Agreement or pursuant to an issuance to such Person by the Company in accordance with this Agreement or the Contribution Agreement shall automatically be admitted as a Member without further action by the Company. No other Person (including an Assignee) that acquires a Membership Interest and Units shall be admitted to the Company as a Member in connection with a Disposition or an issuance by the Company, without the consent of the Supermajority Holders. An Assignee, in its capacity as such, of a Membership Interest and Units shall only be entitled to receive allocations and distributions pursuant to Article 7 and shall not have any other rights or powers of a Member, including any voting rights. Until an Assignee becomes a Member, the transferring Member from which such Assignee received its Membership Interest shall continue to be a Member and have the power to exercise any rights or powers as a Member, but shall not have the right to receive allocations or distributions pursuant to Article 7. Any increase in the number of Members must be notified to the Registrar within 30 days of such increase.

Section 4.5            Preemptive Rights For New Securities Issued By The Company.

(a)           Except in the case of Excluded Securities (as hereinafter defined), the Company shall not, and shall cause its Subsidiaries not to, issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange any Membership Interests or Units of, or other equity interests in, the Company or any Subsidiary of the Company, or any ights to acquire any such Membership Interests or Units or other equity interests, whether or not immediately exercisable and whether evidenced by an option, warrant, convertible security or other instrument or agreement (collectively, “New Securities”), unless in each case the Company shall have first offered or caused such Subsidiary to offer (the “Preemptive Offer”) to sell such New Securities at the same price and upon the same terms and conditions (including, in the event that such New Securities are issued in a unit together with other securities, the purchase of such

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other securities) (the “Offered New Securities”) to each Investor Unitholder (other than a Non-Consenting Investor if such issuance, sale, exchange or agreement pursuant to this Section 4.5 is for the purpose of raising the funding for the activity to which the Non-Consent Event related) and each Management Unitholder that (i) owns Convertible Preferred Units, (ii) is a Member and (iii) is an Accredited Investor by delivery to such Unitholders of written notice of such offer stating the Company or Subsidiary, as the case may be, proposes to sell such Offered New Securities, the number or amount of the Offered New Securities proposed to be sold, the proposed purchase price therefor and any other terms and conditions of such offer. The Preemptive Offer shall by its terms remain open and irrevocable for a period of 15 days from the date it is delivered to the Unitholders eligible to receive such notice (the “Preemptive Offer Period”).

(b)           Each Unitholder being offered the Offered New Securities (an “Offeree”) shall have the option, exercisable at any time during the Preemptive Offer Period by delivering written notice to the Company (a “Preemptive Offer Acceptance Notice”), to subscribe for (i) the number or amount of such Offered New Securities up to its Proportionate Percentage of the group of such Offerees (excluding from such calculation any Unvested Management Units) of the total number or amount of Offered New Securities proposed to be issued and (ii) the number or amount of such Offered New Securities up to its Proportionate Percentage as determined below (excluding from such calculation any Unvested Management Units) of the Offered New Securities not subscribed for by other Offerees as specified in its Preemptive Offer Acceptance Notice pursuant to clause (i) above. Any Offered New Securities not subscribed for by an Offeree pursuant to clause (i) of the immediately preceding sentence shall be deemed to be reoffered to and accepted by the Offerees exercising their options specified in clause (ii) of the immediately preceding sentence with respect to the lesser of (A) the number or amount specified in their respective Preemptive Offer Acceptance Notices and (B) an amount equal to their respective Proportionate Percentages of the group of such Offerees electing to subscribe for Offered New Securities pursuant to such clause (ii) (excluding from such calculation any Unvested Management Units) with respect to such deemed offer. Such deemed offer and acceptance procedures described in the immediately preceding sentence shall be deemed to be repeated, to the extent required, until either (x) all of the Offered New Securities are deemed accepted by the Offerees or (y) the full number and amount of Offered New Securities subscribed for in all of the Preemptive Offer Acceptance Notices have been accepted. The Company shall notify each Offeree accepting Offered New Securities hereunder within five days following the expiration of the Preemptive Offer Period of the number or amount of Offered New Securities which such Offeree has subscribed to purchase, the closing date for the sale of such Offered New Securities (which closing shall be at a reasonable place and time within 45 days from the expiration of the applicable Preemptive Offer Period) and such other details (consistent with the Preemptive Offer) necessary and reasonable in order to effectuate the sale of the Offered New Securities; provided, however, the Company may elect not to sell the Offered New Securities if the Unitholders do not collectively subscribe for all the Offered New Securities; provided further, however, that if the Company elects not to sell any Offered New Securities to the Unitholders, the Company shall not be entitled to sell any Offered New Securities to any other Persons unless such Offered New Securities are again offered to the Unitholders under the procedures specified in this Section 4.5.

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(c)           If Preemptive Offer Acceptance Notices are not given by the eligible Unitholders for all the Offered New Securities, the Company shall have 45 days from the expiration of the Preemptive Offer Period to sell all or any part of such Offered New Securities as to which Preemptive Offer Acceptances Notices have not been given by the Unitholders (the “Refused New Securities”) to any other Persons, but only upon terms and conditions in all material respects, including price, which are no more favorable, individually or in the aggregate, to such other Persons or less favorable, individually or in the aggregate, to the Company than those set forth in the Preemptive Offer. Upon the closing, which shall occur at a reasonable time and place within such 45 day period and shall include full payment to the Company, of the sale to such other Persons of the Refused New Securities, the accepting Unitholders shall purchase from the Company, and the Company shall sell to the accepting Unitholders, the Offered New Securities with respect to which the Preemptive Offer Acceptance Notices were delivered by the accepting Unitholders, at the terms specified in the Preemptive Offer, In each case, any Offered New Securities not purchased by the accepting Unitholders or any other Persons in accordance with this Section 4.5 within 45 days after the expiration of the Preemptive Offer Period may not be sold or otherwise disposed of until they are again offered to the Unitholders under the procedures specified in this Section 4.5.

(d)           The rights of the Investor Unitholders and Management Unitholders under this Section 4.5 shall not apply to the following New Securities (the “Excluded Securities”):

(i)           the issuance of Profits Units to Participants (as defined in Article 10) pursuant to this Agreement or pursuant to a similar plan or arrangement approved by the Supermajority Holders;

(ii)          the issuance of any Management Units;

(iii)         New Securities issued as consideration to the sellers in connection with an acquisition by the Company in a bona fide arms length transaction, the terms of which have been approved by the Supermajority Holders;

(iv)        New Securities issued upon the exercise or conversion of any New Securities issued in compliance with this Section 4.5;

(v)         New Securities issued in a Qualified Public Offering;

(vi)        New Securities issued as a dividend or upon any split or other pro-rata subdivision or combination of the New Securities;

(vii)       New Securities issued to any Person that is not an Investor Unitholder or an Affiliate of any Investor Unitholder, so long as the Supermajority Holders have approved the waiver of the pre-emptive rights with respect to such issuance;

(viii)      New Securities held by a Subsidiary of the Company which securities are transferred to the Company by such Subsidiary;

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(ix)         New Securities of a Subsidiary of the Company issued to the Company or a direct or indirect wholly owned Subsidiary of the Company;

(x)          Convertible Preferred Units issued pursuant to the Contribution Agreement and Common Units issued upon the conversion of those Convertible Preferred Units and Cl Units issued pursuant to the Contribution Agreement;

(xi)         New Securities of the IPO Corporation into which Units are converted in connection with an IPO Conversion; and

(xii)        New Securities issued to holders of securities previously issued pursuant to Section 4.6, which New Securities are issued to such holders pursuant to the terms of such securities previously issued pursuant to Section 4.6.

Section 4.6            Creation and Issuance of Additional Units of Membership Interests. The Requisite Holders are hereby expressly authorized to amend this Agreement to provide, out of the undesignated and unissued Preferred Units, for the authorization and issuance of one or more series of Preferred Units, with such voting powers, if any, and with such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be expressed in the resolution or resolutions providing for the issuance thereof adopted by the Board and submitted to and approved by the Requisite Holders (a “Series Designation”), including the following:

(i)           the designation of such series and the number of Units to constitute such series;

(ii)          whether the Units of such series shall have voting rights, in addition to any voting rights provided by Law, and, if so, the terms of such voting rights, which may be general or limited;

(iii)         the distributions, if any, to be made on such series, whether any such distributions shall be cumulative, and, if so, from what dates, the conditions and dates upon which such distributions shall be made, the preferences or relation which such distributions shall bear to the distributions payable on any Units of any other class or series of Units; and the allocations of profits and losses, if any, to be made on such series, and from what dates, the conditions and dates upon which allocations shall be made, the preferences or relation which such allocations shall bear to the allocations to be made on any Units of any other class or series of Units;

(iv)        whether the Units of such series shall be subject to repurchase by the Company or forfeiture, and, if so, the times, prices and other applicable terms and conditions of such repurchase or forfeiture;

(v)         the amount or amounts payable upon Units of such series upon, and the rights of the holders of such series in, the voluntary or involuntary liquidation, dissolution or winding up, or upon any distribution of the assets, of the Company;

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(vi)          whether the Units of such series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or repurchase of the Units of such series for retirement or other company purposes and the terms and provisions relative to the operation thereof;

(vii)         whether the Units of such series shall be convertible into, or exchangeable for, Units of any other class or series of Units and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of such conversion or exchange;

(viii)        the limitations and restrictions, if any, to be effective while any Units of such series are outstanding upon the making of distributions on, and upon the repurchase, redemption or other acquisition by the Company of, the Common Units or any other class or series of Units;

(ix)           the conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon the issue of any additional Units, including additional Units of such series or of any other series or class of Units; and

(x)            whether the Units of such series shall be entitled to preemptive rights (other than with respect to Excluded Securities).

The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Units, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding and may include the right to consent to specified Company actions and other negative controls, the right to receive information and other affirmative rights and the right to increase the size of the Board pursuant to Section 8.2(a) to provide for the designation pursuant to Section 8.2(b) of one or more additional Managers by the holders of such Preferred Units; provided, however, that in no event shall the number of additional Managers permitted to be designated by the holders of such Preferred Units exceed the lesser of (i) 50% of the total number of Managers as of the date of the issuance of such Preferred Units (after giving effect to the number of directors which the holders of such Preferred Units are entitled to elect) and (ii) the number of Managers as would be allocated to such holders, (A) if such Preferred Units are convertible into Common Units, on a pro rata basis based on the number of Common Units held by such holders of Preferred Units on a fully-diluted basis as compared to the number of Common Units held by all other holders of Preferred Units on a fully-diluted basis, in each case with fully-diluted being calculated by taking into account the number of Common Units into which all outstanding Preferred Units issued on or before the issuance of such Preferred Units pursuant to this Section 4.6 (but including such Preferred Units issued pursuant to this Section 4.6) would be converted at the then applicable conversion ratios and all then outstanding Vested Units and C1 Units, and (B) if such Preferred Units are not so convertible, on a pro rata basis based on the amount paid to the Company for such Preferred Units in relation to the amounts paid by all other holders of Preferred Units (including the Convertible Preferred Units) for their Preferred Units on or before the issuance of such Preferred Units issued pursuant to this Section 4.6. All Units of any one series of Preferred

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Units shall be identical in all respects with all other Units of such series, except that Units of any one series issued at different times may differ as to the dates from which distributions thereon shall be cumulative and except for such other differences as are otherwise permitted by Law. Notwithstanding anything to the contrary contained herein, no Convertible Preferred Units shall be issued or issuable other than pursuant to the Contribution Agreement, unless otherwise agreed to by the Supermajority Holders.

Section 4.7            Information.

(a)          No Member shall be entitled to obtain any information relating to the Company except as expressly provided in this Agreement or to the extent required by the Act; and to the extent a Member is so entitled to such information, such Member shall be subject to the provisions of Section 4.7(b). Each Manager shall have access to all information regarding the Company subject to the provisions of Section 4.7(b).

(b)         Each Member agrees that all Confidential Information shall be kept confidential by such Member and shall not be disclosed by such Member in any manner whatsoever; provided, however, that (i) any of such Confidential Information may be disclosed to Managers, Officers, employees and authorized representatives (including attorneys, accountants, consultants, bankers and financial advisors) of such Member (collectively, for purposes of this Section 4.7(b), “Representatives”), each of which Representatives shall be bound by the provisions of this Section 4.7(b), (ii) any disclosure of Confidential Information may be made to the extent to which the Company consents in writing, (iii) any disclosure may be made by an Investor Unitholder of the terms of a Member’s investment in the Company pursuant to the Contribution Agreement or this Agreement and the performance of that investment to the extent in compliance with applicable Law (whether in the Member’s fundraising materials or otherwise); (iv) any disclosure may be made of Confidential Information to a Member’s partners, members, stockholders, prospective partners, members, stockholders or Affiliates or their authorized representatives, each of whom shall be bound by the provisions of this Section 4.7(b) as if a Member, (v) Confidential Information may be disclosed by a Member or Representative to the extent reasonably necessary in connection with such Member’s enforcement of its rights under this Agreement, and (vi) Confidential Information may be disclosed by any Member or Representative to the extent that the Member or Representative has received advice from its counsel that it is legally compelled to do so, provided that, prior to making such disclosure, the Member or Representative, as the case may be, uses commercially reasonable efforts to preserve the confidentiality of the Confidential Information, including consulting with the Company regarding such disclosure and, if reasonably requested by the Company, assisting the Company, at the Company’s expense, in seeking a protective order to prevent the requested disclosure, and provided further that the Member or Representative, as the case may be, discloses only that portion of the Confidential Information as is, based on the advice of its counsel, legally required.

Section 4.8            Liability to Third Parties. No Member shall be liable for the debts, obligations or liabilities of the Company solely by reason of being a Member except to the extent provided in the Memorandum.

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Section 4.9             Cessation of Membership. A Member shall automatically cease to be a Member upon Disposition of all of such Member’s Units in accordance with this Agreement and the removal of such Member’s name from the Register of Members. Immediately upon any such Disposition, the Managers shall cause such Member’s name to be removed from the Register of Members.

Section 4.10           Spouses of Members. Spouses of the Members that are natural persons do not become Members as a result of such marital relationship. Each spouse of a Member shall be required to execute an Addendum Agreement in the form of Exhibit F to evidence their agreement and consent to be bound by the terms and conditions of this Agreement as to their interest, whether as community property or otherwise, if any, in the Membership Interests and Units owned by such Member.

ARTICLE 5
RESTRICTIONS ON DISPOSITIONS OF MEMBERSHIP INTERESTS

Section 5.1             Restrictions On Dispositions.

(a)            Anything in this Agreement to the contrary notwithstanding, no issuance or Disposition of Membership Interests and Units otherwise permitted or required by this Agreement shall be made unless such issuance or Disposition is in compliance with federal and state securities laws, including the Securities Act and the rules and regulations thereunder, and the Act. If any such issuance or Disposition is made pursuant to an exemption from such laws, rules and regulations, such Disposition shall be made only upon the transferee first having delivered to the Company a favorable written opinion of counsel, reasonably satisfactory in form and substance to the Company, to the effect that the proposed sale or transfer is exempt from registration under the Securities Act and any applicable state securities laws; provided, however, that no such opinion of counsel shall be required for (A) a Disposition by a Member to a Permitted Transferee if, in each case, the Permitted Transferee agrees in writing to be subject to the terms and conditions hereof to the same extent as if such Permitted Transferee were a Member; (B) a sale duly made in compliance with Rule 144, or if the Member would be permitted to Dispose of the securities without restriction pursuant to paragraph (b) of Rule 144 (it being agreed that the Company shall have the right to receive evidence reasonably satisfactory to it regarding compliance with such Rule prior to the registration of any such transfer), (C) a Disposition pursuant to an effective registration statement, (D) an issuance of Units by the Company pursuant to the Contribution Agreement or (E) an issuance of Management Units or Profits Units by the Company pursuant to this Agreement.

(b)            Anything in this Agreement to the contrary notwithstanding, unless otherwise agreed to in writing by the Company and the Supermajority Holders, no Disposition of Membership Interests and Units otherwise permitted or required by this Agreement shall be effective unless and until any transferee who is not already a party to this Agreement (and such transferee’s spouse, if applicable) shall execute and deliver to the Company an Addendum Agreement in the form attached hereto as Exhibit F (an “Addendum Agreement”) in which such transferee (and such transferee’s spouse, if applicable) agrees to be bound by this Agreement and the Certificate and to observe and comply with this Agreement and the Certificate and with all

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obligations and restrictions imposed on the Members hereby and thereby. Such transferee shall become a Management Unitholder if the transferor was a Management Unitholder and shall become an Investor Unitholder if the transferor was an Investor Unitholder; provided, however, that each Permitted Transferee of a Disposition that is then (i) an Investor Unitholder, shall become or remain an Investor Unitholder for all purposes of this Agreement or (ii) a Management Unitholder or spouse thereof, shall become or remain a Management Unitholder for all purposes of this Agreement. Any Person who is not already a party to this Agreement and acquires Units pursuant to the Contribution Agreement or Management Units or Profits Units pursuant to this Agreement shall be required to become a party to this Agreement by executing (together with such Person’s spouse, if applicable) an Addendum Agreement and shall become a Management Unitholder. If any Person acquires Units, notwithstanding such Person’s failure to execute and deliver an Addendum Agreement in accordance with the preceding sentence, whether such acquisition resulted by operation of Law or otherwise, such Person (and such Person’s spouse) and such Units shall be subject to this Agreement and the Certificate.

(c)         Dispositions of Membership Interests and Units may only be made in strict compliance with all applicable terms of this Agreement and the Articles, and any purported Disposition of Membership Interests and Units that does not so comply with all applicable provisions of this Agreement shall be null and void and of no force or effect, and the Company shall not recognize or be bound by any such purported Disposition and shall not effect any such purported Disposition on the transfer books of the Company or Capital Accounts of the Unitholders. The parties hereto agree that the restrictions contained in this Article 5 are fair and reasonable and in the best interests of the Company and its Members and Unitholders.

(d)         All Units held by any Subsidiary of the Company shall not be deemed outstanding for any purpose under this Agreement.

(e)         Prior to the termination of this Article 5 (other than Section 5.1(a)) pursuant to Section 15.6, all newly issued Units shall only be issued to Persons who are or become party to this Agreement by execution of an Addendum Agreement; provided, however, that any such acquiror’s (and such acquiror’s spouse’s) execution and delivery of an Addendum Agreement shall not constitute admission to the Company as a Member (unless such newly issued Units were acquired pursuant to the Contribution Agreement or are Management Units or Profits Units acquired pursuant to this Agreement) unless and until such transferee is duly admitted as a Member in accordance with this Agreement and the Articles; provided further that each such acquiror who (i) is an employee or consultant of the Company shall become a Management Unitholder for all purposes of this Agreement, (ii) is an Investor Unitholder shall remain an Investor Unitholder with respect to such newly acquired Units and (iii) is not an employee or consultant of the Company shall have such designation, if any, as shall be determined by the Board, with the concurrence of the Supermajority Holders.

(f)          No Disposition of Membership Interests and Units may be made pursuant to this Article 5 by a Management Unitholder prior to the later of (i) the fifth anniversary of the Prior Closing and (ii) the earlier to occur of (A) the seventh anniversary of the Prior Closing and (B) exhaustion of the Total Commitment (as defined in the Contribution Agreement), except for such Dispositions made in accordance with Sections 5.2, 5.7, 5.8, 5.9, 11.2 or 11.3; provided,

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however, that the restrictions imposed on Dispositions by Management Unitholders pursuant to this Section 5.1(f) shall cease to be of further force and effect upon the earliest to occur of the following (i) the consummation of a Qualified Public Offering, (ii) the consummation of an Approved Sale pursuant to Section 5.7 and (iii) the occurrence of a Liquidation Event, provided further, however, that (not including Dispositions made in accordance with Sections 5.2, 5.7, 5.8, 5.9, 11.2 or 11.3), from the Prior Closing until June 30, 2008, or following June 30, 2009, each Management Unitholder may make a one-time Disposition of (1) Series A Convertible Preferred Units, (2) Vested Management Units, (3) vested $0.85 Units, (4) vested $5.00 Units, (5) vested $10.00 Units, or (6) any combination thereof in accordance with the provisions of this Article 5 in a total amount not to exceed the lesser of (x) $5.0 million (determined based on a bona fide offer to acquire such Units) or (y) an amount equaling 10% of the aggregate fair market value (determined based on a bona fide offer to acquire such Units) of all Units held by such Management Unitholder calculated on a Fully-Diluted Basis, (a “Management Unitholder Disposition”). For the avoidance of doubt, any Units acquired pursuant to a Management Unitholder Disposition may not be Disposed of by the transferee pursuant to a subsequent Management Unitholder Disposition.

(g)         Notwithstanding anything to the contrary herein, Preferred Units issued pursuant to Section 4.6 shall not be subject to Sections 5.2 through 5.8 except to the extent provided in the applicable Series Designation.

(h)         Dispositions made in accordance with this Agreement shall be effected by such documents and instruments as are necessary to comply with the Act and other applicable Cayman Islands Law, including the form of instrument of transfer attached hereto as Exhibit G or such other form of instrument of transfer approved by the Board.

Section 5.2            Permitted Dispositions.

(a)           Subject to the provisions of Section 5.1, a Management Unitholder may at any time make a Disposition of any or all of his Units to any Person who is a Permitted Transferee with respect to the transferor Management Unitholder, and such Permitted Transferee shall not be entitled to make any further Dispositions in reliance upon this Section 5.2, except for a Disposition of such acquired Units back to such original transferor Management Unitholder. Any Units transferred by a Management Unitholder to a Permitted Transferee of such Management Unitholder shall be deemed to continue to be owned by such Management Unitholder for purposes of Sections 11.1 and 11.2 hereof and as a condition to any such transfer, such Permitted Transferee must agree to comply with the provisions of Sections 11.1 and 11.2 as if such Units were owned by such Management Unitholder.

(b)           Subject to the provisions of Section 5.1, an Investor Unitholder may at any time or times make a Disposition of any or all of its Units to any Person who is a Permitted Transferee with respect to the transferor Investor Unitholder (and each such Permitted Transferee may in turn make any such Disposition to another Person who is a Permitted Transferee with respect to the initial transferor Investor Unitholder upon the same terms and conditions).

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(c)          A Disposition of any kind or character otherwise prohibited by this Agreement may be permitted if approved by the Supermajority Holders.

(d)         Any conversion of Convertible preferred Units in accordance with the Series A Convertible Preferred Unit Designation, the Series B Convertible Preferred Unit Designation or the Series C Convertible Preferred Unit Designation shall be a permitted Disposition.

(e)         Any transfer of Units pursuant to Sections 11.1, 11.2 or 11.3 shall be a permitted Disposition.

(f)         Any transfer of Management Units by a Management Unitholder to the Company shall be a permitted Disposition.

(g)         Any transfer of Units to a Permitted Transferee made pursuant to this Section 5.2 and any other Disposition permitted by this Section 5.2 shall not be subject to the terms of Sections 5.3 through 5.6 hereof.

(h)         Any conversion of Units in connection with an IPO Conversion pursuant to Section 5.9(a) shall be a permitted Disposition.

(i)           Notwithstanding the provisions of this Section 5.2, a Member may not make a Disposition of Membership Interests or Units to a Permitted Transferee if such Disposition has as a purpose the avoidance of (or is otherwise undertaken in contemplation of avoiding the) restrictions on Dispositions in this Agreement (it being understood that the purpose of this Section 5.2(i) is to prohibit the Disposition of Membership Interests or Units to a Permitted Transferee followed by a change in the relationship between the transferor and the Permitted Transferee (or a change of control of such transferor or Permitted Transferee) after the Disposition with the result and effect that the transferor has indirectly made a Disposition of Membership Interests or Units by using a Permitted Transferee, which Disposition would not have been directly permitted under this Section 5.2 had such change in such relationship occurred prior to such Disposition).

(j)          Each Member that is an entity that was formed for the sole or principal purpose of directly or indirectly acquiring Membership Interests or Units or an entity whose principal asset is its Membership Interests or Units, or direct or indirect interests in Membership Interests or Units, agrees that it will not permit dispositions of equity interests in such Member in a single transaction or series of related transactions if such dispositions collectively would result in equity interests in such Member representing a majority of the economic or voting interests in such Member being owned or Controlled by a Person or Persons that do not own an equity interest in such Member as of the Effective Date (or, if such Membership Interests or Units were Disposed of in accordance with this Article 5, then as of the date of such Disposition) unless such Member requires such dispositions of such equity interests to be treated as a Disposition of Membership Interests or Units hereunder.

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(k)           Any Disposition of Units previously issued pursuant to Section 4.6 shall be a Permitted Disposition except to the extent restricted pursuant to the applicable Series Designation.

Section 5.3            Notice Of Right Of First Refusal .

(a)          If a Management Unitholder or an Investor Unitholder receives a bona fide written offer from any Person, including any other Unitholder (a “Third Party Offer”) for the purchase of all or a part of his or its Units (other than Profits Units and Unvested Management Units) that such Unitholder desires to accept, such Unitholder (the “Offeror Unitholder”) agrees to give written notice of such Third Party Offer (the “Notice of Right of First Refusal”) to the Secretary of the Company and, within five business days after receipt of the Notice of Right of First Refusal by the Company, the Company will send a copy of the Notice of Right of First Refusal to the Investor Unitholders and the Management Unitholders (other than the Offeror Unitholder). The notice must set forth such Management Unitholder’s or Investor Unitholder’s intention to make a Disposition, the name and address of the proposed transferee (the “Third Party”), the number and class of Units to be sold (the “Offered Units”), the price per Unit (the “Offer Price”), all details of the payment terms and all other terms and conditions of the proposed Disposition, including that such Units must be sold free and clear of all liens and encumbrances (other than liens and encumbrances arising under this Agreement or applicable securities laws). A Third Party Offer may not contain provisions related to any property of the Offeror Unitholder other than the Units (excluding Profits Units and Unvested Management Units) held by the Offeror Unitholder, and the Offer Price shall be expressed only in terms of cash (in U.S. dollars). The Offer Price may differ in order to reflect differences in the Preferred Return Amount and the Liquidation Preference with respect to the Convertible Preferred Units that are Offered Units and the Threshold Value with respect to the Series B Convertible Preferred Units, the Series C Convertible Preferred Units and the Cl Units. The Offeror Unitholder shall deliver such Notice of Right of First Refusal to the Company no less than thirty (30) days prior to the date of the proposed Disposition. Any proposed Disposition not satisfying the terms of this Section 5.3 (e.g., a Third Party Offer in which not all of the proposed consideration is cash or a Third Party Offer to purchase Profits Units) may not be made unless otherwise expressly permitted pursuant to the provisions of this Article 5 other than Sections 5.3, 5.4 or 5.5.

(b)         The date that the Notice of Right of First Refusal is received by the Company shall constitute the “First Refusal Notice Date.” The Company shall be obligated to promptly determine the First Refusal Notice Date following its receipt of a Notice of Right of First Refusal, and a copy of the Notice of Right of First Refusal together with a letter indicating the First Refusal Notice Date shall be promptly given by the Company to all applicable Investor Unitholders within five (5) Business Days of the determination of the First Refusal Notice Date.

Section 5.4             Rights Of First Refusal For Certain Units Held By Management Unitholders.

(a)            Primary Right Of First Refusal. The Company shall have the sole and exclusive option for a period of ten (10) days following the First Refusal Notice Date to accept, on the

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terms specified in the Notice of Right of First Refusal, any Offered Units (other than Convertible Preferred Units) that are held by an Offeror Unitholder that is a Management Unitholder. The Company may exercise such option by giving written notice of exercise to the Offeror Unitholder and to all Investor Unitholders prior to the termination of the Company’s 10-day option period. Such notice of exercise shall refer to the Notice of Right of First Refusal and shall set forth the number of Units to be acquired by the Company and a reasonable place and time within 90 days after the date thereof for the closing of the purchase and sale of the Offered Units.

(b)                                 Secondary Right of First Refusal. If, pursuant to Section 5.4(a), the Company elects to purchase less than all of such Offered Units (other than Convertible Preferred Units), the other Management Unitholders shall have the exclusive option from the 11th to the 20th day following the First Refusal Notice Date to accept all or any portion of such Offered Units in accordance with the provisions of the Notice of Right of First Refusal. Such other Management Unitholders may, by agreement, allocate among themselves the right to acquire such part of such Offered Units. In the absence of such an agreement among such other Management Unitholders, each Management Unitholder will be entitled to give written notice to the Offeror Unitholder, to the Company and to the other Management Unitholders, from the eleventh day to the fifteenth day following the First Refusal Notice Date, of such Management Unitholder’s election (“Election Notice”) to acquire all or any part of its Proportionate Percentage (calculated solely with respect to such Management Unitholders and excluding Unvested Management Units) of such Offered Units that are not being acquired by the Company including a statement of the maximum number of Offered Units that such Management Unitholder is willing to purchase.

Any Offered Units (other than Convertible Preferred Units) not subscribed for pursuant to Section 5.4(b) by the Management Unitholders other than the Offeror Unitholder shall be deemed to be re-offered to and accepted by such Management Unitholders exercising their rights to purchase Offered Units with respect to the lesser of (A) the amount specified in their respective Election Notices and (B) an amount equal to their respective Proportionate Percentages (calculated solely with respect to such Management Unitholders and excluding Unvested Management Units) with respect to such deemed offer. Such deemed offer and acceptance procedures described in the immediately preceding sentence shall be deemed to be repeated, to the extent required, until either (x) all of such Offered Units are accepted by such Management Unitholders or (y) the maximum number of Offered Units that such Management Unitholders indicated they are willing to purchase have been deemed accepted. The Company shall notify each such Management Unitholder within five days following the expiration of the 20-day period described in Section 5.4(b) of the number or amount of Offered Units which such Management Unitholder has subscribed to purchase and shall set a reasonable place and time for the closing of the purchase and sale of the Offered Units, which shall be not less than 45 days nor more than 90 days after the First Refusal Notice Date.

(c)                                  Third Right of First Refusal. If, pursuant to Sections 5.4(a) and (b), the Company and the other Management Unitholders elect to purchase less than all of such Offered Units, the Investor Unitholders shall have the exclusive option from the 20th to the 30th day following the First Refusal Notice Date to accept all or any portion of such Offered Units in accordance with the provisions of the Notice of Right of First Refusal. The Investor Unitholders may, by

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agreement, allocate among themselves the right to acquire such part of the Offered Units. In the absence of such an agreement among the Investor Unitholders, each Investor Unitholder will be entitled to give a written Election Notice to the Offeror Unitholder, to the Company and to the other Investor Unitholders, from the twentieth day to the twenty-fifth day following the First Refusal Notice Date, of such Investor Unitholder’s election to acquire all or any part of its Proportionate Percentage (calculated solely with respect to the Investor Unitholders) of the Offered Units that are not being acquired by the Company or the other Management Unitholders including a statement of the maximum number of Offered Units that such Investor Unitholder is willing to purchase.

Any Offered Units (other than Convertible Preferred Units) not subscribed for pursuant to Section 5.4(c) by the Investor Unitholders shall be deemed to be re-offered to and accepted by the Investor Unitholders exercising their rights to purchase Offered Units with respect to the lesser of (A) the amount specified in their respective Election Notices and (B) an amount equal to their respective Proportionate Percentages (calculated solely with respect to the Investor Unitholders) with respect to such deemed offer. Such deemed offer and acceptance procedures described in the immediately preceding sentence shall be deemed to be repeated, to the extent required, until either (x) all of such Offered Units are accepted by the Investor Unitholders or (y) the maximum number of Offered Units that Investor Unitholders indicated they are willing to purchase have been deemed accepted. The Company shall notify each Investor Unitholder within five days following the expiration of the 30-day period described in Section 5.4(c) of the number or amount of Offered Units which such Investor Unitholder has subscribed to purchase and shall set a reasonable place and time for the closing of the purchase and sale of the Offered Units, which shall be not less than 45 days nor more than 90 days after the First Refusal Notice Date.

(d)                                 The purchase price and terms for the Offered Units (other than Convertible Preferred Units) purchased by the Company, the other Management Unitholders or the Investor Unitholders, as the case may be, shall be the price and terms set forth in the applicable Third Party Offer. Upon delivery of the purchase price, the Offeror Unitholders shall have no further rights as holders of Offered Units and shall immediately cause all certificate(s) evidencing Offered Units to be surrendered for transfer to the Company or the purchasing other Management Unitholders or Investor Unitholders, as the case may be.

(e)                                  If the Company, the other Management Unitholders and the Investor Unitholders do not purchase all of such Offered Units, the remaining Offered Units or any portion thereof (other than Convertible Preferred Units) may be sold by the Offeror Unitholder at any time within ninety (90) days after the date of the Third Party Offer, subject to the provisions of Section 4.4, 5.1 and Section 5.6 hereof. Any such sale shall not be at less than the price or upon terms and conditions more favorable, individually or in the aggregate, to the purchaser than those specified in the Third Party Offer. If any such remaining Offered Units (or any portion thereof) are not so transferred within such 90-day period, such Units may not be sold by the Offeror Unitholder without complying again in full with the provisions of this Agreement.

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Section 5.5                                   Rights Of First Refusal For Convertible Preferred Units and For Certain Other Units Held By Investor Unitholders.

(a)                                  Right Of First Refusal. The Investor Unitholders and the Management Unitholders other than an Offeror Unitholder (the “Other Unitholders”) shall have the option for a period of twenty (20) days following the First Refusal Notice Date to acquire, on the terms specified in the Notice of Right of First Refusal, any Convertible Preferred Units that are held by an Offeror Unitholder. The Other Unitholders may, by agreement, allocate among themselves the right to acquire such part of such Offered Units. In the absence of such an agreement among the Other Unitholders, each Other Unitholder will be entitled to give a written Election Notice to the Offeror Unitholder, to the Company and to the remaining Other Investor Unitholders, on or before the twenty-first day following the First Refusal Notice Date, of such Other Investor Unitholder’s election to acquire all or any part of its Proportionate Percentage (calculated solely with respect to the Convertible Preferred Units of the Other Unitholders) of the Offered Units that are not being acquired by the Other Unitholders including a statement of the maximum number of Offered Units that such Other Unitholder is willing to purchase. Any Offered Units not subscribed for pursuant to this Section 5.5(a) by the Other Unitholders shall be deemed to be re-offered to and accepted by the Other Unitholders exercising their rights to purchase Offered Units with respect to the lesser of (A) the amount specified in their respective Election Notices and (B) an amount equal to their respective Proportionate Percentages (calculated solely with respect to the Convertible Preferred Units of the Other Unitholders) with respect to such deemed offer. Such deemed offer and acceptance procedures described in the immediately preceding sentence shall be deemed to be repeated, to the extent required, until either (x) all of the Offered Units are accepted by the Other Unitholders or (y) the maximum number of Offered Units that Unitholders indicated they are willing to purchase have been deemed accepted. If the Other Unitholders have elected to purchase all of the Offered Units, the Company shall notify each Other Unitholder within five days following the expiration of the period described in this Section 5.5(a) of the number or amount of Offered Units which such Unitholder has subscribed to purchase and shall set a reasonable place and time for the closing of the purchase and sale of the Offered Units, which shall be not less than 30 days nor more than 60 days after the First Refusal Notice Date. The purchase price for the Offered Units purchased by the Other Unitholders shall be the price set forth in the applicable Third Party Offer. Upon delivery of the purchase price, the Offeror Unitholders shall have no further rights as holders of the Offered Units and shall immediately cause all certificate(s) evidencing the Offered Units to be surrendered for transfer to the purchasing Other Unitholders.

(b)                                 If the Other Unitholders have not elected to purchase all of the Offered Units, then the Other Unitholders shall not have the right to purchase the Offered Units and the Offered Units may be sold by the Offeror Unitholder to the applicable Third Party at any time within ninety (90) days after the date of the Third Party Offer, subject to the provisions of Section 5.1 and Section 5.6 hereof. Any such sale shall not be at less than the price or upon terms and conditions more favorable to the purchaser than those specified in the Third Party Offer. If any remaining Offered Units (or any portion thereof) are not so transferred within such 90-day period, such Units may not be sold by the Offeror Unitholder without complying in full again with the provisions of this Agreement.

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(c)                                  If the Offered Units are Common Units held by an Offeror Unitholder that is an Investor Unitholder, the provisions of Sections 5.5(a) and 5.5(b) shall apply mutatis mutandis to the sale of such Offered Units; provided, however, that the term “Other Unitholders” shall mean only the Investor Unitholders other than the Offeror Unitholder and the “Proportionate Percentages” of such Other Unitholders shall be calculated with respect to the Convertible Preferred Units and Common Units of such Other Unitholders.

Section 5.6                                   Certain Rights Of Inclusion.

(a)                                  No Unitholder shall sell or otherwise effect the Disposition of any Units (in one or a series of transactions) to a third party (excluding for such purpose Dispositions pursuant to Section 5.2, Dispositions to existing Unitholders pursuant to Sections 5.4 or 5.5, Dispositions subject to Section 5.7, Dispositions pursuant to Section 5.8 and Dispositions in connection with a Qualified Public Offering or a Qualified Merger) unless the terms and conditions of such Disposition have been approved in accordance with Section 8.4 (if any such approval is required) and include an offer, on the same terms as the offer to the selling Unitholder (the “Selling Unitholder”), to each of the other Unitholders (collectively, the “Tag Offerees”), to include at the option of each Tag Offeree (subject to the restrictions set forth in Section 5.1(f) relating to Management Unitholders), in the sale or other Disposition to the third party, a number of Units owned by each Tag Offeree determined in accordance with this Section 5.6. If Units proposed to be transferred by the Selling Unitholder consist of more than one series, class or type of securities, the Selling Unitholder shall have the right to sell or otherwise effect the Disposition under this Agreement of each such series, class or type provided that such Selling Unitholder complies with the provisions of this Section 5.6. If the Units proposed to be transferred by the Selling Unitholder consist of more than one series, class or type of securities and a Tag Offeree does not hold securities of each such series, class or type, then such Tag Offeree shall have an Inclusion Right (as defined below) only with respect to each such series, class or type that such Tag Offeree holds that is either the same series, class or type that is proposed to be transferred by the Selling Unitholder or that is convertible into such series, class or type at any time at the option of the holder thereof, in each case in compliance with the provisions of this Section 5.6; provided, however, that if the Units proposed to be transferred pursuant to Section 5.6 consist only of Convertible Preferred Units and such Units represent 75% or more of the outstanding Convertible Preferred Units, such Tag Offeree shall be entitled to include a number of Common Units (excluding Unvested Units) held by such Tag Offeree determined in accordance with Section 5.6 and shall be entitled to receive as consideration for such Common Units the same proportion of the aggregate consideration from such Disposition that such Tag Offeree would have received for such Common Units if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 7.1(a) of this Agreement as in effect immediately prior to such Disposition (giving effect to applicable orders of priority), it being understood among the parties that such allocation may result in no consideration being payable for a particular series, class or type of securities.

(b)                                 The Selling Unitholder shall cause the third party offer to be reduced to writing (which writing shall include an offer to purchase or otherwise acquire Units from the Tag Offerees as required by this Section 5.6 and a time and place designated for the closing of such

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purchase, which time shall not be less than 20 days after delivery of such notice and no more than 60 days after such delivery date) and shall send written notice of such third party offer (the “Inclusion Notice”) to each of the Tag Offerees in the manner specified in Section 15.2 hereof. The per Unit purchase price proposed to be paid by the third party transferee may differ in order to reflect differences in the Preferred Return Amount and the Liquidation Preference with respect to the Convertible Preferred Units that are requested to be sold and the Threshold Value with respect to the Series B Convertible Preferred Units, Series C Convertible Preferred Units, C1 Units and vested Profits Units that are requested to be sold.

(c)                                  Subject to Section 5.6(a), each Tag Offeree shall have the right (an “Inclusion Right”), exercisable by delivery of notice to the Selling Unitholder at any time within ten (10) calendar days after receipt of the Inclusion Notice, together with the Selling Unitholder, to sell pursuant to such third party offer, and upon the terms and conditions set forth in the Inclusion Notice, that number of Units requested to be included by such Tag Offeree; provided, however, that if the proposed third party transferee is unwilling to purchase all of the Units requested to be sold by all exercising Tag Offerees together with the Selling Unitholder, then each Tag Offeree shall have the right to sell pursuant to such third party offer, and upon the terms and conditions set forth in the Inclusion Notice, a number of such Tag Offeree’s and Selling Unitholder’s Units equal to such Tag Offeree’s Proportionate Percentage (based on the Units held by the Selling Unitholder and Tag Offerees exercising their Inclusion Rights, excluding Unvested Management Units, which Proportionate Percentages shall be calculated separately with respect to any Profits Units held by the Selling Unitholder and such Tag Offerees) of each class, series and type of Units proposed to be transferred pursuant to this Section 5.6 as provided in the next succeeding sentence. For purposes of this Section 5.6, if any Units proposed to be transferred pursuant to this Section 5.6 (other than Convertible Preferred Units) are of a series, class or type of securities that is convertible into Common Units, then the definition of “Proportionate Percentage” for purposes of this Section 5.6(c) shall be read as if the references therein to “Convertible Preferred Units” were to such other convertible securities and the references therein to “Conversion Ratio” were to the applicable conversion ratio of such other convertible securities; and provided further, that, if such Units are not so convertible, then the definition of “Proportionate Percentage” for purposes of this Section 5.6(c) shall be read as if the references therein to “Common Units” were to such other non-convertible securities and the parentheticals therein were deleted. If any Tag Offeree has exercised its Inclusion Rights and the proposed third party transferee is unwilling to purchase all of the Units proposed to be transferred by the Selling Unitholder and all exercising Tag Offerees (determined in accordance with the first sentence of this Section 5.6(c)), then the Selling Unitholder and each exercising Tag Offeree shall reduce, on a pro rata basis with respect to each series, class and type of such Units, based on their respective Proportionate Percentages of each such class, series and type of such Units, the amount of such Units that each otherwise would have sold so as to permit the Selling Unitholder and each exercising Tag Offeree to sell the amount of Units (determined in accordance with such reduced Proportionate Percentages) that the proposed third party transferee is willing to purchase.

(d)                                 The Tag Offerees and the Selling Unitholder shall sell to the proposed transferee all, or at the option of the proposed transferee, any part of the Units proposed to be transferred by them, at not less than the price and upon the terms and conditions, if any, not more favorable,

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individually and in the aggregate, to the proposed transferee than those in the Inclusion Notice at the time and place provided for the closing in the Inclusion Notice, or at such other time and place as the Tag Offerees, the Selling Unitholder, and the proposed transferee shall agree. If the Units proposed to be transferred by the Selling Unitholder and all exercising Tag Offerees (determined in accordance with Section 5.6(c)) consist of more than one series, class or type of securities, the aggregate proposed consideration being offered with respect to such Units shall be allocated among such Units as if such consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 7.1(a) of this Agreement and as in effect immediately prior to such closing (giving effect to applicable orders of priority), it being understood among the parties that such allocation may result in no consideration being payable for a particular series, class or type of securities.

(e)                                  If the proposed third party transferee of Units proposed to be transferred by a Selling Unitholder is unwilling to purchase any Units from a Tag Offeree even after any pro rata reduction pursuant to the last sentence of Section 5.6(c) (a “Non-Included Tag Offeree”), such Non-Included Tag Offeree may elect to require such Selling Unitholder to purchase from such Non-Included Tag Offeree, for cash (in U.S. dollars), Units having a purchase price equal to the aggregate purchase price such Non-Included Tag Offeree would have received in connection with the closing of such sale by the Selling Unitholder if such Non-Included Tag Offeree had been able to exercise its Inclusion Rights (but only to the extent of its Proportionate Percentage) with respect to such sale. The closing of such sale to the Selling Unitholder shall occur concurrently with or immediately following such sale by the Selling Unitholder.

Section 5.7                                   Drag-Along Rights.

(a)                                  Subject to the provisions of Section 5.7(f), at any time an Investor Unitholder may propose a Drag-Along Transaction with a Person or group of Persons who are not Permitted Transferees of the Company or any Investor Unitholder and if such proposed Drag-Along Transaction (i) is a Non-Cash Transaction that does not satisfy the requirements of the Selling Proviso or a Cash Transaction and in either case has been approved in writing by the Super- Requisite Holders or (ii) is a Non-Cash Transaction that satisfies the requirements of the Selling Proviso and has been approved in writing by the Requisite Holders (any such Drag-Along Transaction approved in accordance with clause (i) or (ii), an “Approved Sale”), and if the Approved Sale is structured as (I) a merger, conversion, Unit exchange, consolidation, transfer by way of continuation of the Company, or a sale of all or substantially all of the assets of the Company, each Member and Unitholder entitled to vote thereon shall vote in favor of the Approved Sale and shall waive any appraisal rights or similar rights in connection with such merger, conversion, Unit exchange, consolidation or transfer by way of continuation or asset sale (it being acknowledged that such vote shall result in such Approved Sale not constituting a Liquidation Event), or (II) a sale of all the Units, the Unitholders shall agree to sell all of their Units which are the subject of the Approved Sale, on the terms and conditions of such Approved Sale. The Members and Unitholders shall promptly take all necessary and desirable actions in connection with the consummation of the Approved Sale, including using their reasonable best efforts to obtain the Board’s consent to the Approved Sale and the execution of such agreements and such instruments and other actions reasonably necessary to (1) provide customary

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representations, warranties, indemnities, and escrow arrangements relating to such Approved Sale (subject to clause (c)(v) below) and (2) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set forth in Section 5.7(c) below. The Members and Unitholders shall be permitted to sell their Units pursuant to an Approved Sale without complying with any other provisions of Article 5 of this Agreement.

(b)                                 The Investor Unitholders that have initiated an Approved Sale pursuant to Section 5.7(a), shall represent and warrant, severally and not jointly, to the other Unitholders that no additional consideration has been or is to be paid or provided by such prospective purchaser or any other Person to such Investor Unitholder or its Affiliates, pursuant to or in connection with such Approved Sale, directly or indirectly, and that the Approved Sale is not made as part of or in connection with any other transaction pursuant to which such Investor Unitholder will receive any additional consideration other than based upon such Investor Unitholder’s ownership of Units. The foregoing provision shall not be deemed to prohibit a Drag Along Transaction to any Person merely because such Person has, is currently having or intends to have a business relationship with one or more Unitholders.

(c)                                  The obligations of the Unitholders pursuant to this Section 5.7 are subject to the satisfaction of the following conditions:

(i)                                upon the consummation of the Approved Sale, each Unitholder shall receive the same proportion of the aggregate consideration from such Approved Sale that such holder would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 7.1(a) of this Agreement as in effect immediately prior to the consummation of such Approved Sale (giving effect to applicable orders of priority and after giving effect to the provisions of Section 7.1(b), (e) and (f) and Section 7.4) and if a Unitholder receives consideration from such Approved Sale in a manner other than as contemplated by such rights and preferences or in excess of the amount to which such Unitholder is entitled in accordance with such rights and preferences, then such Unitholder shall take such action as is necessary so that such consideration shall be immediately reallocated among and distributed to the Unitholders in accordance with such rights and preferences, it being understood that this Section 5.7 may result in no consideration being payable for a particular series, class or type of Units; and provided, further, that if any holder of Management Units or Profits Units would be required to pay amounts to the Company pursuant to Section 7.1(e) if such Drag-Along Transaction had been structured as a sale of assets followed by the dissolution and winding up of the Company then such holders shall pay such amounts to the other holders of Units in connection with such Drag-Along Transaction;

(ii)                             if any Unitholders of a class of Units are given an option as to the form and amount of consideration to be received, all Unitholders will be given the same option; and each Management Unitholder shall receive the same form of consideration (or option as to form of consideration) and the same proportion of forms of consideration as the Investor Unitholders (except to the extent prohibited by Law);

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(iii)                               all holders of options, warrants or similar rights to acquire Units (“Unit Equivalents”) that are then currently exercisable will be given an opportunity to exercise such rights prior to the consummation of the Approved Sale (but only to the extent such Unit Equivalents are then vested or would be vested on an accelerated basis pursuant to the terms of their issuance) and participate in such sale as Unitholders;

(iv)                              no Unitholder shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Approved Sale (excluding modest expenditures for postage, copies, and the like) and no Unitholder shall be obligated to pay any portion (or, if paid, shall be entitled to be reimbursed by the Company for that portion paid) that is more than its pro rata share (based upon the amount of consideration received) of reasonable expenses incurred in connection with a consummated Approved Sale, to the extent such costs are incurred for the benefit of all Unitholders, and are not otherwise paid by the Company or the acquiring party (costs incurred by or on behalf of a Unitholder for its sole benefit will not be considered costs of the transaction hereunder), provided that a Unitholder’s liability for such expenses shall be capped at the total purchase price received by such Unitholder for its Units;

(v)                                 no Unitholder shall be required to provide any representations, warranties or indemnities (other than pursuant to an escrow of consideration proportionate to the amount receivable under this Section 5.7, provided that such escrowed consideration shall not exceed 50% of the amount receivable under this Section 5.7) in connection with the Approved Sale, other than those required to be made pursuant to Section 5.7(b) to other Unitholders and those representations, warranties and indemnities concerning each Unitholder’s valid ownership of Units, free of all liens and encumbrances (excluding those arising under applicable securities laws), and each Unitholder’s authority, power, and right to enter into and consummate such purchase or merger agreement without violating any other agreement to which such Unitholder is a party or its assets are bound; and

(vi)                              if some or all of the consideration received in connection with the Approved Sale is other than cash, then such consideration shall be deemed to have a dollar value equal to the fair market value of such consideration as determined by the unanimous resolution of all Managers comprising the Board; provided that if the Board does not or is unable to make such a determination of fair market value, such determination of fair market value shall be made by an investment banking firm of recognized national standing selected by a majority of Managers comprising the Board, and such firm shall be engaged and paid by the Company. The determination of fair market value of such investment banking firm (or, if such investment bank determines a range of fair market values, the mid-point of such range) shall be final and binding on all parties.

(d)                                 If the Company and any of the Unitholders or their representatives, enter into any negotiation or transaction for which Rule 506 under the Securities Act (or any similar rule then in effect) may be available with respect to such negotiation or transaction (including a merger, consolidation or transfer by way of continuation or other reorganization), each Unitholder who is

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not an Accredited Investor (without regard to Rule 501(a)(iv)) will, at the request and election of the Investor Unitholders which are pursuing an Approved Sale, either at the election of the Company (i) appoint a purchaser representative (as such term is defined in Rule 501 under the Securities Act) reasonably acceptable to such Unitholders or (ii) agree to accept cash in lieu of any securities such Unitholder would otherwise receive in an amount equal to the fair market value of such securities as determined in the manner set forth in Section 5.7(c)(vi).

(e)                                  The Persons initiating an Approved Sale shall have the right to require the Company to cooperate fully with potential acquirors of the Company in a prospective Drag Along Transaction by taking all customary and other actions reasonably requested by such Persons or such potential acquirors, including without limitation, making the Company’s properties, books and records, and other assets reasonably available for inspection by such potential acquirors and making its employees reasonably available for interviews.

(f)                                    At any time after the seventh anniversary of the Initial Funding, Blackstone may propose a Drag-Along Transaction with a Person or group of Persons who are not Permitted Transferees of the Company or any Investor Unitholder and if such proposed Drag-Along Transaction is approved in writing by at least five of the seven then serving members of the Board (or at least a majority of the then serving members of the Board if such approval is sought at any time after the eighth anniversary of the Initial Funding) such Drag-Along Transaction shall be deemed to be an Approved Sale and subject to the provisions of Section 5.7 (a) through (e); provided, however, that (i) Warburg shall have the one time right to block a Drag-Along Transaction that is a Cash Transaction proposed by Blackstone pursuant to this Section 5.7(f) (a “Blocking Right”) and (ii) Blackstone shall not be entitled to propose a Drag-Along Transaction pursuant to this Section 5.7(f) unless it then holds at least 33% of the outstanding Convertible Preferred Units and has not become a Non-Consenting Investor with respect to any, and has funded its Pro Rata Portion of all, Exploration and Appraisal Capital Calls that have been validly made and not rescinded prior to the time of such proposal. At any time prior to the sixth anniversary of the Initial Funding, Blackstone shall have the one time right to block a Drag- Along Transaction that is a Cash Transaction proposed by Warburg pursuant to Section 5.7(a) (a “Blocking Right”); provided, however, that Blackstone shall not be entitled to exercise such Blocking Right at any time that it is designated a Non-Consenting Investor. The exercise by Warburg or Blackstone of its Blocking Rights shall be subject to the following provisions:

(i)                                     The Investor Unitholders that have proposed a Drag-Along Transaction pursuant to Section 5.7(a) or Section 5.7(f), as the case may be (in either case, the “Dragging Investors”), shall notify the other Investor Unitholders (the “Blocking Investors”) in writing (the “Drag-Along Notice”) of such proposed Drag-Along Transaction, including the identity of the proposed acquiror, a good faith estimate of the minimum sale price and the proposed form of consideration. Within ten Business Days of receipt of such notice by the Blocking Investors, the Blocking Investors who are entitled to exercise a Blocking Right pursuant to this Section 5.7(f), if any, shall be entitled to exercise such Blocking Right by delivering a written notice (the “Blocking Notice”) to the Company and the Dragging Investors of such exercise, which notice shall specify a minimum sale price per Unit (which Unit price may differ to reflect differences

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in the Preferred Return Amount and Liquidation Preference with respect to the Convertible Preferred Units and the Threshold Value with respect to Series B Convertible Preferred Units, Series C Convertible Preferred Units and Profits Units) (the “No-Drag Price”) for the proposed Drag-Along Transaction.

(ii)                                  For a period of 90 days immediately following delivery by the Blocking Investors of the Blocking Notice (the “Negotiation Period”), the Dragging Investors shall endeavor in good faith to negotiate and execute definitive documentation providing for the sale of the Company to the proposed acquiror specified in the Drag-Along Notice for aggregate consideration equal to or greater than the No-Drag Price. In addition, either the Dragging Investors or the Blocking Investors shall be entitled to engage an independent third party valuation firm, mutually acceptable to the Dragging Investors and the Blocking Investors (the “Valuation Expert”), to render an opinion whether the No Drag Price equals or exceeds a feasible price for the Drag-Along Transaction, assuming such transaction is negotiated in good faith and at arms’ length. In the event that the Dragging Investors and the Blocking Investors are unable to agree on a Valuation Expert who is willing to serve, then the Dragging Investors and the Blocking Investors shall each rank the firms set forth on Schedule III hereto (excluding any firm that no longer exists) in order of preference (with number 1 being the most preferred) and the Valuation Expert shall be the firm with the lowest number after adding together the rankings of the Dragging Investors and the Blocking Investors and that is willing to serve. If more than one firm is assigned the lowest aggregate number, then the Valuation Expert shall be selected by lot from all such firms that were assigned such number and are willing to serve. Each of the Company and the Investors agrees to make available to the Valuation Expert such books, records and other information and personnel of it and its Affiliates which the Valuation Expert may reasonably request in order to render its opinion.

(iii)                               If the Dragging Investors are not able to execute definitive documentation providing for such sale at or above the No-Drag Price prior to the expiration of the Negotiation Period or if the Valuation Expert renders an opinion prior to the expiration of the Negotiation Period that the No Drag Price does not equal or exceed a feasible price for the Drag-Along Transaction, then the Blocking Right exercised by the Blocking Investors pursuant to the Blocking Notice shall be considered effective, the proposed Drag-Along Transaction shall not constitute an Approved Sale and the Dragging Investors shall not be entitled to propose or consummate a Drag Along Transaction for a period of 12 months following the expiration of the Negotiation Period without the prior written consent of the Blocking Investors.

(iv)                              Notwithstanding the effectiveness of any Blocking Right exercised in accordance with this Section 5.7(f), the Dragging Investors shall be permitted to effect a Disposition of Units to the proposed acquiror at a price per Unit that is less than the No-Drag Price per Unit subject to and in accordance with the provisions of Section 5.6; provided, however, that the Blocking Investors shall not be permitted to be Tag Offerees or to exercise Inclusion Rights with respect to such sale unless the proposed acquiror desires to purchase a number of Units that is greater than the number of Units that the

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Dragging Investor is willing to sell to such proposed acquiror, in which event the Blocking Investors shall be permitted to sell Units (subject to and in accordance with the provision of Section 5.6) to such proposed acquiror (but only in excess of the amount of Units the Dragging Investor desires to sell) at the same price per Unit as will be received by the Dragging Investors for their Units purchased by the proposed acquiror.

Section 5.8                                   Involuntary Transfers.

(a)                                  In the event of an Involuntary Transfer of any Units by a Management Unitholder, such Management Unitholder or his successor or transferee of Units in such Involuntary Transfer, as applicable, shall give written notice (an “Involuntary Transfer Notice”) to the Company promptly after the occurrence of the event which caused such Involuntary Transfer. After receipt of an Involuntary Transfer Notice, the Company shall have the option for 90 days from the date of receipt of the Involuntary Transfer Notice to elect to purchase all such Units within such 90-day period at their fair market value. As used herein, “fair market value” shall mean such reasonable and fair value as determined in the manner contemplated by Section 5.7(c)(vi).

(b)                                 The closing of the purchase by the Company of securities pursuant to this Section 5.8 shall occur on the date specified by the Company. The provisions of Sections 11.2(c), 11.2(d) and 11.2(e) shall apply to such repurchased securities as if such securities were Available Units (as defined in Section 11.2) to be purchased.

Section 5.9                                   Conversion to IPO Corporation.

(a)                                  In connection with any proposed Qualified Public Offering approved in accordance with this Agreement, the Company may, at the election of the Requisite Holders, amend the Certificate to provide for a share capital, convert to a Delaware corporation in accordance with Section 18-216 of the Delaware Act or transfer by way of continuation to a company (having a share capital and whose owners of equity securities have limited liability) incorporated under the laws of Bermuda, in accordance with the Act and applicable Bermuda Law (in each case, the “IPO Corporation”), in each case for the express purpose of an initial offering of the securities of such IPO Corporation for sale to the public in a registered public offering pursuant to the Securities Act that is a Qualified Public Offering (an “IPO Conversion”). In connection therewith, (i) each outstanding Common Unit (including each Management Unit, each Profits Unit and each Cl Unit) shall be converted into a number of shares of common stock, if any, of the IPO Corporation having substantially similar rights and subject to substantially similar restrictions as the applicable Common Units (including Management Units, Profits Units and Cl Units) that are provided for in this Agreement (but excluding the provisions of Article 7) equal to the product of (x) one and (y) a fraction having (A) a numerator equal to the dollar amount that would be paid with respect to such Common Unit if an amount equal to the pre-IPO value of the Company (determined in good faith by the Board) (the “Pre-IPO Value”) were distributed to the holders of Units pursuant to Section 7.1(a)(iii) and (B) a denominator equal to the dollar amount that would be paid with respect to a Series A Convertible Preferred Unit if an amount equal to the Pre-IPO Value were distributed to the holders of Units pursuant to Section 7.1(a)(iii) and (z) a fraction having a numerator equal to

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the amount set forth in clause (i)(y)(B) above and a denominator equal to the public offering price in the Qualified Public Offering of one share of common stock of the IPO Corporation (which price shall be estimated at the time of the IPO Conversion and adjusted upon consummation of the Qualified Public Offering), and (ii) each outstanding Preferred Unit shall be converted into a number of shares of preferred stock, if any, of the IPO Corporation having substantially similar rights, preferences, limitations and qualifications as the Preferred Units that are provided for in this . Agreement including the Series A Convertible Preferred Unit Designation, the Series B Convertible Preferred’ Unit Designation, the Series C Convertible Preferred Unit Designation and any applicable Series Designation (but excluding the provisions of Article 7 of this Agreement) equal to the product of (x) one and (y) a fraction having (A) a numerator equal to the dollar amount that would be paid with respect to such Preferred Unit if an amount equal to the Pre-IPO Value were distributed to the holders of Units pursuant to Section 7.1(a)(iii) and (B) a denominator equal to the dollar amount that would be paid with respect to a Series A Convertible Preferred Unit if an amount equal to the Pre-IPO Value were distributed to the holders of Units pursuant to Section 7.1(a)(iii) and (z) a fraction having a numerator equal to the amount set forth in clause (ii)(y)(B) above and a denominator equal to the public offering price in the Qualified Public Offering of one share of common stock of the IPO Corporation (which price shall be estimated at the time of the IPO Conversion and adjusted upon consummation of the Qualified Public Offering), subject to the preferred stock converting into common stock and cash upon consummation of the Qualified Public Offering as contemplated by Section 4 of the Series A Convertible Preferred Unit Designation, Section 4 of the Series B Convertible Preferred Unit Designation, Section 4 of the Series C Convertible Preferred Unit Designation or any applicable section of a Series Designation, as the case may be, it being understood that the Preference Amount of the shares (whether one share, more than one share or a fraction of a share) of preferred stock into which such Preferred Unit is converted pursuant to this sentence is intended to be equal to the Preference Amount of such Preferred Unit immediately prior to such conversion. Solely for the purpose of determining the number of shares of common stock of the IPO Corporation issuable pursuant to clause (i) above, all Unvested Units shall be deemed to be Vested Units. In determining the amounts that would be distributed pursuant to Section 7.1(a)(iii) for purposes of clauses (i) and (ii) above, there shall be given effect to the other applicable provisions of Article 7.

(b)                                 The Company shall give each Member and Unitholder at least thirty (30) days’ prior written notice of any IPO Conversion as to which the Company intends to exercise its rights under Section 5.9(a). If the Company elects to exercise its rights under Section 5.9(a), the Members and Unitholders shall take such actions as may be reasonably required and otherwise cooperate in good faith with the Company in connection with consummating the IPO Conversion (including, without limitation, the voting of any Preferred Units or Common Units or as Members (including any voting as Members as may be necessary to effect a transfer by continuation or to authorize a share capital, whether by amendment to the Certificate, this Agreement or otherwise) to approve such IPO Conversion).

(c)                                  Each of the parties hereto agrees to sell any or all fractional shares of the IPO Corporation owned by such party (after taking into account all shares of the IPO Corporation held by such party) to the IPO Corporation, upon the request of the Company in connection with

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or in anticipation of the consummation of a Qualified Public Offering, for cash consideration equal to the fair market value of such fractional shares, as determined in good faith by the Board.

Section 5.10                          Specific Performance.  Each of the parties to this Agreement acknowledges that it shall be impossible to measure in money the damage to the Company or the Unitholder(s), if any of them or any transferee or any legal representative of any party hereto fails to comply with any of the restrictions or obligations imposed by this Article 5, that every such restriction and obligation is material, and that in the event of any such failure, the Company or the Unitholder(s) shall not have an adequate remedy at law or in damages. Therefore, each party hereto consents to the issuance of an injunction or the enforcement of other equitable remedies against him at the suit of an aggrieved party without the posting of any bond or other security, to compel specific performance of all of the terms of this Article 5 and to prevent any Disposition of Units in contravention of any terms of this Article 5, and waives any defenses thereto, including, without limitation, the defenses of: (i) failure of consideration; (ii) breach of any other provision of this Agreement; and (iii) availability of relief in damages.

Section 5.11                            Government Compliance.  In connection with any closing of a Disposition pursuant to this Article 5, each of the parties to this Agreement shall (i) use all reasonable efforts to take all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals to facilitate the consummation of such Disposition, and (ii) use reasonable efforts to delay any closing dates pursuant to this Article 5 to the extent required to allow any party to take such actions.

ARTICLE 6
CAPITAL CONTRIBUTIONS

Section 6.1                                   Initial Contributions.  Contemporaneously with the execution by each Member of the Original Agreement, each such Member made the initial Capital Contributions described for that Member in Annex A and Annex B to the Contribution Agreement hereto.

Section 6.2                                   Subsequent Contributions.  The Members and the Company acknowledge that certain of the Members are parties to the Contribution Agreement pursuant to which each such Member has committed to purchase a number of Convertible Preferred Units or Common Units from time to time in accordance with the terms and subject to the conditions set forth in the Contribution Agreement. Each Member that is a party to the Contribution Agreement agrees to purchase additional Units on such terms and conditions as are set forth in such Contribution Agreement. Except as set forth in the Contribution Agreement, no Member shall have any obligation to make additional Capital Contributions to the Company.

Section 6.3                                   Return of Contributions.  Except as otherwise provided in Article 7, (a) a Member is not entitled to the return of any part of its Capital Contributions or to be paid interest in respect of either its Capital Account or its Capital Contributions, (b) an unrepaid Capital Contribution is not a liability of the Company or of any Member, and (c) a Member is not required to contribute or to lend any cash or property to the Company to enable the Company to return any Member’s Capital Contributions.

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Section 6.4                                   Advances by Members.  If the Company does not have sufficient cash to pay its obligations, any Member(s) that may agree to do so with the consent of the Board may advance all or part of the needed funds to or on behalf of the Company. An advance described in this Section 6.4 constitutes a loan from the Member to the Company, bears interest at the Prime Rate from the date of the advance until the date of repayment, and shall not constitute a Capital Contribution.

Section 6.5                                   Capital Account.  A Capital Account shall be established and maintained for each Unitholder. Each Unitholder’s Capital Account (a) shall be increased by (i) the amount of money contributed by that Unitholder to the Company, (ii) the Book Value of property contributed by that Unitholder to the Company (net of liabilities secured by the contributed property that the Company is considered to assume or take subject to under Code Section 752) and (iii) allocations to that Unitholder of Profits and any other items of income or gain allocated to that Unitholder, and (b) shall be decreased by (i) the amount of money distributed to that Unitholder by the Company, (ii) the Book Value of property distributed to that Unitholder by the Company (net of liabilities secured by the distributed property that the Unitholder is considered to assume or take subject to under Code Section 752), and (iii) allocations to that Unitholder of Losses and any other items of loss or deduction allocated to such Unitholder. The Capital Accounts shall also be increased or decreased (i) to reflect a revaluation of Company property pursuant to paragraph (b) of the definition of Book Value and (ii) upon the exercise of any noncompensatory warrant pursuant to the requirements of Proposed Treasury Regulation Sections 1.704-1(b)(2)(iv)(d)(4) and 1,704-1(b)(2)(iv)(s), as such Proposed Treasury Regulations may be amended or modified, including upon the issuance of temporary or final Treasury Regulations. On the transfer of all or part of a Unitholder’s Units, the Capital Account of the transferor that is attributable to the transferred Units shall carry over to the transferee Unitholder in accordance with the provisions of Treasury Regulation Section 1.704-1(b)(2)(iv)(1). A Unitholder that has more than one class of Units shall have a single Capital Account that reflects all such Units; however, the Capital Accounts shall be maintained in such manner as will facilitate a determination of the portion of each Capital Account attributable to Management Units, each class or series of Profits Units, and Cl Units, respectively.

ARTICLE 7
DISTRIBUTIONS AND ALLOCATIONS

Section 7.1                                   Distributions. Subject in each case to restrictions imposed by Law, distributions to the Unitholders with respect to the Units shall be made by the Company as follows:

(a)                                  During the term of the Company, cash or other property available for distribution may be distributed from time to time as the Board may determine, but any such distribution shall be made in the following order of priority:

(i)                                     First, with respect to the Convertible Preferred Units, in proportion to the Preferred Return Amount with respect to each of the Convertible Preferred Units, until the entire Preferred Return Amount with respect to all Preferred Units has been reduced to zero.

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(ii)                                  Second, with respect to the Convertible Preferred Units, in proportion to the unpaid Liquidation Preference with respect to each of the Convertible Preferred Units, until the entire unpaid Liquidation Preference with respect to all Convertible Preferred Units has been reduced to zero.

(iii)                               Third, to the Unitholders in accordance with their respective Percentage Interests.

(b)                                 Notwithstanding any of the preceding provisions of this Section 7.1, if any Unitholder becomes a Non-Consenting Investor in accordance with Section 4.1 of the Contribution Agreement with respect to an Exploration and Appraisal Capital Call, a Development Funding Capital Call or an Acquisition Capital Call relating to an Approved Project or with respect to an Overhead Funding Capital Call, the Preferred Return Amount otherwise distributable to such Non-Consenting Investor pursuant to this Section 7.1 shall be reduced by the relevant amount specified in Section 4.1(h) or 4.1(i) of the Contribution Agreement (subject to adjustment, in the case of an Overhead Funding Capital Call, as provided in Section 4.1(i) of the Contribution Agreement), and the aggregate amount of such reduction instead shall be distributed to such other Unitholders in the proportions in which such other Unitholders fund the relevant Capital Call.

(c)                                  In addition to the distributions provided for in the preceding provisions of this Section 7.1, as soon as practicable following the close of each taxable year (and such other times as to allow the Members to pay estimated taxes) the Company shall distribute to each Unitholder the excess, if any, of (i) the Applicable Percentage of the Cumulative Taxable Income allocated to each Unitholder over (ii) the cumulative amount of all distributions made pursuant to this Section 7.1 with respect to such Unitholder for that taxable year and all prior taxable years. Any distribution made pursuant to this Section 7.1(c) shall be treated as an advance and shall be subtracted from the amounts otherwise thereafter distributable or payable to such Unitholder pursuant to any provision of this Agreement until the total amount of such distribution has been so subtracted.

(d)                                 All distributions made under this Section 7.1 shall be made to the Unitholders of record on the record date established by the Board or, in the absence of any such record date, to the Unitholders owning the applicable Units on the date of the distribution.

(e)                                  Notwithstanding any of the preceding provisions of this Section 7.1, upon the dissolution and winding up of the Company but prior to making any distributions pursuant to Section 7.1(a)(iii) after the event triggering such dissolution and winding up, if (i) a distribution has theretofore been made with respect to a Management Unit or a Profits Unit (a “Prior Distribution”), (ii) subsequent to the Prior Distribution the Company issued additional Preferred Units as contemplated by Section 4.2(a) or issued additional units of Membership Interests pursuant to Section 4.6, and (iii) as a result of Losses sustained by the Company after such issuance the amount of such Prior Distribution exceeds the amount (the “Corrected Amount”) that would otherwise have been distributed with respect to such Management Unit, such Cl Unit or such Profits Unit had such Losses been taken into account as a reduction in the amount available to be paid in connection with such Prior Distribution, the distributions otherwise to be

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made to the holder of such Management Unit or such Profits Unit pursuant to Section 7.1(a)(iii) shall be reduced by the excess of the amount of such Prior Distribution over the Corrected Amount, and if the distributions otherwise to be made to the holder of such Management Unit or such Profits Unit pursuant to Section 7.1(a)(iii) are insufficient to be reduced by the full amount of such excess, such holder and any predecessor holder of such Units at the time of any such Prior Distribution shall be obligated to contribute to the Company in cash the amount of any remaining excess. The amount of any such reduction or contribution required pursuant to this Section 7.1(e) shall be available for distribution in accordance with Section 7.1(a).

(f)                                    Notwithstanding any of the preceding provisions of this Section 7.1, if a Member is or was an employee of the Company’s Subsidiaries and it is determined by a final, nonappealable order of a court of competent jurisdiction that such Member was responsible for the violation by the Company or any of its Subsidiaries of any Corruption Laws or the FCPA Policy, or had actual knowledge of any such violation and did not notify the Board within 30 days after learning of such violation, then such Member shall be obligated to contribute to the Company an amount in cash equal to the aggregate amount of all distributions made to such Member with respect to any Units at any time pursuant to this Agreement. The obligation of a Member to contribute such amount to the Company shall be enforceable by the Company against such Member regardless of whether such Member has ceased to be a Member or has ceased to be a party to this Agreement or any other Agreement with the Company or has ceased to be subject to the FCPA Policy. The amount of any contribution required pursuant to this Section 7.1(f) shall be available for distribution in accordance with Section 7.1(a).

(g)                                 The distributions contemplated by Section 7.1(a) are illustrated by the examples attached hereto as Schedule IV.

Section 7.2                                   Allocations of Profits and Losses.

(a)                                  For each taxable year of the Company, Profits and Losses and all items included in the computation thereof shall be allocated among the Unitholders in such a manner that, as of the end of each taxable year and to the extent possible, the Capital Account of each Unitholder shall be equal to the excess (which may be negative) of:

(i)                                     the amount that would be distributed to such Unitholder under this Agreement if (x) all Company assets were sold for cash equal to their Book Values at the end of such taxable year, (y) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liability, to the Book Value of the assets securing such liability) and all Unitholders’ obligations to make contributions to the Company upon such a hypothetical sale and dissolution of the Company were satisfied in full in cash, and (z) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 7.1(a), over

(ii)                                  the sum of (x) the amount, if any, that such Unitholder would be obligated to contribute to the capital of the Company as determined immediately after the hypothetical sale described in Section 7.2(a)(i), (y) such Unitholder’s share of the Minimum Gain determined pursuant to Section 7.2(c)(iii) computed immediately prior to

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the hypothetical sale described in Section 7.2(a)(i), and (z) such Unitholder’s share of Unitholder Nonrecourse Debt Minimum Gain determined pursuant to Section 7.2(c)(iv) computed immediately prior to the hypothetical sale described in Section 7.2(a)(i);

(b)                                 provided that Losses shall not be allocated pursuant to this Section 7.2(a) to the extent that such allocation would cause a Unitholder to have a deficit balance in its Adjusted Capital Account (or increase any existing deficit balance in its Adjusted Capital Account) at the end of such taxable year. Net Loss in excess of the limitation set forth in this Section 7.2(a) shall be allocated to the Unitholders who do not have deficit balances in their Adjusted Capital Accounts in proportion to their relative Adjusted Capital Account balances.

(c)                                  Notwithstanding the foregoing, prior to making any allocation pursuant to the provisions of Section 7.2(a), the following allocations shall be made in the following order:

(i)                                     Nonrecourse Deductions shall be allocated among the Unitholders in accordance with the Percentage Interests.

(ii)                                  Unitholder Nonrecourse Deductions attributable to Unitholder Nonrecourse Debt shall be allocated to the Unitholders bearing the Economic Risk of Loss for such Unitholder Nonrecourse Debt as determined under Treasury Regulation Section 1.704-2(b)(4). If more than one Unitholder bears the Economic Risk of Loss for such Unitholder Nonrecourse Debt, the Unitholder Nonrecourse Deductions attributable to such Unitholder Nonrecourse Debt shall be allocated among the Unitholders according to the ratio in which they bear the Economic Risk of Loss. This Section 7.2(b)(ii) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith.

(iii)                               Notwithstanding any other provision hereof to the contrary, if there is a net decrease in Minimum Gain for a taxable year (or if there was a net decrease in Minimum Gain for a prior taxable year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Unitholders under this Section 7.2(c)(iii)), items of income and gain shall be allocated to each Unitholder in an amount equal to such Unitholder’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 7.2(c)(iii) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

(iv)                              Notwithstanding any provision hereof to the contrary except Section 7.2(c)(iii) (dealing with Minimum Gain), if there is a net decrease in Unitholder Nonrecourse Debt Minimum Gain for a taxable year (or if there was a net decrease in Unitholder Nonrecourse Debt Minimum Gain for a prior taxable year and the Company did not have sufficient amounts of income and gain during prior years to allocate among the Unitholders under this Section 7.2(c)), items of income and gain shall be allocated to each Unitholder in an amount equal to such Unitholder’s share of the net decrease in Unitholder Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 7.2(c)(iv) is intended to constitute a

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partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(v)                                 Notwithstanding any provision hereof to the contrary except Sections 7.2(c)(iii) and (iv) (dealing with Minimum Gain and Unitholder Nonrecourse Debt Minimum Gain), a Unitholder who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the taxable year) in an amount and manner sufficient to eliminate any deficit balance in such Unitholder’s Adjusted Capital Account as quickly as possible provided that an allocation pursuant to this Section 7.2(c)(v) shall be made only if and to the extent that such Unitholder would have a negative Adjusted Capital Account after all allocations provided for in this Article 7 have been tentatively made as if this Section 7.2(c)(v) were not in this Agreement. This Section 7.2(c)(v) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(vi)                              In the event that any Unitholder has a negative Adjusted Capital Account at the end of any taxable year, such Unitholder shall be allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided that an allocation pursuant to this Section 7.2(c)(vi) shall be made only if and to the extent that such Unitholder would have a negative Adjusted Capital Account after all other allocations provided for in this Article 7 have been tentatively made as if Section 7.2(c)(v) and this Section 7.2(c)(vi) were not in this Agreement.

(vii)                           To the extent an adjustment to the adjusted tax basis of any Company property pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Unitholder in complete liquidation of such Unitholder’s Membership Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Unitholders in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Section applies, or to the Unitholder to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

(viii)                        If, as a result of an exercise of a noncompensatory warrant, a Capital Account reallocation is required under Proposed Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3) (as such Proposed Treasury Regulation may be amended or modified, including upon the issuance of temporary or final Treasury Regulations), the Company shall make corrective allocations pursuant to Proposed Treasury Regulation Section 1.704-1(b)(4)(x), as such Proposed Treasury Regulation may be amended or modified, including upon the issuance of temporary or final Treasury Regulations.

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(ix)                                If any holder of Management Units or Profits Units forfeits all or a portion of such Units, the Company shall make forfeiture allocations to such holder in the manner and to the extent required by Proposed Treasury Regulation Section 1.704-1(b)(4)(xii) (as such Proposed Treasury Regulation may be amended or modified, including upon the issuance of temporary or final Treasury Regulations).

Section 7.3                                   Income Tax Allocations.

(a)                                  All items of income, gain, loss and deduction for Federal income tax purposes shall be allocated in the same manner as the corresponding items of Profits and Losses are allocated, except as otherwise provided in this Section 7.3.

(b)                                 In accordance with Code Section 704(c) and the applicable Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the Company shall, solely for tax purposes, be allocated among the Unitholders so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Book Value. In the event the Book Value of any property is adjusted pursuant to clause (b) or (d) of the definition of Book Value, subsequent allocations of income, gain, loss and deduction with respect to such property shall take account of any variation between the adjusted basis of such property for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) and the applicable Treasury Regulations thereunder. For purposes of such allocations, the Company shall elect the traditional allocation method described in Treasury Regulation Section 1.704-3(b).

(c)                                  Allocations pursuant to this Section 7.3 are solely for purposes of Federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Unitholder’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

Section 7.4                                   Other Allocation Rules.  All items of income, gain, loss, deduction and credit allocable to Units that may have been transferred shall be allocated between the transferor and the transferee based on the portion of the calendar year during which each was recognized as the owner of such Units, without regard to the results of Company operations during any particular portion of that calendar year and without regard to whether cash distributions were made to the transferor or the transferee during that calendar year; provided, however, that this allocation must be made in accordance with a method permissible under Code Section 706 and the regulations thereunder.

ARTICLE 8
MANAGEMENT

Section 8.1                                   Management by Managers.  The Company shall be managed by “managers” (which shall also refer to “directors” as such term is used in the Act) according to the Articles and the remaining provisions of this Article 8 and, except with respect to certain consent or approval requirements provided in this Agreement, no Member, by virtue of having the status of a Member, shall have any management power over the business and affairs of the

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Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as described in the preceding sentence, the business and affairs of the Company shall be managed by the Managers elected in accordance with Section 8.2 acting exclusively through the Board of Managers of the Company (the “Board”) in accordance with the Articles and this Agreement. Under the direction of the Board, the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers, who shall be agents of the Company. In addition to the powers that now or hereafter can be granted under the Act and to all other powers granted under any other provision of the Articles or this Agreement, the Board (subject to Section 8.4) and the Officers (subject to Section 8.2 and the direction of the Board) shall have full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company.

Section 8.2                                   Board of Managers.

(a)                                  Composition; Initial Managers.  Subject to Section 4.6, the Board shall consist of up to nine natural persons who need not be Members or, except as set forth in Section 8.2(b)(iv), residents of the Cayman Islands (each, a “Manager”). Each Manager shall be elected as provided in Section 8.2(b) and shall serve in such capacity until his successor has been elected and qualified or until such person’s death, resignation or removal. As of the date hereof, the Board consists of the persons listed on Schedule II. Any appointment of a Manager must be notified to the Registrar within 21 days of such appointment.

(b)                                 Election of Managers.  From and after the Effective Date and until the termination of this Section 8.2(b) in accordance with Section 15.6, the Company shall exercise all authority under applicable Law, and the Unitholders and their assigns shall vote their Units, at any regular (or general) or special meeting of Members called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such meeting of Members and shall take all the actions necessary, to ensure that the Board shall consist of seven, eight or nine Managers (as provided below and subject to reduction to the extent the Investor Unitholders lose their full rights to designate Managers as provided below) and to ensure the election to the Board of the following individuals:

(i)                                     one of whom shall, be designated by the Management Unitholders (excluding any Units acquired pursuant to a Management Unitholder Disposition), and who will be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ so long as he is employed by any Subsidiary of the Company (the “Management Nominee”);

(ii)                                  two of whom shall be designated by Warburg (the “Warburg Nominees”); provided, however, if at any time the Warburg Group owns less than 25% of the outstanding Convertible Preferred Units (or of the outstanding Common Units if no Convertible Preferred Units are outstanding), only one Manager shall be designated by Warburg, and if at any time the Warburg Group owns less than 10% of the outstanding Convertible Preferred Units (or of the outstanding Common Units if no Convertible Preferred Units are outstanding), none shall be designated by Warburg; provided, further, however, if at any time the Warburg Group owns more than 75% of the outstanding

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Convertible Preferred Units (or of the outstanding Common Units if no Convertible Preferred Units are outstanding), three Managers shall be designated by Warburg;

(iii)                               two of whom shall be designated by Blackstone (the “Blackstone Nominees” and together with the Warburg Nominees, the “Investor Nominees”); provided, however, if at any time the Blackstone Group owns less than 25% of the outstanding Convertible Preferred Units (or of the outstanding Common Units if no Convertible Preferred Units are outstanding), only one Manager shall be designated by Blackstone and if at any time the Blackstone Group owns less than 10% of the outstanding Convertible Preferred Units (or of the outstanding Common Units if no Convertible Preferred Units are outstanding), none shall be designated by Blackstone; provided, further, however, if at any time the Blackstone Group owns more than 75% of the outstanding Convertible Preferred Units (or of the outstanding Common Units if no Convertible Preferred Units are outstanding), three Managers shall be designated by Blackstone; and

(iv)                              two, three or four (as determined by the Requisite Holders) of whom shall be designated by the Requisite Holders (the “Independent Nominees”) after consultation with Blackstone (so long as it owns at least 25% of the outstanding Convertible Preferred Units) and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (so long as he is employed by any Subsidiary of the Company); provided, however, that an Independent Nominee (A) shall not be an employee of the Company or its Subsidiaries or of a member of the Warburg Group or the Blackstone Group or an employee of a Person that Controls a member of the Warburg Group or the Blackstone Group (but may be an employee of a Person that is Controlled by (but is not a Subsidiary of) a member of the Warburg Group or the Blackstone Group other than the Company or a Subsidiary of the Company), it being understood that Independent Nominees may serve as directors or employees of other portfolio companies of the Warburg Group, and (B) shall, in the good faith judgment of the Requisite Holders, have experience that is relevant to the oil and gas industry or geo-political matters; and provided further, that in the event that a fourth natural person shall be designated, such natural person shall be a resident of the Cayman Islands.

(c)                                  Observers.  So long as the Warburg Group and/or the Blackstone Group own more than 10% of the outstanding Convertible Preferred Units (or of the outstanding Common Units if no Convertible Preferred Units are outstanding), each such group shall have the right to have an observer (each, an “Observer”) and any other person approved by the Board attend each meeting of the Board and any committee thereof. Each Observer shall be a full-time employee, director or partner of the Investor Nominee who appointed such Observer or a full-time employee, director or partner of one or more of the Investor Unitholders (or their respective Affiliates) who designated the Investor Nominee who appointed such Observer. In addition, it is expected that members of the Management Group will attend each meeting of the Board.

(d)                                 Removal.  Investor Nominees and Independent Nominees may be removed during his or her term of office, with or without cause, only by the Person or Persons then entitled to designate such Investor Nominee or Independent Nominee pursuant to Section 8.2(b). In addition, at any time prior to a Qualified Public Offering, the Requisite Holders shall have the

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right to remove, with or without cause, the Management Nominee and the Company shall immediately undertake to cause such removal; provided, however, that the Requisite Holders shall not be entitled to remove ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ as the Management Nominee (so long as he is employed by any Subsidiary of the Company). In the event of disagreement among the Persons entitled to remove the Management Nominee on the proposed removal of the Management Nominee, such individuals shall consult with each other in good faith for a period of not less than 30 days in pursuit of a mutually acceptable solution. If no such solution is reached after such 30-day period, the Requisite Holders, acting in good faith, shall have the right to remove such Management Nominee. If any Person is entitled to and desires to remove a Manager, then each Member hereby agrees to vote all Units owned by such Member to effect such removal, or consent in writing to effect such removal upon request, and otherwise to enforce compliance with this Section 8.2(d), including voting or consenting to remove any Manager who fails to comply with a request to remove the Management Nominee properly made under this Section 8.2(d).

(e)                                  Resignations.  Any Manager or member of a committee of the Board may resign at any time. Such resignation shall be in writing and shall take effect at the time specified therein or, if no time is specified, at the time of its receipt by the Registered Office of the Company with a copy delivered to the Chief Executive Officer or Secretary of the Company. The acceptance of a resignation shall not be necessary to make it effective unless expressly so provided in the resignation.

(f)                                    Vacancies.  In the event that a vacancy is created on the Board by the death, Disability, retirement, Resignation or removal (with or without Cause) of a Manager elected pursuant to Section 8.2(b), each Member will as soon as practicable vote for, and cause the Managers designated by it to vote for, the individual designated to fill such vacancy by the Members (or representative) then entitled to fill such vacancy pursuant to Section 8.2(b) hereof, and the Company shall exercise all authority under applicable Law to give effect to this Section 8.2(f). Any Manager chosen to fill a vacancy on the Board in accordance with this Section 8.2(f) shall hold office until such Manager’s successor shall be duly elected and shall have qualified, unless sooner displaced.

(g)                                 Quorum; Required Vote for Board Action.  Unless otherwise required by the Certificate, this Agreement or by Law, a majority of the total number of Managers shall constitute a quorum for the transaction of business at a meeting of the Board. Actions by the Board shall be decided by majority vote, and each Manager shall have one vote. Each Warburg Nominee and each Blackstone Nominee entitled to vote at a meeting of Managers may authorize the other Warburg Nominee, if any, and the other Blackstone Nominee, if any, respectively, to vote for or on behalf of such Nominee. Such authorization shall not require the consent or approval of any other Manager (other than the Nominee being so authorized).

(h)                                 Place of Meetings; Order of Business.  The Board may hold its meetings and may have an office, except as otherwise provided by Law, in such place or places, within or without the Cayman Islands, as the Board may from time to time determine by resolution. At all meetings of the Board, business shall be transacted in such order as shall from time to time be

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determined by the Chairman of the Board (if any), or in his absence by the President, or by resolution of the Board.

(i)                                     First Meeting.  Each newly elected Board may hold its first meeting for the purpose of organization and the transaction of business, if a quorum is present, immediately after such newly elected Board has been elected by the Members. Reasonable notice of at least five days of such Board meeting shall be required for each such meeting. At the first meeting of the Board in each year at which a quorum shall be present, held after the election of such Board, the Board shall proceed to the election of the Officers.

(j)                                     Regular (or General) Meetings.  Regular (or general) meetings of the Board shall be held at such times and places as shall be designated from time to time by resolution of the Board. Reasonable notice of at least five days of such regular (or general) meetings shall be required for each such meeting.

(k)                                  Special Meetings.  Special meetings of the Board may be called by the Chairman of the Board (if any), the President or, on the written request of any two Managers, by the Secretary, in each case on reasonable notice of at least five days.

(I)                                    Notice of Meetings.  Notice of any first, regular (or general) or special meeting may be personal, written, telegraphic, cable, wireless or electronic notice to each Manager. Such notice, or any waiver thereof pursuant to Section 15.2 hereof, need not state the purpose or purposes of such meeting, except as may otherwise be required by Law or provided for in the Certificate or this Agreement.

(m)                               Compensation.  Neither the Management Nominee nor the Investor Nominees who are employees of a member of the Warburg Group or the Blackstone Group or any of their Affiliates, will receive any consideration for serving on the Board prior to a Qualified Public Offering. The Independent Nominees will receive reasonable cash compensation for serving on the Board prior to a Qualified Public Offering and shall be eligible to receive Profits Units in accordance with Article 10. All of the Managers will be entitled to reimbursement for reasonable out-of-pocket expenses in attending meetings of the Board. Unless otherwise restricted by the Certificate or this Agreement, the Board shall have the authority to fix the compensation of Managers.

(n)                                 Action Without a Meeting.  Unless otherwise restricted by the Certificate, any action required or permitted to be taken at any meeting of the Board, or any committee designated by the Board, may be taken without a meeting if all members of the Board or committee thereof, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed under the Act. Notwithstanding the immediately preceding two sentences, in the event that any provision of this Agreement contains a requirement that the Board will consult with any other Person prior to taking a specified action, the Board will not act without a meeting unless the Board shall have consulted with such other Person, as applicable, or

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shall have used commercially reasonable efforts for a reasonable period of time to attempt to consult with such other Person.

(o)                                 Telephonic Conference Meeting.  Unless otherwise restricted by the Certificate, subject to the requirement for notice of meetings, members of the Board, or members of any committee designated by the Board, may participate in a meeting of such Board or committee, as the case may be, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

(p)                                 Waiver of Notice Through Attendance.  Attendance of a Manager at any meeting of the Board or any committee thereof (including by telephone) shall constitute a waiver of notice of such meeting, except where such Manager attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

(q)                                 Committees of the Board.

(i)                                     Designation; Powers.  Subject to the provisions of Section 8.2(q)(ii), the Board may, by resolution passed by a majority of the Managers, designate one or more committees, including if they shall so determine an executive committee, each such committee consisting of one or more of the Managers. Any such designated committee shall have and may exercise such of the powers and authority of the Board in the management of the business and affairs of the Company as may be provided in such resolution, except that no such committee shall have the power or authority of the Board with regard to amending the Certificate or this Agreement, adopting an agreement of merger, consolidation, conversion or transfer by way of continuation, recommending to the Members the sale, lease or exchange of all or substantially all of the Company’s property and assets, recommending to the Members a dissolution of the Company or a revocation of a dissolution of the Company, approving any Capital Call or approving any Project, and unless such resolution or the Certificate expressly so provides no such committee shall have the power or authority to declare a distribution or authorize the issuance of Membership Interests and Units. In addition, such committee or committees shall have such other limitations of authority as may be determined from time to time by resolution adopted by a majority of all of the Managers.

(ii)                                  Required Committees.  The Board shall establish an audit committee (the “Audit Committee”), a compensation committee (the “Compensation Committee”), and an employment committee (the “Employment Committee”). The Audit Committee, the Compensation Committee and each other committee designated by the Board in accordance with Section 8.2(q)(i) shall have at least one Warburg Nominee (as long as there are then at least two Warburg Nominees), at least one Blackstone Nominee (as long as there are then at least two Blackstone Nominees) and at least one Independent Nominee so long as, in any such case, such committee composition would not prohibit

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the initial or continued listing of the IPO Corporation on the New York Stock Exchange or the Nasdaq National Market pursuant to applicable listing standards. The Employment Committee shall be comprised of all then Managers who are Investor Nominees. The Management Nominee shall not be permitted to serve on the Compensation Committee.

(iii)                               Procedure; Meetings; Quorum.  Any committee designated in accordance with this Section 8.2(q) shall choose its own chairman and, if desired, its own secretary, shall keep regular minutes of its proceedings and report the same to the Board when requested, shall fix its own rules or procedures, and shall meet at such times and at such place or places as may be provided by such rules or procedures, or by resolution of such committee or Board. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum, and the affirmative vote of a majority of the members present shall be necessary for the adoption of any resolution.

(iv)                              Substitution of Managers.  Subject to the provisions of Section 8.2(q)(ii), the Board may designate one or more Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of the absent or disqualified member, subject to the provisions of Section 8.2(q)(ii).

(r)                                    Reliance on Books, Reports and Records.  Each Manager and each member of any committee designated by the Board shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or reports made to the Company by any of its Officers or by an independent certified public accountant or by an appraiser selected with reasonable care by the Board or by any such committee, or in relying in good faith upon other records of the Company.

(s)                                  Cooperation by Members and the Company.  Each of the Members and the Company agree to take such action, or refrain from taking such action, as is within its reasonable control to effect the provisions of this Section 8.2 and to ensure that the Certificate does not, from time to time or at any time, conflict with the provisions of this Section 8.2, including causing any Manager nominated thereby to take or refrain from taking action for the foregoing purpose. Furthermore, each Member hereby agrees to take all actions necessary to call, or cause the Company, the Officers or the Managers to call, a special meeting of the Members of the Company and to vote all Units owned or held of record by such Member at any such special meeting in favor of, or take all actions by written consent in lieu of any such meeting necessary to cause, the election as members of the Board of those individuals so designated in accordance with, and otherwise to effect the intent of Section 8.2.

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Section 8.3                                   Meetings of the Members.

(a)                                  Place of Meetings.  All meetings of the Members shall be held at the principal office of the Company, or at such other place within or without the Cayman Islands as shall be specified or fixed in the notices (or waivers of notice) thereof.

(b)                                 Quorum; Required Vote for Member Action; Adjournment of Meetings.

(i)                                     Except as expressly provided otherwise by the Certificate, this Agreement or a Series Designation, the holders of a majority of the Units issued and outstanding and entitled to vote at any meeting of Members, present in person or represented by proxy thereat, shall constitute a quorum at any such meeting for the transaction of business, and the affirmative vote of the holders of a majority of the Units so present or represented at such meeting at which a quorum is present shall constitute the act of the Members. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of sufficient Members to leave less than a quorum.

(ii)                                  Notwithstanding any other provision in the Certificate, this Agreement or a Series Designation to the contrary, the chairman of the meeting of Members or the holders of a majority of the issued and outstanding Units, present in person or represented by proxy and entitled to vote thereat, whether or not a quorum is present, shall have the power to adjourn such meeting from time to time, without any notice other than announcement at the meeting of the time and place of the holding of the adjourned meeting. If the adjournment is for more than thirty days, or if subsequent to the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each holder of record of Units entitled to vote at such meeting. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called.

(c)                                  Special Meetings.  Unless otherwise provided in the Certificate, special meetings of the Members for any proper purpose or purposes may be called at any time by the Chairman of the Board (if any), the President, a majority of the Board or the Supermajority Holders. If not otherwise stated in or fixed in accordance with the remaining provisions hereof, the record date for determining such Unitholders entitled to call a special meeting shall be the date any such Unitholder first signs the notice of that meeting. Only business within the proper purpose or purposes described in the notice (or waiver thereof) required by this Agreement may be conducted at a special meeting of the Members.

(d)                                 Record Date.

(i)                                     For the purpose of determining Members entitled to notice of or to vote at any meeting of Members, or any adjournment thereof, or entitled to express consent to action in writing without a meeting, or entitled to receive payment of any distribution or allotment of any rights, or entitled to exercise any rights in connection with any change,

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conversion or exchange of Units, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing such record date is adopted by the Board, and which record date shall not be more than 60 nor less than 10 days prior to the date of such meeting, nor more than 60 days prior to any other action.

(ii)                                  If the Board does not fix a record date for any meeting of Members, the record date for determining Members entitled to notice of or to vote at a meeting of Members shall be at the close of business on the day next preceding the day on which notice of such meeting is given, or, if notice is waived in accordance with this Agreement, at the close of business on the day next preceding the day on which the meeting of Members is held. If, in accordance with this Agreement, action without a meeting of Members is to be taken, the record date for determining Members entitled to express consent to such action in writing, when no prior action by the Board is necessary, shall be the day on which the first written consent is expressed. The record date for determining Members for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

(iii)                              A determination of Members of record entitled to notice of or to vote at a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

(iv)                              A determination of Members of record as of any record date fixed pursuant to this Section 8.3(e) shall be made by reference to the Register of Members.

(e)                                  Notice of Meetings.  Written notice of the place, date and hour of all meetings and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given by or at the direction of the Chairman of the Board (if any) or the President, the Secretary or the other person(s) calling the meeting to each Member entitled to vote thereat not less than ten (10) nor more than sixty (60) days prior to the date of the meeting. Such notice may be delivered personally, by mail or by electronic transmission. If mailed, notice shall be deemed to have been given when deposited in the United States mail, postage pre-paid, directed to the Member, at such Member’s address as it appears on the Unit transfer records of the Company. If electronically delivered, notice shall be deemed to have been given when directed to an electronic mail address at which the Member has consented to receive notice. An affidavit of the Secretary, an Assistant Secretary or the transfer agent of the Company that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

(f)                                    Member List.  A complete list of Members entitled to vote at any meeting of Members, arranged in alphabetical order for each class or series of Membership Interests and showing the address of each such Member and the number of Units registered in the name of such Member, shall be open to the examination of any Member upon written request to the Secretary of the Company delivered at least eight days prior to the meeting, for any purpose germane to the meeting, during ordinary business hours, for a period of at least five (5) days prior to the meeting, either at a place within the city where the meeting is to be held, which place

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shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.

(g)                                 Proxies.

(i)                                     Each Member entitled to vote at a meeting of Members or to express consent or dissent to action in writing without a meeting may authorize another Person or Persons to act for him by proxy. Proxies for use at any meeting of Members shall be filed with the Secretary, or such other Officer as the Board may from time to time determine by resolution, before or at the time of the meeting. All proxies shall be received and taken charge of and all ballots shall be received and canvassed by the secretary of the meeting who shall decide all questions touching upon the qualification of voters, the validity of the proxies, and the acceptance or rejection of votes, unless an inspector of inspectors shall have been appointed by the chairman of the meeting, in which event such inspector of inspectors shall decide all such questions.

(ii)                                  No proxy shall be valid after three (3) years from its date, unless the proxy provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable. The form of proxy shall be as determined by the Board.

(iii)                               Should a proxy designate two or more Persons to act as proxies, unless such instrument shall provide the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, each proxy so attending shall be entitled to exercise such powers in respect of the same portion of the shares as he is of the proxies representing such Units.

(h)                                 Voting; Elections; Inspectors.

(i)                                     Unless otherwise required by Law or provided in the Certificate, this Agreement or a Series Designation, each Member shall have one vote for each Unit entitled to vote which is registered in his name on the record date for the meeting provided, however, that, if at any time more than one class (counting for these purposes each designation of a class as a separate class) or series of Units is entitled to vote together as a single combined class on any matter submitted to a vote of Members or Unitholders, then each Member or Unitholder entitled to vote thereon shall vote such Units held by such Member or Unitholder in accordance with such Member’s or Unitholder’s Adjusted Percentage Interest; and provided, further, that Profits Units shall not be entitled to vote on any matter submitted to a vote of any Unitholders or Members unless otherwise required by the Act or expressly provided in this Agreement. Units registered in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the bylaw (or comparable instrument) of such corporation may prescribe, or in the absence of such provision, as the board of directors (or comparable

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body) of such corporation may determine. Units registered in the name of a deceased person may be voted by his executor or administrator, either in person or by proxy.

(ii)                                  All voting, except as required by the Certificate or this Agreement or where otherwise required by Law, may be by a voice vote; provided, however, that upon demand therefor by any Member a Unit vote shall be taken. Every Unit vote shall be taken by written ballots, each of which shall state the name of the Member or proxy voting and such other information as may be required under the procedure established for the meeting. Unless otherwise provided in the Certificate, all elections of Managers shall be by ballot.

(iii)                               At any meeting at which a vote is taken by ballots, the chairman of the meeting may appoint one or more inspectors, each of whom shall subscribe an oath or affirmation to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability. Such inspector shall receive the ballots, count the votes and make and sign a certificate of the result thereof. The chairman of the meeting may appoint any person to serve as inspector, except no candidate for the position of a Manager shall be appointed as an inspector.

(i)                                     Conduct of Meetings.  The meetings of the Members shall be presided over by the Chairman of the Board (if any), or if he is not present, by the President, or if neither the Chairman of the Board (if any) nor the President is present, by a chairman elected at the meeting. The Secretary of the Company, if present, shall act as secretary of such meetings, or if he is not present, an Assistant Secretary shall so act; if neither the Secretary nor an Assistant Secretary is present, then a secretary shall be appointed by the chairman of the meeting. The chairman of any meeting of Members shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him in order. Unless the chairman of the meeting of Members shall otherwise determine, the order of business shall be as follows:

(i)                                     Calling of meeting to order.

(ii)                                  Election of a chairman and the appointment of a secretary if necessary.

(iii)                               Presentation of proof of the due calling of the meeting and any waiver of notice of the meeting by any Member.

(iv)                              Presentation and examination of proxies and determination of a quorum.

(v)                                 Reading and settlement of the minutes of the previous meeting.

(vi)                              Reports of Officers and committees.

(vii)                           The election of Managers if a meeting is called for that purpose.

(viii)                        Unfinished business.

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(ix)                                New business.

(x)                                   Adjournment.

(j)                                     Units Held by the Company.  The Company shall not vote, directly or indirectly, any of its own Units repurchased by or forfeited to it and such Units shall not be counted for quorum purposes.

(k)                                  Action Without Meeting.  Unless otherwise provided in the Certificate or this Agreement, any action permitted or required by Law, the Certificate or this Agreement to be taken at a meeting of Members, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding Units having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Units entitled to vote thereon were present and voted. Prompt notice of the taking of the company action without a meeting by less than a unanimous written consent shall be given by the Secretary to those Members who have not consented in writing. Notwithstanding the immediately preceding two sentences, in the event that any provision of this Agreement contains a requirement that a Member or class of Members consults with any other Person prior to taking a specified action, the Members will not act without a meeting unless such Member or Members have consulted with such other Person, as applicable, or shall have used commercially reasonable efforts for a reasonable period of time to consult such other Person.

(l)                                     Waiver of Notice Through Attendance.  Attendance of a Member at any meeting of Members (including by telephone) shall constitute a waiver of notice of such meeting, except where such Member attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

(m)                               Meetings of Classes or Series Members.  The provisions relating to general (or regular) meetings of Members in this Section 8.3 shall mutatis mutandis apply to any separate meeting of any class or series of Units, but so that the necessary quorum shall be any one Member of the relevant class or series and that any Member of the class or series present in person or by proxy may demand a poll.

Section 8.4                                   Decisions Requiring Additional Consent.  Notwithstanding any power or authority granted to the Board, any committee thereof or the Officers under the Certificate or this Agreement, the following provisions shall apply:

(a)                                  Neither the Board, any committee thereof or any Officer may make any decision or take any action for which consent of any Person is expressly required pursuant to the Certificate or this Agreement without first obtaining such consent.

(b)                                 Except as otherwise provided in the Contribution Agreement, the Company shall not do or agree to do, and shall not permit any of its Subsidiaries to do or agree to do, any of the following, without prior Board approval and the prior written consent of the Requisite Holders:

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(i)                                     authorize additional funding for the Company and its Subsidiaries, including the issuance (directly, by merger or otherwise) of any Units, Capital Stock, equity or equity-linked securities of the Company or any Subsidiary of the Company, provided that such issuance would not constitute a Change of Control, other than (A) Profits Units or Management Units issued pursuant to this Agreement as in effect on the Effective Date or any other similar plan or arrangement previously approved by the Supermajority Holders or (B) Units or securities referred to in Sections 4.5(d)(ii), (iv), (vi), (viii), (ix) or (x); provided, however, that Blackstone shall have the right to exercise an Investor Call Right under the circumstances and to the extent described in Section 3.1(b) of the Contribution Agreement and, in the event of such exercise, such additional funding pursuant to this subsection (i) shall be correspondingly reduced by the amount of the net proceeds received by the Company pursuant to such exercise;

(ii)                                  authorize and issue a number of Preferred Units pursuant to Section 4.6 or other equity or equity linked securities; provided, however, that Blackstone shall have the right to exercise an Investor Call Right under the circumstances and to the extent described in Section 3.1(b) of the Contribution Agreement and, in the event of such exercise, the number of Preferred Units issued pursuant to Section 4.6 shall be correspondingly reduced by the quotient of the net proceeds received by the Company pursuant to such exercise and the purchase price per such Preferred Unit issued pursuant to Section 4.6;

(iii)                               allow the Subsidiaries to incur (A) aggregate indebtedness in excess of $10,000,000 or (B) indebtedness if immediately following such incurrence the aggregate consolidated indebtedness of the Company would exceed the product of two times the Company’s consolidated earnings before interest, taxes depreciation, depletion and amortization (adjusted pro forma for any acquisitions made since the beginning of the twelve month period described below) for the latest twelve months (or such shorter time as the Company shall have been in business, if it has not been in business for 12 months) for which the Company has delivered financial statements pursuant to Section 11.4(a)(i) hereof (such calculation as to whether any proposed incurrence of indebtedness would exceed such threshold shall be made in good faith by the Company’s then chief financial officer);

(iv)                              approve or engage in any consolidation, merger, transfer by way of continuation or other business combination or any conversion to another type of business entity, other than any such transaction that would constitute a Liquidation Event;

(v)                                 enter into any agreement, commitment or option to sell or divest, or sell or divest, assets representing $10,000,000 or more in the aggregate, or more than 5% of the Company’s consolidated assets, as determined by reference to book value (based on the most recently prepared financial statements), or proved reserves (based on the most recent expert third party reserve report), other than any such transaction that would constitute a Liquidation Event;

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(vi)                              make any individual acquisition during any fiscal year that exceeds $5,000,000, or enter into any agreement, commitment or option with respect thereto;

(vii)                           approve or enter into any material agreement, commitment, guarantee, obligation or activity relating to hedging or similar activities;

(viii)                        approve a Qualified Public Offering;

(ix)                                approve the Company’s annual budget;

(x)                                   make expenditures during the fiscal year covered by the Company’s annual budget approved in accordance with clause (ix) above that in the aggregate exceed the aggregate amounts approved for all expenditures in the annual budget by the greater of (A) 5% or (B) $5,000,000; and

(xi)                                effect a forward or reverse split of the Common Units.

(c)                                  Except as otherwise provided in the Contribution Agreement, the Company shall not do or agree to do, and shall not permit any of its Subsidiaries to do or agree to do, any of the following, without prior Board approval and the prior written consent of the Supermajority Holders (or, in the case of subsection (ii) below, without the prior written consent of the Supermajority Holders and the holders of at least a majority of the outstanding Management Units, provided, however, that any Units transferred pursuant to a Management Unitholder Disposition shall, subsequent to such transfer, be excluded from the calculation of a majority of the outstanding Management Units for the purposes of this Section 8.4(c)):

(i)                                     repurchase or otherwise acquire any Units, Capital Stock, equity or equity-linked securities of the Company or any Subsidiary of the Company other than Units or securities purchased from Management Unitholders pursuant to this Agreement;

(ii)                                  (1) in the aggregate, issue Profits Units of any class or series (other than pursuant to Section 4.2(a)(x)) in accordance with this Agreement (A) in an amount that exceeds the authorized number of such class or series of Profits Units specified in Section 4.2(a)(ii), (B) with a Threshold Value less than the Threshold Value required by Section 4.2(a)(iii) through (ix) (inclusive), (C) that entitle the holders thereof to an aggregate Sharing Ratio greater than that specified in the definition of Sharing Ratio as in effect of the Effective Date, or (D) with a vesting schedule more favorable than the schedule contained in Section 11.1(a) of this Agreement, (2) in the aggregate, issue Management Units and Profits Units pursuant to Section 4.2(a)(x), collectively, (A) in an amount that exceeds 3,500,000 Common Units, (B) with respect to such Profits Units with a Threshold Value less than the Threshold Value required by Section 4.2(a)(x), (C) that entitle the holders thereof to an aggregate Sharing Ratio greater than that specified in the definition of Sharing Ratio as in effect of the Effective Date, or (D) with a vesting schedule more favorable than the schedule contained in Section 11.1(a) of this Agreement, or (3) at any time, issue any other Management Units or Profits Units, or any

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similarly designated Common Units pursuant to any plan or arrangement that has not been approved by the Supermajority Holders;

(iii)                               authorize annual bonus payments or allocations of Profits Units to members of the Management Group or other Officers, or enter into, modify, amend or terminate any compensatory arrangement with any member of the Management Group or other Officer;

(iv)                              approve an Extraordinary Acquisition Capital Call;

(v)                                 modify the Company’s tax structure;

(vi)                              engage, or enter into an agreement to engage or otherwise authorize the engagement, in any activities not contemplated by this Agreement and the Contribution Agreement, including operating in a geographic area other than offshore West Africa or engaging in a line of business other than the exploration and production of oil and gas;

(vii)                           approve or enter into any agreement, commitment, guarantee, obligation or activity that would be considered trade or business activities or that would cause the Company to realize UBTI, UBT or ECI;

(viii)                        incur any indebtedness owing by the Company (in contrast to the Company’s Subsidiaries);

(ix)                                make any individual investment or acquisition in a jurisdiction outside of the United States or invest in or acquire any entity formed in a jurisdiction outside of the United States, in each case, without first using best efforts to obtain a written opinion of qualified local counsel in form and substance reasonably satisfactory to one Warburg Nominee and one Blackstone Nominee to the effect that the Investor Unitholders will not (1) have a “permanent establishment” (or similar status) in the relevant non-U.S. jurisdiction, (2) become subject to tax generally in such non-U.S. jurisdiction or (3) be required to file tax returns in such non-U.S. jurisdiction (other than filings required to obtain refunds of amounts withheld), in each case solely as a result of any such investment or acquisition; provided, however, that the consent of the Supermajority Holders shall not be required pursuant to this subsection (ix) if one Warburg Nominee and one Blackstone Nominee together waive the requirement to obtain (or seek to obtain) such opinion; or

(x)                                   cause the IPO Corporation to be organized, formed or incorporated in a jurisdiction other than Delaware, Bermuda or the Cayman Islands.

(d)                                 Except as otherwise provided in the Contribution Agreement, the Company shall not do or agree to do, and shall not permit any of its Subsidiaries to do or agree to do, any of the following, without prior Board Approval and the prior written consent of the Super-Requisite Holders (in the case of any Cash Transaction or a Non-Cash Transaction that does not satisfy the

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requirements of the Selling Proviso) or the Requisite Holders (in the case of any Non-Cash Transaction that does satisfy the requirements of the Selling Proviso):

(i)                                     effect a Liquidation Event; or

(ii)                                  declare or pay any distributions on the Company’s Units, other than as required in the Certificate or pursuant to Section 7.1(c); provided, however, that all distributions declared pursuant to this Section 8.4(d)(ii) shall be made in accordance with Article 7.

(e)                                  Except as otherwise provided in the Contribution Agreement, the Company shall not, and shall not permit any of its Subsidiaries, to enter into, modify, amend or terminate, or agree to enter into, modify, amend or terminate, any transaction with any executive officers, Managers or Affiliates of the Company, other than, (A) compensatory arrangements with Officers approved by the Compensation Committee and (B) Units purchased from Management Unitholders pursuant to this Agreement, without prior Board approval and the prior written consent of holders of at least 75% of the outstanding Convertible Preferred Units (or outstanding Common Units (other than Profits Units or Unvested Management Units) if no Convertible Preferred Units are outstanding) held by disinterested Unitholders with respect to such action; provided, however, that in accordance with Section 4.6 (and subject to Section 3.2 of the Contribution Agreement), the Company may create and issue additional Preferred Units to any member of the Warburg Group without the prior approval described in this Section 8.4(e) if (i) the terms upon which one or more members of the Warburg Group propose to invest in such Units are substantially as favorable, in the aggregate, to the Company as could be obtained from a third party on an arms’ length basis, as determined by the Board (with the concurrence of all then serving Independent Nominees) in good faith, and (ii) the provisions of Section 4.5 apply to the proposed issuance.

Section 8.5                     Officers.

(a)                                  Generally. The Board shall appoint certain agents of the Company to be referred to as “Officers” of the Company, as set forth below in this Section 8.5. Each such appointment shall have been recommended to the Board by the Management Group and approved by the Requisite Holders and any of the Independent Nominees or Blackstone Nominees following consultation in good faith with Blackstone (so long as it owns any Convertible Preferred Units) and the good faith participation of Blackstone (so long as it owns any Convertible Preferred Units) in all aspects of the Officer selection and interview process. Unless otherwise provided by resolution of the Board, the Officers shall have the titles, power, authority and duties described below in this Section 8.5. Any appointment of an Officer must be notified to the Registrar within 21 days of such appointment.

(b)                                 Number, Titles and Term of Office. The Officers of the Company shall be a President, one or more Vice Presidents (any one or more of whom may be designated Executive Vice President or Senior Vice President), a Treasurer, a Secretary and, if the Board so elects, a Chairman of the Board and such other officers as the Board may from time to time elect or appoint. Each Officer shall hold office until his successor shall be duly elected and shall qualify

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or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same person. Except for the Chairman of the Board, if any, no Officer need be a Manager.

(c)                                  Salaries. The salaries or other compensation, if any, of the Officers shall be fixed from time to time by the Board or the Compensation Committee

(d)                                 Removal.

(i)                                     Any Officer elected or appointed by the Board may be removed, either with or without Cause, by the vote of a majority of the whole Board at any regular meeting, or at a special meeting called for such purpose, provided, however, that the notice for such meeting shall specify that such proposed removal will be considered at the meeting; and provided, further, however, that such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Election or appointment of an Officer shall not of itself create contractual rights.

(ii)                                  Any Officer elected or appointed by the Board, and any other employee of the Company, may be removed and terminated, either with or without Cause, by the vote of the Employment Committee at any regular meeting or at a special meeting called for such purposes; provided, however, that the notice for such meeting shall specify that such proposed removal and/or termination will be considered at the meeting; and provided, further, however, that such removal and/or termination shall be without prejudice to the contractual rights, if any, of the person so removed. The Employment Committee must deliver to the President written notice of its intent to remove an employee five business days prior to removing such employee.

(iii)                               In the event of a disagreement among the Investor Nominees then serving on the Board or the Employment Committee, as the case may be, on either the proposed removal and/or termination of an Officer, such individuals shall consult with each other and the Management Group in good faith for a period of not less than 30 days in pursuit of a mutually acceptable solution. If no such solution is reached after such 30-day period, the Requisite Holders, acting in good faith, shall have the right to remove and/or terminate such Officer.

(e)                                  Vacancies. Any vacancy occurring in any office of the Company may be filled by the Board in accordance with Section 8.5(a).

(f)                                    Resignations. Any Officer may resign at any time. Such resignation shall be in writing and shall take effect at the time specified therein or, if no time is specified, at the time of its receipt by the Chief Executive Officer or Secretary of the Company. The acceptance of a resignation shall not be necessary to make it effective unless expressly so provided in the resignation.

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(g)                                 Powers and Duties of the Chairman of the Board. The Chairman of the Board (if any) shall preside at all meetings of the Members and of the Board; and he shall have such other powers and duties as may be assigned to him from time to time by the Board.

(h)                                 Powers and Duties of the Chief Executive Officer and President. The President shall be the Chief Executive Officer of the Company. Subject to the control of the Board and the other terms of this Agreement, the Chief Executive Officer and President shall have general executive charge, management and control of the properties, business and operations of the Company with all such powers as may be reasonably incident to such responsibilities; subject to Section 8.2, he may agree upon and execute all contracts in the name of the Company and may sign all certificates for Units of the Company; and he shall have such other powers and duties as may be assigned to him from time to time by the Board.

(i)                                     Powers and Duties of the Vice Presidents. Each Vice President shall perform such duties and have such powers as the Board may from time to time prescribe. In addition, in the absence of the President, or in the event of the President’s inability or refusal to act, a Vice President designated by the Board or, in the absence of such designation, the Vice President who is present and who is senior in terms of time as a Vice President of the Company, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President.

(j)                                     Powers and Duties of the Chief Financial Officer. The Chief Financial Officer shall have responsibility for the custody and control of all the funds and securities of the Company, and he shall have such other powers and duties as may be prescribed from time to time by the Board. He shall perform all acts incident to the position of Chief Financial Officer, subject to the control of the Chief Executive Officer and the Board.

(k)                                  Powers and Duties of the Treasurer and the Assistant Treasurers. The Treasurer and each Assistant Treasurer (if any) shall have the usual powers and duties pertaining to their respective office, together with such other powers and duties as may be prescribed from time to time in the case of the Treasurer by the Chief Financial Officer, the Chief Executive Officer or the Board and in the case of each Assistant Treasurer, by the Chief Financial Officer, the Treasurer, the Chief Executive Officer or the Board. The Treasurer shall exercise the powers of the Chief Financial Officer during the Chief Financial Officer’s absence or inability or refusal to act, and the Assistant Treasurers shall exercise the powers of the Chief Financial Officer or the Treasurer during their respective absence or inability or refusal to act.

(l)                                     Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board, committees thereof and of the Members in books provided for such purpose; he shall attend to the giving and serving of all notices; he may in the name of the Company affix the seal of the Company to all contracts of the Company and attest thereto; he may sign with the other appointed Officers all Unit certificates; he shall have charge of the certificate books, transfer books and Unit ledgers, and such other books and papers as the Board may direct, all of which shall at all reasonable times be open to inspection by any Manager upon application at the office of the Company during business hours; he shall have such other powers and duties as may be prescribed from time to time by the Board; and he shall in general perform

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all acts incident to the office of Secretary, subject to the control of the Chief Executive Officer and the Board.

(m)                               Powers and Duties of the Assistant Secretaries. Each Assistant Secretary (if any) shall have the usual powers and duties pertaining to his office, together with such other powers and duties as may be prescribed from time to time by the Chief Executive Officer, the Board or the Secretary. The Assistant Secretaries shall exercise the powers of the Secretary during the Secretary’s absence or inability or refusal to act.

(n)                                 Action with Respect to Securities of Other Companies. Unless otherwise determined by the Board, the chief executive officer shall have the power to vote and to otherwise act on behalf of the Company, in person or by proxy, at any meeting of security holders of any other company, or with respect to any action of security holders thereof, in which the Company may hold securities and otherwise to exercise any and all rights and powers which the Company may possess by reason of its ownership of securities in such other company.

(o)                                 Facsimile Signatures. In addition to the provisions for the use of facsimile signatures elsewhere specifically authorized in this Agreement, facsimile signatures of any Officer may be used wherever as authorized by the Board.

Section 8.6                     Effect of More or Less than One Vote. If any Unit has more or less than one vote on any matter, every reference in this Agreement to a majority or other proportion of Units shall refer to such majority or other proportion of the votes of such Units.

Section 8.7                     Prohibition against UBTI, ECI and UBT. Notwithstanding anything to the contrary herein, the Managers shall use their best efforts to not permit the Company to enter into any agreement, commitment, guarantee, obligation or activity, including any acquisitions or borrowings, that could result in the recognition of UBTI, ECI or UBT by any Unitholder by reason of its ownership of Units.

Section 8.8                     Tax Covenant. Before the Company or any of its Subsidiaries either (i) makes any individual investment or acquisition in a jurisdiction outside of the United States or (ii) invests in or acquires any entity formed in a jurisdiction outside of the United States, the Company will use best efforts to obtain a written opinion of qualified local counsel in form and substance reasonably satisfactory to one Warburg Nominee and one Blackstone Nominee to the effect that the Investor Unitholders will not (1) have a “permanent establishment” (or similar status) in the relevant non-U.S. jurisdiction, (2) become subject to tax generally in such non-U.S. jurisdiction or (3) be required to file tax returns in such non-U.S. jurisdiction (other than filings required to obtain refunds of amounts withheld), in each case solely as a result of any such investment or acquisition; provided, however, that the requirement to obtain (or to seek to obtain) such opinion may be waived with the consent of both one Warburg Nominee and one Blackstone Nominee.

Section 8.9                     ▇.▇.▇▇▇ Status. All first-tier Subsidiaries of the Company will be formed and remain corporations for U.S. tax purposes or the Managers shall cause such Subsidiaries to

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be classified and treated as corporations for U.S. tax purposes, in each case from their inception and for all times thereafter.

ARTICLE 9
EXCULPATION AND INDEMNIFICATION

Section 9.1                     Exculpation. The personal liability of each Manager and its Affiliates shall be eliminated and limited to the full extent permitted under the laws of Delaware, including the Delaware Act. No Manager nor any Affiliate thereof shall be liable to the Company or any Member for monetary damages arising from any actions taken, or actions failed to be taken, in its capacity as a Manager or any member of a committee of the Board except for (a) liability for acts or omissions not in good faith or which involve intentional misconduct or in knowing violation of law, (b) liability with respect to any transaction from which such Person derived an improper personal benefit and (c) liability from any breach of such Person’s duty of loyalty to the Company, in each case described in clauses (a), (b) and (c) preceding, as determined by a final, nonappealable order of a court of competent jurisdiction.

Section 9.2                     Right to Indemnification. Subject to the limitations and conditions as provided in this Article 9, each Person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (hereinafter a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person, or a Person of whom it is the legal representative, is or was or has agreed to become a Manager or an Officer or is or was serving or has agreed to serve at the request of the Company as a member, manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, whether the basis of such Proceeding is alleged action in an official capacity as a Manager or Officer or in any other capacity while serving or having agreed to serve as a Manger or Officer, shall be indemnified and held harmless by the Company to the fullest extent permitted by the Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said Law permitted the Company to provide prior to such amendment) against all expense, liability and loss (including judgments, penalties excise and similar taxes, punitive damages, fines, amounts paid in settlement or to be paid in settlement and attorneys’ fees) actually incurred or suffered by such Person in connection with such Proceeding, and indemnification under this Article 9 shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person to indemnity hereunder and shall inure to the benefit of such Person’s heirs, executors and administrators; provided, however, that the Company shall indemnify any such Person seeking indemnification in connection with a Proceeding (or part thereof) initiated by such Person only if such Proceeding (or part thereof) was authorized by the Board. Notwithstanding anything to the contrary in this Section 9.2, no Manager or Officer shall be entitled to indemnification hereunder if it is determined by a final, nonappealable order of a court of competent jurisdiction that such person did not act in good faith and in a manner such person

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reasonably believed to be in or not opposed to the best interests of the Company, or had reasonable cause to believe such person’s conduct was unlawful.

Section 9.3                        Advance Payment. The right to indemnification conferred in this Article 9 shall include the right to be paid or reimbursed by the Company the expenses incurred by a Person of the type entitled to be indemnified under Section 9.2 who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Person’s ultimate entitlement to indemnification. Such expenses shall, at the request of the Person entitled to be indemnified under Section 9.2, be advanced by the Company periodically or on behalf of such Person in advance of the final disposition of a Proceeding so long as such Person shall have provided the Company with a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Article 9 or otherwise.

Section 9.4                     Indemnification of Employees and Agents. The Company, by adoption of a resolution of the Board, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses to Managers and Officers under this Article 9; and, the Company may indemnify and advance expenses to Persons who are not or were not Managers, Officers, employees or agents of the Company but who are or were serving at the request of the Company as a member, manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against such Person and incurred by such Person in such a capacity or arising out of its status as such a Person to the same extent that the Company may indemnify and advance expenses to Members under this Article 9.

Section 9.5                          Appearance as a Witness. Notwithstanding any other provision of this Article 9, the Company may pay or reimburse expenses incurred by a Manager, Officer or Member in connection with its appearance as a witness or other participation in a Proceeding at a time when it is not a named defendant or respondent in the Proceeding.

Section 9.6                          Nonexclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Article 9 shall not be exclusive of any other right which a Manager, Officer or other Person indemnified pursuant to Section 9.4 may have or hereafter acquire under any Law, this Agreement, agreement, vote of the Board or otherwise.

Section 9.7                          Insurance. The Company shall, to the fullest extent that is commercially reasonable, purchase and maintain insurance, at its expense, to protect itself and any Person who is or was serving as a Manager, Officer, employee or agent of the Company or is or was serving at the request of the Company as a member, manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee

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benefit plan or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such Person against such expense, liability or loss under this Article 9.

Section 9.8                     Member Notification. To the extent required by Law, any indemnification of or advance of expenses to a Manager in accordance with this Article 9 shall be reported in writing to the other Managers with or before the notice or waiver of notice of the next Board meeting or with or before the next submission to the Board of a consent to action without a meeting and, in any case, shall be reported to the Members within the 12 month period immediately following the date of the indemnification or advance.

Section 9.9                     Savings Clause. If this Article 9 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Person indemnified pursuant to this Article 9 as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any applicable portion of this Article 9 that shall not have been invalidated and to the fullest extent permitted by Law.

Section 9.10              Contract Rights. The rights granted pursuant to this Article 9 shall be deemed contract rights, and no amendment, modification or repeal of this Article 9 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal.

Section 9.11              Negligence, etc. It is expressly acknowledged that the indemnification provided in this Article 9 could involve indemnification for negligence or under theories of strict liability.

ARTICLE 10
PROFITS UNITS AND MANAGEMENT UNITS

Section 10.1              Purpose of Profits Units and Management Units. All Profits Units and Management Units, whenever granted, shall be subject to the terms and provisions of this Article 10. The granting and issuance of Profits Units and Management Units are intended to promote the interests of the Company and its Subsidiaries by encouraging Employees (as defined in Section 10.2), directors, Managers and Consultants (as defined in Section 10.2) of the Company and its Affiliates (as defined in Section 10.2) to acquire or increase their equity interests in the Company and to provide a means whereby they may develop a sense of proprietorship and personal involvement in the development and financial success of the Company and its Subsidiaries, and to encourage them to remain with and devote their best efforts to the business of the Company and its Subsidiaries thereby advancing the interests of the Company and its Members. The granting and issuance of Profits Units and Management Units are also contemplated to enhance the ability of the Company and its Affiliates to attract and retain the services of individuals who are essential for the growth and profitability of the Company and its Subsidiaries.

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Section 10.2     Definitions. As used in this Article 10, the following terms shall have the meanings set forth below:

“Affiliate” shall mean (i) any entity that, directly or indirectly, is effectively controlled by the Company or effectively controls the Company, as determined by the Committee, (ii) any “parent corporation” of the Company (as defined in Section 424(e) of the Code) and (iii) any “subsidiary corporation” of the Company or any such parent corporation (as defined in Section 424(f) of the Code) thereof.

“Award” shall mean any Profits Units or Management Units.

“Award Agreement” shall mean any written or electronic agreement, contract, or other instrument or document evidencing any Award, which may, but need not, be executed or acknowledged by a Participant.

“Committee” shall mean the Compensation Committee or any other committee appointed by the Board to administer the granting of Awards pursuant to this Article 10, or, if no committee is appointed, the Board.

“Consultant” shall mean any individual, other than an Employee, director or Manager, who renders consulting or advisory services to the Company or an Affiliate.

“Employee” shall mean any employee of an Affiliate. It shall also include any individual who has accepted an offer of employment but not yet commenced employment with an Affiliate; however, no Award granted to such person may become a Vested Unit prior to the date such person actually becomes an Employee, unless a Consultant who was granted an Award subsequently becomes an Employee.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Founders” shall mean ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, W. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ (▇▇▇▇▇) Goh and ▇▇▇▇ ▇▇▇▇▇▇ and their respective Permitted Transferees.

“Participant” shall mean any Employee, director, Manager or Consultant granted an Award pursuant to this Agreement.

“Rule 16b-3” shall mean Rule 16b-3 promulgated by the SEC under the Exchange Act, or any successor rule or regulation thereto as in effect from time to time.

Section 10.3     Administration. The granting of Awards shall be administered by the Committee. A majority of the Committee shall constitute a quorum, and the acts of the members of the Committee who are present at any meeting thereof at which a quorum is present, or acts unanimously approved by the members of the Committee in writing, shall be the acts of the Committee. The Committee, in its discretion, may delegate all or some of its authorities and duties to the Chief Executive Officer of the Company, with such restrictions on such delegation as the Committee may choose. If such a delegation is made, references to the term “Committee”

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in this Article 10 shall include the Chief Executive Officer of the Company, where applicable; provided, however, in no event shall the Chief Executive Officer be authorized to make grants to, or determinations with respect to, himself or to any other Officer of the Company or an Affiliate. Subject to the terms of this Article 10 and applicable Law, and in addition to other express powers and authorizations conferred on the Committee by this Article 10, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of Profits Units and/or Management Units to be covered by Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be canceled, forfeited or suspended and the method or methods by which Awards may be canceled, forfeited or suspended; (vi) interpret and administer this Article 10 and any Award Agreement; (vii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of this Article 10; and (viii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of this Article 10. Unless otherwise expressly provided in this Agreement, all designations, determinations, interpretations, and other decisions under or with respect to this Article 10 or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons, including the Company, any Affiliate, any Participant, beneficiary of any Award, and any Employee, director, Manager or Consultant.

Section 10.4     Units Available for Award.

(a)           Subject to adjustment as provided in Section 15.12, the number of Management Units and Profits Units, collectively, with respect to which Awards may be granted is set forth in Section 4.2(a)(ii), it being understood that the following Management Units and Profits Units have been granted as of the date hereof:

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that up to the maximum number of Profits Units issuable hereunder may be granted from time to time and at any time after the Effective Date and that certain Profits Units issuable hereunder are required to be granted after the date hereof pursuant to Section 10.4(b). Not more than 100,000 $5.00 Units issuable hereunder shall be granted to the Independent Nominees. If all or a portion of an Award (or any outstanding Profits Units or Management Units) are forfeited, terminated or canceled, then the Profits Units and/or Management Units covered by such Award (or previously outstanding), to the extent of such forfeiture, termination or cancellation, shall again be Profits Units with respect to which Awards may be granted in accordance with this Article 10. If the Committee desires to issue a new class or series of Profits Units, the Committee, with the approval of the Supermajority Holders, shall designate a Threshold Value applicable to each Threshold Unit in such class or series in accordance with Section 4.2(a)(iii) through (x) (inclusive), as applicable, to the extent necessary to cause such Units to constitute “profits interests” as provided in Section 4.2(c).

(b)           If prior to the earliest to occur of (i) a Liquidation Event, (ii) the consummation of a transaction pursuant to Section 5.7 and (iii) an IPO Conversion all of the Profits Units issuable hereunder (excluding Management Units and Profits Units that have been forfeited to or repurchased by the Company and not reissued pursuant to this Article 10) have not been issued (such shortfall being referred to as the “Ungranted Profits Units”), then immediately prior to occurrence of such event, the Company shall issue all Ungranted Profits Units (but shall not be required to issue forfeited or repurchased Management Units and Profits Units) in an allocation determined by the Board (excluding the Management Nominee) or the Committee, and in either case approved by the Supermajority Holders, and otherwise in accordance with this Article 10.

(c)           Any Units granted pursuant to an Award may consist, in whole or in part, of authorized and unissued Units, Units acquired or repurchased from any Person by the Company, or any combination of the foregoing.

Section 10.5     Eligibility. Any Employee, director, Manager or Consultant shall be eligible to be designated a Participant by the Committee and receive an Award under the Plan.

Section 10.6     Awards. Subject to the provisions of this Article 10, the Committee shall have the authority to determine the Employees, directors, Managers and/or Consultants to whom Awards shall be granted, the number of Units to be covered by each Award and such terms and conditions, including forfeiture, as the Committee shall determine in its discretion, provided they are not contrary to the provisions of this Agreement.

(b)           Awards may be granted under this Article 10 from time to time, on such terms as the Committee believes appropriate, in substitution for stock options held by individuals

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providing services to corporations or affiliates thereof who become Employees, directors, Managers or Consultants as a result of a merger or consolidation or other business combination with the Company or any Affiliate.

(c)           All Units granted pursuant to an Award and all Profits Units and Management Units outstanding as of the date hereof are subject to the limitations on transfer as provided in Article 5 and to the vesting, forfeiture and repurchase provisions as provided in Sections 11.1, 11.2 and 11.3.

(d)           Notwithstanding anything in this Article 10 to the contrary, the Committee may provide in an Award Agreement that if the Participant enters into competition against the Company or an Affiliate within a prescribed period following the grant of the Award, the Units granted pursuant to the Award shall be subject to such forfeiture provisions as may be established by the Committee, which may include, without limitation, a forfeiture of such Units or, if such Units have then been sold or otherwise transferred by the Participant, the requirement of a cash payment by the Participant to the Company of any gain or profit that may have been realized by the Participant with respect to such transferred Units.

Section 10.7     Amendment and Termination. Except to the extent prohibited by applicable Law or this Agreement and unless otherwise expressly provided in an Award Agreement, the Committee may waive any conditions or rights under, amend any terms of, or alter any Award theretofore granted, provided no adverse change, other than pursuant to applicable Law, may be made in any Award without the consent of such Participant.

Section 10.8     Mandatory Forfeiture of Founder Units. If, prior to the date upon which (i) the Remaining Commitment of each of the Investors has been reduced to $0 and (ii) the first commercial production is achieved in an Approved Plan of Development in the Republic of Ghana, the Committee, acting upon a written recommendation of the Management Group to the Board or to the Committee, determines that it is in the best interest of the Company to issue additional Management Units or Profits Units to one or more Employees, directors, Managers or Consultants (other than the Founders) in an amount in excess of the number of designated Management Units and Profits Units set forth in Section 4.2(a)(ii) hereof then available for issuance (such excess, the “Award Shortfall”), the Committee shall deliver to the Board for approval a proposal to require the forfeiture of a number of Management Units and/or Profits Units held by the Founders (each, a “Forfeited Unit”) in an amount equal to the Award Shortfall for the sole purpose of reissuing such forfeited Management Units and/or Profits Units as additional Profits Units pursuant this Article 10. For purposes of this Section 10.8, “Remaining Commitment”, “Investors” and “Approved Plan of Development shall have the meanings ascribed to such terms in the Contribution Agreement. Such proposal (a “Forfeiture Proposal”) by the Committee to the Board shall include a reasonably detailed description of (i) the purpose for such proposed Award, (ii) the amount of the Award Shortfall, (iii) the Forfeited Units proposed to be forfeited (including the Founder holding such Forfeited Units and the series and class of such Unit and Threshold Value thereof), determined in accordance with Section 10.8(b) and (iv) the Award to be issued upon receipt of the Forfeited Units (including the number and Threshold Values of any Profits Units to be issued).

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(b)           The Committee shall use its reasonable best efforts to apportion the economic effect of any Forfeiture Proposal pro rata among the Founders.

(c)           Upon receipt of and consideration of a Forfeiture Proposal, at the next succeeding meeting of the Board, the Board may:

(i)            Approve such Forfeiture Proposal with such amendments, if any, as Board shall deem appropriate (not to exceed the number of Forfeited Units and aggregate Threshold Values contained in the written recommendation of the Management Group);

(ii)           Reject such Forfeiture Proposal and direct the Committee to issue, subject to the approval of the Supermajority Holders, a new class or series of Profits Units in order to make up for the Award Shortfall; or

(iii)          Reject such Forfeiture Proposal and direct the Committee to reduce the amount of the proposed Award in such manner as it shall deem appropriate so that no Award Shortfall exists.

(d)           Notwithstanding anything to the contrary herein or in any certificate of designation with respect to the Forfeited Units, in the event that the Board approves the Forfeiture Proposal (as may be amended) pursuant to Section 10.8(c)(i) hereunder, each Forfeited Unit designated in such Forfeiture Proposal (as approved by the Board) shall be forfeited and shall become available for reissuance pursuant to and in accordance with Sections 4.2(a)(x) and (xii) hereof and shall be reissued in respect of the Award Shortfall pursuant to the Forfeiture Proposal; provided, however, that subject to the limitations set forth in Section 4.2(a)(x) and (xii) in no event shall the Board be required to reissue Forfeited Units with Threshold Values that, in the aggregate, are less than the Threshold Values, in the aggregate, of such Forfeited Units. In the event that the Forfeited Units are not reissued pursuant to the Forfeiture Proposal, the forfeiture of such Units shall be null and void and of no force or effect, and the Company shall not recognize or be bound by any such purported forfeiture and shall not effect any such purported forfeiture on Capital Accounts of the Unitholders.

Section 10.9     Miscellaneous.

(a)           No Employee, director, Manager, Consultant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Employees, directors, Managers or Consultants, or holders or beneficiaries of Awards. The terms and conditions of Awards need not be the same with respect to each recipient.

(b)           The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Affiliate or to remain a director, Manager or Consultant. Further, the Company or an Affiliate may at any time dismiss a Participant from employment or as a director, Manager or Consultant, free from any liability or any claim under this Article 10, unless otherwise expressly provided in this Agreement or in any Award Agreement.

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(c)           Neither this Article 10 nor an Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person.

(d)           No fractional Profits Units or Management Units shall be issued or delivered pursuant to this Article 10 or any Award.

ARTICLE 11
CERTAIN COVENANTS OF THE COMPANY

Section 11.1      Vesting Of Management Units and Profits Units.

(a)           The Company and the Management Unitholders hereby agree to be bound by the provisions of this Section 11.1 notwithstanding the provisions of the Limited Liability Company Agreement among Kosmos Energy, LLC, a Texas limited liability company, and the Management Unitholders and of any unit agreement relating to Management Units or Profits Units. Each Management Unitholder’s Management Units and Profits Units will become vested in accordance with the following schedule, if, as of each applicable date, the Management Unitholder is still employed by any of the Company’s Subsidiaries or serving as a Manager, unless the Compensation Committee determines to issue such Units on a different schedule that is not less favorable to the Company.

(b)           Upon the earliest of (i) the consummation of a Liquidation Event, (ii) the consummation of a transaction pursuant to Section 5.7, and (iii) the consummation of a Qualified Public Offering, all Unvested Management Units shall become Vested Units.

(c)           Upon the consummation of a Liquidation Event, all Unvested Profits Units shall become Vested Units. In connection with the consummation of a transaction pursuant to Section 5.7, the Committee (as defined in Section 10.2) shall have the right to accelerate the vesting of

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all Unvested Profits Units (including all Ungranted Profits Units granted in connection therewith) upon the consummation of such transaction.

(d)           Any and all distributions (other than pursuant to Section 7.1(c)) that would otherwise be made pursuant to this Agreement with respect to an Unvested Unit shall be held by the Company for the benefit of the holder of such Unvested Unit until such time as such Unvested Unit becomes a Vested Unit.

Section 11.2      Repurchase Option For Management Units.

(a)           Subject to the remaining provisions of this Section 11.2 and applicable Law, all Units, including Convertible Preferred Units, Common Units (including CI Units), Management Units (whether Vested Units or Unvested Units) and Profits Units (whether Vested Units or Unvested Units), held by a Management Unitholder (in each case including Units transferred to the Management Unitholder’s Permitted Transferees) (collectively, the “Available Units”) are subject to repurchase as follows:

(i)            If the Management Unitholder (other than a Management Unitholder that is a non-employee Manager of the Company) ceases to be employed by any of the Company’s Subsidiaries by reason of death or Disability, such Management Unitholder’s Unvested Units shall become Vested Units as of such termination of employment, and the Company shall have the right to repurchase all such Management Unitholder’s Vested Units and other Available Units as of such termination of employment at a purchase price equal to the then fair market value of such Units determined in the same manner as is provided in Section 5.7(c)(vi).

(ii)           If the Management Unitholder (other than a Management Unitholder that is a non-employee Manager of the Company) ceases to be employed by any of the Company’s Subsidiaries by reason of termination without Cause or resignation with Good Reason, such Management Unitholder’s Unvested Profits Units shall be forfeited, the Company shall have the right to repurchase all of such Management Unitholder’s Unvested Management Units as of such termination at a purchase price equal to the Management Unitholder’s Original Cost for such Management Units, and the Company shall have the right to repurchase all of such Management Unitholder’s Vested Units and other Available Units as of such cessation of employment at a purchase price equal to the then fair market value of such Units ddtermined in the same manner as is provided in Section 5.7(c)(vi).

(iii)          If the Management Unitholder (other than a Management Unitholder that is a non-employee Manager of the Company) ceases to be employed by any of the Company’s Subsidiaries by reason of termination with Cause or resignation without Good Reason (or for no reason), such Management Unitholder’s Unvested Profits Units shall be forfeited, the Company shall have the right to repurchase all of such Management Unitholder’s Management Units (including Vested and Unvested Management Units) and Vested Profits Units as of such termination or resignation at a purchase price equal to the Management Unitholder’s Original Cost for such Units, and

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the Company shall have the right to repurchase all of such Management Unitholder’s Convertible Preferred Units as of such termination at a purchase price equal to the lower of the Management Unitholder’s Original Cost for such Units or the then fair market value of such Units determined in the same manner as is provided in Section 5.7(c)(vi).

(iv)        In addition to the consequences set forth in Section 11.2(a)(iii) above, if the Management Unitholder (other than a Management Unitholder that is a non-employee Manager of the Company) ceases to be employed by any of the Company’s Subsidiaries by reason of termination with Cause or resignation without Good Reason (or for no reason), the Company shall have the right to repurchase all of such Management Unitholder’s other Available Units as of such termination at a purchase price equal to the lower of the Management Unitholder’s Original Cost for such Units or the then fair market value of such Units determined in the same manner as is provided in Section 5 .7(c)(vi).

(v)         If the Management Unitholder is a non-employee Manager of the Company and ceases to serve as a Manager of the Company by reason of death, removal (with or without Cause), resignation or otherwise, such Management Unitholder’s Unvested Profits Units shall be forfeited, the Company shall have the right to repurchase all of such Management Unitholder’s Unvested Management Units as of such cessation at a purchase price equal to the Management Unitholder’s Original Cost for such Units, and the Company shall have the right to repurchase all of such Management Unitholder’s Vested Units and other Available Units at a purchase price equal to the then fair market value of such Units determined in the same manner as is provided in Section 5.7(c)(vi).

(b)           On or before the 185th day after the effective date of termination of the employment of a Management Unitholder as described in the preceding subsections of this Section 11.2, the Company shall give written notice (a “Repurchase Notice”) to the holder of the Available Units of the number or amount of Available Units that have been elected to be purchased by the Company, and the Company shall set a reasonable place and time from the date thereof for the closing of the purchase and sale of the Available Units. The number of Available Units to be repurchased shall first be satisfied to the extent possible from the Available Units held by the Management Unitholder at the time of delivery of the Repurchase Notice. If the number of Available Units then held by the Management Unitholder is less than the number of Available Units that the Company has elected to purchase, the Company shall purchase the remaining Available Units elected to be purchased from the Permitted Transferees of such Management Unitholder under this Agreement pro rata, determined in each case according to the number of Available Units held by such Permitted Transferees at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest whole share).

(c)           The closing of the purchase of Available Units pursuant to this Section 11.2 shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than 60 days nor less than five days after the delivery of the Repurchase Notice. The Company will pay for Available Units to be purchased pursuant to this Section 11.2 by delivery of (i) a check or wire transfer of funds or (ii) in the event the Company is prohibited by the Company’s Certificate, this Agreement or applicable statutory or contractual provisions to

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purchase the Available Units by check or a wire transfer, a subordinated unsecured promissory note or notes payable on commercially reasonable terms if the use of such a promissory note is not prohibited, in the aggregate amount of the purchase price for such Units. Any notes issued by the Company pursuant to this Section 11.2(c) shall be subject to any restrictive covenants (including limitations or restrictions on the payment of interest) to which the Company is subject at the time of such purchase. In the event the Company is, during such period, prohibited from purchasing such Available Units, including by means of issuing a promissory note, then the Company shall have the right to assign such repurchase right to the Investor Unitholders, pro rata, in accordance with their Proportionate Percentages, or as the Investor Unitholders may otherwise agree. The purchasers of any Available Units hereunder will be entitled to require all of the signatures of each seller of such Available’ Units to be notarized and to receive representations and warranties from each such seller regarding (A) such seller’s power, authority and legal capacity to enter into such sale and to transfer valid right, title and interest in such Available Units, (B) such seller’s ownership of such Available Units and the absence of any liens, pledges, and other encumbrances on such Available Units, and (C) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to which such seller or the assets of such seller are bound as the result of such sale.

(d)           Should the Company or any of its assignees elect to exercise the repurchase rights pursuant to this Section 11.2 and any seller fails to deliver all of such Units in accordance with the terms hereof, the purchaser of such Units hereunder may, at its option, in addition to all other remedies it may have, deposit the repurchase price in an escrow account administered by the Company or an independent third party (to be held for the benefit of and payment over to such seller in accordance herewith), whereupon the Company shall by written notice to such seller (i) cancel on its books the certificates(s) representing such Units registered in the name of such seller and (ii) issue to the purchaser, in lieu thereof, new certificate(s) representing such Units registered in the purchaser’s name, and all of the seller’s right, title, and interest in and to such Units shall terminate in all respects.

(e)           In the event that Available Units are repurchased pursuant to this Section 11.2, the holders of such Available Units will take all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such repurchase(s) in a timely manner.

Section 11.3      Buyback Of Units Upon Event of Default.

(a)           Upon the occurrence of an Event of Default, as defined in the Contribution Agreement, the Company shall have the right to repurchase all Units owned by such Defaulting Investor (as such term is defined in the Contribution Agreement), or its Permitted Transferees, as the case may be for a price per Unit equal to 1% of the purchase price (if any) for such Unit. The Members and Unitholders acknowledge and agree that the foregoing right of repurchase is reasonable. Any Units available for repurchase under this Section 11.3(a) shall be referred to herein as “Eligible Units.” The Company may exercise this right upon the vote of a majority of the Board (excluding any nominee or representative of a Defaulting Investor then serving on the Board). The exercise of this right by the Company shall not affect the Company’s right to pursue

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one or more other actions or remedies permitted upon an Event of Default under the Contribution Agreement.

(b)           The Company may elect to purchase all or any portion of the Eligible Units by delivering written notice (the “Eligibility Notice”) to the holder or holders of Eligible Units. The Eligibility Notice will set forth the number of Eligible Units to be acquired from each holder, the aggregate consideration to be paid for such Eligible Units and the time and place for the closing of the transaction.

(c)           If, for any reason, the Company shall be prohibited from purchasing or shall otherwise decline to purchase all of the Eligible Units pursuant to this Section 11.3, the Company may permit all Investor Unitholders (other than the Investor Unitholder whose Units have become Eligible Units) to purchase such unpurchased Eligible Units in accordance with their Proportionate Percentage (calculated solely with respect to such Investor Unitholders). As soon as practicable after the Company has determined that it will not purchase all of the Eligible Units, but in any event within 10 days after the delivery of the Eligibility Notice, the Company shall give written notice (the “Further Eligibility Notice”) to such other Investor Unitholders setting forth the number of remaining Eligible Units and the aggregate purchase price for such Eligible Units. Such other Investor Unitholders may elect to purchase any or all of the remaining Eligible Units by delivering written notice (the “Eligibility Election Notice”) to the Company within 30 days after receipt of the Further Eligibility Notice from the Company. As soon as practicable, and in any event within 15 days after receipt of the Eligibility Election Notice, the Company shall notify the Defaulting Unitholder as to the number of Eligible Units being purchased from such holder by such other Investor Unitholders (the “Supplemental Eligibility Notice”).

(d)           The closing of the purchase of Eligible Units pursuant to this Section 11.3 shall take place on the date designated by the Company in the Eligibility Notice or Supplemental Eligibility Notice, which date shall not be more than 60 days nor less than five days after the delivery of the later of the Eligibility Notice or Supplemental Eligibility Notice. The Company and/or the electing Investor Unitholders will pay for Eligible Units to be purchased pursuant to this Section 11.3 by delivery of, in the case of the Investor Unitholders, a check or wire transfer of funds and, in the case of the Company, a check or wire transfer of funds in the aggregate amount of the purchase price for such Eligible Units. The purchasers of any Eligible Units hereunder will be entitled to require all of the signatures of each seller of such Eligible Units to be notarized and to receive representations and warranties from each such seller regarding (A) such seller’s power, authority and legal capacity to enter into such sale and to transfer valid right, title and interest in such Eligible Units, (B) such seller’s ownership of such Eligible Units and the absence of any liens, pledges and other encumbrances on such Eligible Units, and (C) the absence of any violation, default or acceleration of any agreement or instrument pursuant to which such seller or the assets of such seller are bound as the result of such sale.

(e)           The right of the Company and the Investor Unitholders to repurchase Eligible Units pursuant to this Section 11.3 shall terminate upon the 91st calendar day following the date on which such Eligible Units first became subject to repurchase pursuant to this Section 11.3.

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(f)            In the event that Eligible Units are repurchased from an Investor Unitholder pursuant to this Section 11.3, such Investor Unitholder will use all reasonable efforts to take all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and to take all other actions necessary and desirable to facilitate consummation of such repurchase(s) in a timely manner.

Section 11.4      Financial Reports and Access to Information.

(a)           The Company shall furnish the following to each Investor Unitholder so long as such Investor Unitholder holds at least five percent (5%) of the Company’s outstanding Common Units (calculated as if all Convertible Preferred Units have been converted into Common Units at the applicable Conversion Ratio for such Convertible Preferred Units and including any Vested Management Units):

(i)           Within 20 days after the end of each month, an unaudited balance sheet as of the end of such month and an unaudited related income statement and statement of cash flows for such month prepared in accordance with GAAP (with the exception of normal year end adjustments and absence of footnotes), together with a comparison of such statements to the annual budget of the Company for such periods;

(ii)          Within 35 days after the end of each fiscal quarter, an unaudited balance sheet as of the end of such quarter and an unaudited related income statement, and statement of cash flows for such quarter including any footnotes thereto (if any) prepared in accordance with GAAP (with the exception of normal year end adjustments), consistently applied, together with a comparison of such statements to the annual budget of the Company for such periods;

(iii)         Within 60 days after the end of each fiscal year (or such longer period of time not in excess of 180 days after the end of the fiscal year as is agreed to by the Requisite Holders), an audited balance sheet as of the end of such fiscal year and the related income statement, statement of stockholders equity and statement of cash flows for such fiscal year prepared in accordance with GAAP, consistently applied and a signed audit letter from the Company’s auditors who shall be selected from among the “Big 4” internationally recognized accounting firms;

(iv)        Within 60 days after the end of each fiscal year, a reserve report prepared by a reservoir engineer acceptable to the Board;

(v)         Within 30 days before the beginning of each fiscal year, a consolidated annual budget approved by the Board, together with a consolidated annual capital expenditure forecast, including estimated Capital Calls, for the upcoming fiscal year, which budget shall be subject to the approval of the holders of Convertible Preferred Units in accordance with Section 8.4 hereof;

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(vi)        Promptly after the occurrence of any material event, notice of such event together with a summary describing the nature of the event and its impact on the Company; and

(vii)       Within 35 days after the end of each fiscal quarter, such information relating to payments to third parties, consultants and representatives as Investor Unitholders may from time to time specify in writing to the Company to assist the Investor Unitholders in evaluating compliance by the Company and its Subsidiaries with the Business Conduct Code (defined below).

(b)           The Company shall furnish to each Investor Unitholder so long as such Investor Unitholder holds at least ten percent (10%) of the Company’s outstanding Common Units (calculated as if all Convertible Preferred Units have been converted into Common Units at the applicable Conversion Ratio for such Common Units and including any Vested Management Units):

(i)           Within 20 days after the end of each month, an operating progress report and a report estimating oil and gas production for such month, which reports are used by the Company for internal control purposes;

(ii)          Such engineering, seismic or other data as may have been obtained or developed by or on behalf of the Company and its Subsidiaries as such Investor Unitholder deems relevant to a proposed Project, an Approved Project or a Capital Call related to an Approved Project, subject to any restrictions contained in any confidentiality agreement with respect to such data to which the Company or any of its Subsidiaries is a party; and

(iii)         Such other information and access to senior managers as such Unitholders or their advisors may reasonably request, including access to all vendors and consultants of the Company’s Subsidiaries.

(c)           So long as each Investor Unitholder holds at least ten percent (10%) of the Company’s outstanding Common Units (calculated as if all Convertible Preferred Units have been converted into Common Units at the applicable Conversion Ratio for such Convertible Preferred Units and including any Vested Management Units):

(i)           the Company shall use its reasonable best efforts to cause the Board to hold meetings no less frequently than quarterly, and at such meetings the Company shall report to the Board on, among other things, its business activities, prospects, and financial position; and

(ii)          the Company shall permit each Investor Unitholder entitled to receive information pursuant to Section 11.4(a) or their respective representatives, at the sole risk of such Persons, to visit and inspect any of the properties of the Company and its Subsidiaries, including its books of account and other records (and make copies of and take extracts from such books and records), and to discuss all aspects of its business,

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affairs, finances and accounts with the Company’s and its Subsidiaries’ officers and its independent public accountants, all at such reasonable times during the Company’s and such Subsidiaries’ usual business hours and as often as any such person may reasonably request, and to consult with and advise management of the Company and its Subsidiaries, upon reasonable notice at reasonable times from time to time, on all matters relating to the operation of the Company and its Subsidiaries, and to discuss with vendors and consultants to the Company and its Subsidiaries, upon reasonable notice at reasonable times from time to time, all matters relating to the operation of the Company and its Subsidiaries.

(d)            The Company shall adopt, not later than 10 Business Days after the Effective Date, and thereafter maintain a written policy setting forth the procedure for conducting business internationally (the “Business Conduct Code”), which Business Conduct Code shall be in compliance with the provisions of the FCPA and shall be binding upon the Company, its Subsidiaries and their respective employees and consultants.

(e)            On a quarterly basis and otherwise upon reasonable request from time to time by any Investor Unitholder entitled to receive information pursuant to this Section 11.4, the Company shall represent to such Investor Unitholder that its Officers and employees are acting in compliance with all Laws (including all Corruption Laws) and that its Officers have not conducted any trade or business activities on behalf of, through or within the Company that would cause the Company to realize or recognize UBTI, ECI or UBT.

Section 11.5        Books and Records. The Company will keep, and will cause each of its Subsidiaries to keep, proper books of record and accounts (i) in which full, true and correct entries in conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities and (ii) that will permit the Company to prepare accurately its income tax returns.

Section 11.6        Business Opportunities.

(a)          The Company hereby renounces any interest or expectancy in any business opportunity, transaction or other matter in which any member of the Series A/B/C Group (as defined below) participates or desires or seeks to participate in and that involves any aspect of the oil and natural gas business or industry (each, a “Business Opportunity”) other than a Business Opportunity that (i) is presented to a Series A/B/C Nominee (as defined below) solely in such individual’s capacity as a Manager and with respect to which no other member of the Series A/B/C Group (other than a Series A/B/C Nominee) independently receives notice or otherwise identifies such Business Opportunity or (ii) is identified by the Series A/B/C Group solely through the disclosure of information by or on behalf of the Company (each Business Opportunity other than those referred to in clauses (i) or (ii) are referred to as a “Renounced Business Opportunity”). No member of the Series A/B/C Group, including any Series A/B/C Nominee, shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company, and any member of the Series A/B/C Group may pursue a Renounced Business Opportunity.

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(b)          Any Person purchasing or otherwise acquiring any Membership Interest and Units of the Company shall be deemed to have consented to these provisions. No member of the Series A/B/C Group shall have any obligation to communicate or offer to the Company any Renounced Business Opportunity and may pursue for itself or direct, sell, assign or transfer to a Person other than the Company any Renounced Business Opportunity.

(c)          As used in this Section 11.6, the following definitions shall apply:

(i)            “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended.

(ii)           “Series A/B/C Group” means Warburg, Blackstone, any of their respective Affiliates (other than the Company and its Subsidiaries), any Series A/B/C Nominee, and any portfolio company in which Warburg, Blackstone or any of their respective Affiliates has an equity investment (other than the Company and its Subsidiaries).

(iii)          “Series A/B/C Nominee” means any officer, director, partner, employee or other agent of Warburg, Blackstone or any Affiliate of Warburg or Blackstone (other than the Company and its Subsidiaries) who serves as a Manager.

(d)          Subject to Section 15.5, any proposed amendment to this Section 11.6 shall require the approval of the Supermajority Holders; provided, however, that if no Convertible Preferred Units are outstanding and the Series A/B/C Group owns less than 5% of the then outstanding Common Units, any such proposed amendment shall require the approval of the holders of a majority of the outstanding Common Units (other than Profits Units and Unvested Management Units).

The Company shall keep in effect the provisions set forth in this Section 11.6 and any successor Person of the Company at all times while any Investor Unitholder holds Units or other equity securities of any such successor Person. Each Member and Unitholder agrees to take all actions necessary or desirable to effect the foregoing sentence.

Section 11.7 Additional Covenants.

(a)          Each Unitholder acknowledges and agrees that, upon any Liquidation Event, the receipt of proceeds by holders of Units shall be in accordance with Article 7.

(b)          Each Management Unitholder agrees that, with respect to any of its Profits Units, C1 Units or Unvested Management Units that are entitled to vote on any matter and subject to Section 15.5, such Management Unitholder will vote each such class of Units on any matter submitted to a vote of the Members or holders of Units in the same proportion as the holders (other than Management Unitholders) of the Convertible Preferred Units vote on such matter.

(c)          Each Member and Unitholder entitled to vote on matters submitted to a vote of the Members or Unitholders, as the case may be, agrees to vote the Units owned by such

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Member or Unitholder upon all matters arising under this Agreement submitted to a vote of the Members or Unitholders, as the case may be, in a manner that will implement the terms of this Agreement and to ensure that the Certificate does not from time to time conflict with this Agreement. If holders of or Members owning Common Units or other class or series of Units are ever entitled by Law or otherwise to vote on any matter as a separate class, in contrast to voting with the Convertible Preferred Units as a single combined class, then each Member agrees to vote such Member’s Units in such a manner so that the outcome of the vote of the holders of such Units voting as a single class is the same as the outcome of the vote of the holders (other than Management Unitholders) of such Units and Convertible Preferred Units voting on such matter as a single combined class; provided, however, that nothing in this Section 11.7(c) is intended to increase the rights of the Supermajority Holders to amend, modify, supplement, or restate or waive (but not terminate) this Agreement pursuant to Section 15.5.

(d)          Whenever any action or matter is expressly permitted or required to be taken, consented to or approved pursuant to this Agreement by specified Members (or classes of Members) or specified holders of Units (or classes or series of Units) (including the Requisite Holders, the Supermajority Holders, the Super-Requisite Holders, Warburg and Blackstone) (such specified Members or holders of Units, the “Determining Members”), or by the Board with the consent or approval of the applicable Determining Members, and such action or matter is also a Cayman Matter, each Member hereby agrees to vote such Member’s Units (or classes or series of Units) or in such Member’s capacity as a Member (including any classes of Members) (or consent in writing in such Member’s capacity as a holder of Units (or classes or series of Units) or as a Member (including any classes of Members)) on any such Cayman Matter submitted to the Members (or classes of Members) or holders of Units (or classes or series of Units) under this Agreement in the same manner as the applicable Determining Members vote their Units or vote in their capacity as Members (or consent to in writing in their capacity as holders of Units or Members) with respect to such Cayman Matter. In furtherance of the foregoing, each Member hereby appoints each Warburg Nominee and each Blackstone Nominee named in Schedule II hereto as such Member’s true and lawful attorney-in-fact, proxy and agent, with full power of substitution and resubstitution, for such Member and in such Member’s name, place and stead in any and all capacities, to vote such Member’s Units (or classes or series of Units) or in such Member’s capacity as a Member (including any classes of Members) in the same manner as the Determining Holders with respect to such Cayman Matter, with all powers such Member would possess if present at any meeting of Members (including any classes of Members) (or any adjournment or postponement thereof) at which such Cayman Matter is submitted for approval, and to execute on such Member’s behalf any written consent of Members (including any classes of Members) or holders of Units (or classes or series of Units), including any unanimous written consent, approving or, consenting to any such Cayman Matter approved or consented to by the Determining Members, and further grants to such Nominees, and each of them, full power and authority to do and perform each and every act and thing necessary to be done, as fully to all intents and purposes as such Member might or could do in Person, hereby ratifying and confirming all that such Nominees, and any of them or their substitutes, may lawfully do or cause to be done by virtue hereof. If at any time any Warburg Nominee or Blackstone Nominee named in Schedule II (or the register of Managers of the Company) ceases to be a Manager and is replaced by another Warburg Nominee or Blackstone

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Nominee, as the case may be, then the Warburg Nominee or Blackstone Nominee that ceases to serve shall appoint his replacement Nominee as his substitute proxy, attorney-in-fact and agent by executing the form attached hereto as Exhibit H (which shall also be executed by such replacement Nominee), and this obligation of substitution shall apply to such replacement Nominee and each successor of such replacement Nominee. The proxy granted by such Member hereby shall be irrevocable and shall remain valid and effective for so long as such Member is a Member or holds Units. Such proxy shall constitute a proxy of such Member for purposes of Section 8.3(h) and shall be deemed filed with the Secretary and the Board for purposes of Section 8.3(h). Notwithstanding the foregoing, nothing in this Section 11.7(d) is intended to increase or decrease the rights of the Determining Members to take any action or consent to or approve any action or matter pursuant to this Agreement, including the rights of the parties pursuant to Section 15.5.

(e)          The Members and the Company hereby acknowledge and agree that the voting, consent and other rights of a Member set forth herein and in the Certificate arise by virtue of the Units held by such Member and attach to,such Member’s Units as property rights rather than personal rights.

Section 11.8        Registration Rights. The Company shall cause the IPO Corporation to grant registration rights described in the Registration Rights Agreement attached hereto as Exhibit I (the “Registration Rights Agreement”) with respect to securities of the IPO Corporation into which the securities of the Company converted or transferred by way of continuation (or otherwise) in the IPO Conversion as described in Section 5.9.

ARTICLE 12
TAXES

Section 12.1         Tax Returns. The Company shall prepare and timely file all U.S. federal, state and local and foreign tax returns required to be filed by the Company; provided, however, that Blackstone and Warburg shall be entitled to review and comment on such tax returns, and the Company shall consider all such comments and consult with Blackstone and Warburg in good faith to attempt to resolve any differences. Unless otherwise agreed by at least four of the Managers, any income tax return of the Company shall be prepared by an independent public accounting firm of recognized national standing selected by the Board from among the four largest accounting firms in the United States. Each Member shall furnish to the Company all pertinent information in its possession relating to the Company’s operations that is necessary to enable the Company’s tax returns to be timely prepared and filed. The Company shall deliver to each Member as soon as practicable after the end of the applicable fiscal year, a Schedule K-1 together with such additional information as may be required by the Members in order to file their individual returns reflecting the Company’s operations. The Company shall bear the costs of the preparation and filing of its tax returns.

Section 12.2           Tax Partnership. It is the intention of the Members that the Company be classified as a partnership for U.S. federal income tax purposes. The Members hereby acknowledge that the Company elected to be classified as a partnership for U.S. federal income tax purposes effective as of the date of its formation pursuant to Treasury Regulation Section

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301.7701-3 and to file Internal Revenue Service Form 8832 as of the date of its formation to make such election.

Section 12.3         Tax Elections. The Company has made the following elections on the appropriate forms or tax returns:

(a)           to adopt the calendar year as the Company’s fiscal year;

(b)           to adopt the accrual method of accounting and to keep the Company’s books and records on the U.S. federal income tax method;

(c)           if there is a distribution of Company property as described in Code Section 734 or a transfer of Membership Interests as described in Code Section 743, upon request by notice from any Member, to elect, pursuant to Code Section 754, to adjust the basis of Company property;

(d)           to elect to amortize the organizational expenses of the Company ratably over a period of 60 months as permitted by Code Section 709(b);

(e)           any election which would ensure that the Company will be treated as a partnership for U.S. federal income tax purposes; and

(f)            any other election the Board may deem appropriate and in the best interests of the Members.

The Company shall remain a partnership for U.S. federal income tax purposes from its inception and for all times thereafter. Neither the Company nor any Member may make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state law and no provision of this Agreement (including Section 2.7) shall be construed to sanction or approve such an election.

Section 12.4         Tax Matters Member.

(a)          The tax matters partner of the Company pursuant to Code Section 6231(a)(7) shall be a Member designated from time to time by the Board subject to replacement by the Board. (Any Member who is designated as the tax matters partner is referred to herein as the “Tax Matters Member”). The Tax Matters Member shall take such action as may be necessary to cause to the extent possible each other Member to become a notice partner within the meaning of Code Section 6231(a)(8). The Tax Matters Member shall inform each other Member of all significant matters that may come to its attention in its capacity as Tax Matters Member by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity.

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(b)          The Tax Matters Member shall take no action without the authorization of the Supermajority Holders, other than such action as may be required by Law. Any cost or expense incurred by the Tax Matters Member in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company.

(c)          The Tax Matters Member shall not enter into any extension of the period of limitations for making assessments on behalf of the Members without first obtaining the consent of the Board. The Tax Matters Member shall not bind any Member to a settlement agreement without obtaining the consent of such Member. Any Member that enters into a settlement agreement with respect to any partnership item (within the meaning of Code Section 6231(a)(3)) shall notify the other Members of such settlement agreement and its terms within 90 days from the date of the settlement.

(d)          No Member shall file a request pursuant to Code Section 6227 for an administrative adjustment of partnership items for any taxable year without first notifying the other Members. If the Board consents to the requested adjustment, the Tax Matters Member shall file the request for the administrative adjustment on behalf of the Members. If such consent is not obtained within 30 days from such notice, or within the period required to timely file the request for administrative adjustment, it shorter, any Member, including the Tax Matters Member, may file a request for administrative adjustment on its own behalf. Any. Member intending to file a petition under Code Sections 6226, 6228 or other Code Section with respect to any item involving the Company shall notify the other Members of such intention and the nature of the contemplated proceeding. In the case where the Tax Matters Member is the Member intending to file such petition on behalf of the Company, such notice shall be given within a reasonable period of time to allow the other Members to participate in the choosing of the forum in which such petition will be filed.

(e)          If any Member intends to file a notice of inconsistent treatment under Code Section 6222(b), such Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Section 12.5        Section 83(b) Election. Each Management Unitholder that acquires Management Units or Profits Units shall file timely an election under Code Section 83(b) or, if such Management Unitholder is not a “United States person” within the meaning of Code Section 7701(a)(30), under any analogous filing under other applicable Law. Each such Management Unitholder acknowledges that it is the sole responsibility of such Unitholder, and not the Company, to file the election under Code Section 83(b) or other applicable Law even if such Unitholder requests the Company or its Representatives to assist in making such filing.

Section 12.6        Safe Harbor Election. By executing this Agreement, each Member authorizes and directs the Company to elect to have the safe harbor described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, including any similar safe harbor in any final Revenue Procedure, Revenue Ruling or final or temporary Treasury Regulation, apply to any Membership Interest in the Company transferred to a service provider by the Company on or after the effective date thereof in connection with services provided to the

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Company. For purposes of making such safe harbor election, the Tax Matters Member is hereby designated as the Member who has responsibility for Federal income tax reporting by the Company and, accordingly, execution of such safe harbor election by the Tax Matters Member constitutes execution of a safe harbor election in accordance with Notice 2005-43 or any similar provision of any final pronouncement. The Company and each Member (including any person to whom Units are transferred in connection with the performance of services) hereby agree to comply with all requirements of any such safe harbor, including any requirement that a Member prepare and file all Federal income tax returns reporting the income tax effects of each Membership Interest issued by the Company in connection with services in a manner consistent with the requirements of Notice 2005-43 or other final pronouncement. A Member’s obligations to comply with the requirements of this Section shall survive such Member’s ceasing to be a member of the Company and the termination, dissolution, liquidation and winding up of the Company. This Section 12.6 shall become effective upon the effective date of final or temporary regulations or other final guidance from the Internal Revenue Service with respect to such safe harbor.

Section 12.7        Information Rights. The Company agrees to provide to the Investor Unitholders such information as the Investor Unitholders reasonably request from time to time in order to (i) permit the Investor Unitholders to comply with any applicable information reporting obligations resulting from the Investor Unitholders’ investment in the Company and (ii) determine whether any majority-owned Subsidiary of the Company (based on vote or value) is or has been, or the consequences to the applicable Investor Unitholders if any Subsidiary of the Company becomes, a “passive foreign investment company,” a “controlled foreign corporation,” a “foreign personal holding company” or a corporation whose income is required to be taken into account by the Investor Unitholders, and, at the request of the Investor Unitholders, cooperate with the Investor Unitholders in making, or permitting the applicable Investor Unitholders to make, any election permitted under the Code that does not have a material adverse tax effect to the other Unitholders. The Company shall also use reasonable commercial efforts to provide such information as the Investor Unitholders reasonably request for the foregoing purposes with respect to minority-owned Subsidiaries of the Company.

ARTICLE 13
BOOKS AND BANK ACCOUNTS

Section 13.1        Maintenance of Books. The Company shall keep or cause to be kept at its Registered Office in the Cayman Islands complete and accurate books and records of the Company, supporting documentation of the transactions with respect to the conduct of the Company’s business and minutes of the proceedings of the Board, any committee thereof and any of the Members. The Company’s financial books and records shall be maintained on a full cost accounting basis unless otherwise agreed by the entire Board. The records shall include, but not be limited to, complete and accurate information regarding the state of the business and financial condition of the Company; a copy of the Certificate and this Agreement and all amendments thereto; the Register of Members setting forth the current list of the names and last known business, residence, or mailing addresses of all Members; and the Company’s federal, state, and local tax returns for the Company’s six most recent tax years.

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Section 13.2        Accounts. The Members shall establish one or more separate bank and investment accounts and arrangements for` the Company, which shall be maintained in the Company’s name with financial institutions and firms that the Board may determine. The Company may not commingle the Company’s funds with the funds of any Member.

ARTICLE 14
DISSOLUTION, WINDING-UP AND TERMINATION

Section 14.1        Dissolution Events.

(a)          The Company shall be liquidated and its affairs shall be wound up on the first to occur of the following events (each a “Dissolution Event”) and no other event shall cause the Company’s dissolution:

(i)            the consent of the Supermajority Holders;

(ii)           at any time when there are no Members; and

(iii)          entry of a decree of judicial dissolution of the Company under Sections 94-105 of the Act.

(b)          Except as otherwise provided in this Section 14.1, to the maximum extent permitted by the Act, the death, retirement, Resignation, Expulsion, Bankruptcy or dissolution of a Member or the commencement or consummation of Separation Proceedings shall not constitute a Dissolution Event and, notwithstanding the occurrence of any such event or circumstance, the business of the Company shall be continued without dissolution.

Section 14.2        Winding-Up and Termination. On the occurrence of a Dissolution Event, the Supermajority Holders (or in their failure to act, the Board) shall select one or more Persons to act as liquidator or may itself act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company expense, including reasonable compensation to the liquidator if approved by the Supermajority Holders (or in their failure to act to appoint a liquidator, the Board). Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Board. Subject to the terms in the Act, the steps to be accomplished by the liquidator are as follows:

(a)          as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations;

(b)          the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any advances described in Section 6.4) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and

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(c)          all remaining assets of the Company shall be distributed to Unitholders as follows; provided, however, that the liquidator shall use reasonable best efforts to distribute cash to Unitholders:

(i)            the liquidator may sell any or all Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of Unitholders in accordance with the provisions of Article 7;

(ii)           with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of Unitholders shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among Unitholders if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and

(iii)          Company property shall be distributed among the Unitholders in accordance with Section 7.1(a), and those distributions shall be made by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).

All distributions in kind to Unitholders shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 14.2. The distribution of cash and/or property to a Unitholder in accordance with the provisions of this Section 14.2 constitutes a complete return to the Unitholder of its Capital Contributions and a complete distribution to the Unitholder of its Membership Interests and Units and all the Company’s property and constitutes a compromise to which all Members have consented. To the extent that a Unitholder returns funds to the Company, it has no claim against any other Unitholder for those funds.

Section 14.3         Deficit Capital Accounts. No Unitholder shall be required to pay to the Company, to any other Unitholder or to any third party any deficit balance which may exist from time to time in the Unitholder’s Capital Account.

Section 14.4         Dissolution. On completion of the distribution of Company assets as provided herein, the Board or the liquidators (or such other Person or Persons as the Act may require or permit) shall file such documents and take such other actions as may be necessary to terminate the existence of the Company. Upon satisfaction of all applicable matters required under the Act, the existence of the Company shall cease, except as may be otherwise provided by the Act or other applicable Law.

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ARTICLE 15

GENERAL PROVISIONS

Section 15.1         Offset. Whenever the Company is to pay any sum to any Unitholder, any amounts that such Unitholder, in its capacity as a Unitholder, owes the Company may be deducted from that sum before payment.

Section 15.2         Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests or consents provided for or required to be given hereunder shall be in writing and shall be deemed to be duly given if personally delivered, telecopied and confirmed, or mailed by certified mail, return receipt requested, or nationally recognized overnight delivery service with proof of receipt maintained, at the following addresses (or any other address that any such party may designate by written notice to the other parties):

(i)            if to the Company, at the address of its principal executive offices; and

(ii)           if to a Member, to the address given for the Member on the Company’s books and records; and

(iii)          if to an additional Member or a holder of Membership Interests or Units that has not been admitted as a Member, to the address given for such Member or holder in an Addendum Agreement.

Any such notice shall, if delivered personally, be deemed received upon delivery; shall, if delivered by telecopy, be deemed received on the first business day following confirmation; shall, if delivered by nationally recognized overnight delivery service, be deemed received the first business day after being sent; and shall, if delivered by mail, be deemed received upon the earlier of actual receipt thereof or five business days after the date of deposit in the United States mail.

Whenever any notice is required to be given by Law, the Certificate or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 15.3         Entire Agreement; Supersedure. This Agreement, the Certificate and the other Transaction Documents constitute the entire agreement of the Members and their Affiliates relating to the Company and supersede all prior contracts or agreements with respect to the Company, whether oral or written.

Section 15.4         Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure

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continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

Section 15.5         Amendment or Restatement. Except as otherwise expressly provided in Section 8.4(c)(ii), neither this Agreement (including any Exhibit or Annex hereto) nor the Certificate may be amended, modified, supplemented Or restated, nor may any provisions of this Agreement or the Certificate be waived, without a Written instrument adopted, executed and agreed to by the Company and the Supermajority Holders; provided, however, that (i) subject to clause (iv) below, any such amendment, modification, supplement, restatement or waiver that would adversely affect the rights of any Member or Unitholder hereunder, in its capacity as a Member or Unitholder, as the case may be, without similarly affecting the rights hereunder of all Members or Unitholders of the same class or series, in their capacities as Members or Unitholders, as the case may be, that would affect a Member’s or Unitholder’s right to exercise its preemptive rights pursuant to Section 4.5 hereof or that would impose any material obligation on any Member or Unitholder shall not be effective as to such Member or Unitholder without such Member’s or Unitholder’s prior written consent and any such amendment, modification, supplement, restatement or waiver that would adversely affect the rights of Blackstone shall not be effective as to Blackstone without Blackstone’s prior written consent, (ii) subject to clause (iv) below, provisions of this Agreement setting forth any rights, preferences, restrictions and limitations applicable to Management Units or Profits Units may be amended, modified, supplemented, restated or waived only with the prior written consent of Management Unitholders holding at least a majority of the then outstanding Management Units or a majority of the then outstanding Profits Units, as the case may be, held by all of the Management Unitholders, (iii) subject to clause (iv) below, an amendment or restatement to Article 7 of this Agreement that adversely affects distributions or allocations made to such Member under such Article 7 is effective only with that Member’s written consent; provided, however, that any amendment, modification, supplement, restatement, or waiver of this Agreement or the Certificate that similarly affects all holders of Common Units in their capacities as holders of Common Units may be made with the written consent of the holders of a majority of the then outstanding Common Units (other than Profits Units and Unvested Management Units), (iv) the Requisite Holders may amend, modify, supplement or restate this Agreement and the Certificate to the extent (A) necessary to authorize and issue new classes or series of Units, Capital Stock equity or equity-linked securities, the issuance of which has been approved in accordance with Sections 4.6, 8.4(b) or 8.4(e), (B) permitted by Section 11.6(d), or (C) necessary to change the Company’s registered office or agent pursuant to Section 2.3, (v) to the extent that Cayman Islands Law would give any class or series of Units a separate class or series vote with respect to an amendment or modification of the rights of such class or series for which this Agreement would not otherwise provide for such separate class or series vote, then such rights may be varied with the consent in writing of all of the Members of that class or series or with the consent of a Member resolution passed by not less than a majority of such Members of that class or series as may be present in person or by proxy at a separate general meeting of the Members of that class or series; provided, however, that such Members of such class or series shall be subject to the obligations of Section 11.7 hereunder, and (vi) this Agreement shall be deemed to be automatically amended from time to time to the extent provided in an Addendum Agreement executed and delivered by the parties thereto to reflect issuances and transfers of Membership

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Interests and Units made in compliance with this Agreement without requiring the consent of any party. Except as required by Law, no amendment, modification, supplement, discharge or waiver of or under this Agreement shall require the consent of any person not a party to this Agreement.

Section 15.6           Termination.   The provisions of Section 4.5, Article 5 (other than Section 5.1(a)) and Sections 8.2(b)(i), 8.2(b)(iv), 84, 11.4, 11.7(b) and 11.7(c) shall terminate upon the consummation of a Qualified Public Offering, and this Agreement shall terminate in its entirety upon the earlier to occur of (i) the consummation of an Approved Sale pursuant to Section 5.7 and (ii) the consummation of a Liquidation Event.

Section 15.7           Binding Effect.   Subject to the restrictions on Dispositions set forth in this Agreement, this Agreement shall be binding upon and shall inure to the benefit of the Company and each Member and their respective heirs, permitted successors, permitted assigns, permitted distributees and legal representatives; and by their signatures hereto, the Company and each Member intends to and does hereby become bound. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any Person other than the parties hereto and their respective permitted successors and assigns any legal or equitable right, remedy or claim under, in or in respect of this Agreement or any provision herein contained. The rights under this Agreement may be assigned to the extent provided in Section 4.4 by a Member to a transferee of all or a portion of such Member’s Membership Interests and Units transferred in accordance with this Agreement (and shall be assigned to the extent this Agreement requires such assignment), but only to the extent of such Membership Interests and Units so transferred; it being understood that the assignment of any rights under this Agreement shall not constitute admission to the Company as a Member unless and until such transferee is duly admitted as a Member in accordance with this Agreement.

Section 15.8           Governing Law; Severability; Limitation of Liability.

(a)           THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE.

(b)           The parties hereto hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in New York, and appropriate appellate courts therefrom, over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby, and each party hereby irrevocably agrees that all claims in respect of such dispute or proceeding may be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. This consent to jurisdiction is being given solely for purposes of this Agreement and is not intended to, and shall not, confer consent to jurisdiction with respect to any other dispute in which a party

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to this Agreement may become involved. Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action, or proceeding of the nature specified in this subsection (b) by the mailing of a copy thereof in the manner specified by the provisions of Section 15.2. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(c)         In the event of a direct conflict between the provisions of this Agreement and (i) any provision of the Certificate, or (ii) any mandatory, non-waivable provision of the Act, such provision of the Certificate or the Act shall control. If any provision of the Act provides that it may be varied or superseded in the agreement of a limited liability company (or otherwise by agreement of the members or managers of a limited liability company), such provision shall be deemed superseded and waived in its entirety if this Agreement contains a provision addressing the same issue or subject matter.

(d)         If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

(e)          Neither the Company nor any Member or Unitholder shall be liable to any of the other such Persons for punitive, special, exemplary or consequential Damages, including Damages for loss of profits, loss of use or revenue or losses by reason of cost of capital, arising out of or relating to this Agreement or the transactions contemplated hereby, regardless of whether based on contract, tort (INCLUDING NEGLIGENCE), strict liability, violation of any applicable deceptive trade practices act or similar Law or any other legal or equitable principle, and the Company, each Member and each Unitholder release each of the other such Persons from liability for any such Damages.

Section 15.9         Further Assurances. In connection with this Agreement and the transactions contemplated hereby, the Company and each Member shall execute and deliver all such future instruments and take such other and further action as may be reasonably necessary or appropriate to carry out the provisions of this Agreement and the intention of the parties as expressed herein, including if necessary any action required to authorize and direct the Officers and Managers to amend the Certificate so that this Agreement is enforceable under the laws of the state in which the Company is organized.

Section 15.10       Indemnification. To the fullest extent permitted by Law, each Member shall indemnify the Company and each other Member and hold them harmless from and against all losses, costs, liabilities, damages, and expenses (including costs of suit and reasonable attorney’s fees) they may incur on account of any breach by that Member of this Agreement.

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Section 15.11       Counterparts. This Agreement may be executed in any number of counterparts (including facsimile counterparts), all of which together shall constitute a single instrument. It shall not be necessary that any counterpart be signed by each of the Members so long as each counterpart shall be signed by one or more of the Members and so long as the other Members shall sign at least one counterpart which shall be delivered to the Company.

Section 15.12       Adjustments for Unit Splits. Wherever in this Agreement there is a reference to a specific number of Units of any class or series of Membership Interests, or a price per Unit, or consideration received in respect of such Unit, then, upon the occurrence of any subdivision, combination or distribution of such class or series of Membership Interests, the specific number of Units or the price so referenced in this Agreement shall automatically be proportionally adjusted to reflect the effect on the outstanding Units of such class or series of Membership Interests by such subdivision, combination or distribution.

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Acknowledged and agreed to by the Company as of the date first set forth above.

IN WITNESS WHEREOF, the Members have executed this Agreement as of the date first set forth above.

MEMBER:

WARBURG PINCUS INTERNATIONAL PARTNERS, L.P.

By: Warburg Pincus Partners LLC, its General Partner

By: Warburg Pincus & Co., its Managing Member

WARBURG PINCUS NETHERLANDS INTERNATIONAL
PARTNERS I, C.V.

By: Warburg Pincus Partners LLC, its General Partner

By: Warburg Pincus & Co., its Managing Member

WP-WPIP INVESTORS, L.P.

By: Warburg Pincus Partners LLC, its General Partner

By: Warburg Pincus & Co., its Managing Member

WARBURG PINCUS PRIVATE EQUITY VIII, L.P.

By: Warburg Pincus Partners LLC, its General Partner

By: Warburg Pincus & Co., its Managing Member

IN WITNESS WHEREOF, the Members have executed this Agreement as of the date first set forth above.

MEMBER:

WARBURG PINCUS NETHERLANDS PRIVATE
EQUITY VIII I, C.V.

By: Warburg Pincus Partners LLC, its General Partner

By: Warburg Pincus & Co., its Managing Member

WP-WP VIII INVESTORS, L.P.

By: Warburg Pincus Partners LLC, its General Partner

By: Warburg Pincus & Co., its Managing Member

IN WITNESS WHEREOF, the Members have executed this Agreement as of the date first set forth above.

MEMBER:

BLACKSTONE CAPITAL PARTNERS (CAYMAN) IV L.P.

By: Blackstone Management Associates (Cayman) IV L.P.

By: ▇▇▇▇▇▇▇▇▇▇ ▇▇ Associates (Cayman) IV Ltd.

BLACKSTONE CAPITAL PARTNERS (CAYMAN) IV-A L.P.

By: Blackstone Management Associates (Cayman) IV L.P.

By: ▇▇▇▇▇▇▇▇▇▇ ▇▇ Associates (Cayman) IV Ltd.

BLACKSTONE FAMILY INVESTMENT PARTNERSHIP
(CAYMAN) IV-A L.P.

By: Blackstone Management Associates (Cayman) IV L.P.

By: ▇▇▇▇▇▇▇▇▇▇ ▇▇ Associates (Cayman) IV Ltd.

BLACKSTONE FAMILY INVESTMENT PARTNERSHIP
(CAYMAN) IV-A SMD L.P.

By: Blackstone Management Associates (Cayman) IV L.P.

By: ▇▇▇▇▇▇▇▇▇▇ ▇▇ Associates (Cayman) IV Ltd.

IN WITNESS WHEREOF, the Members have executed this Agreement as of the date first set forth above.