t payable to KULG by KUE will be reduced by the amount of such payment to such other person or entity. The $20 million annual fee will terminate upon the Initial Listing (as defined below) or the sale of KUE to a person or entity that is not a KUE LLC Entity. Voting Rights: The General Partner will manage and operate

Class A Shares in the proposed transfer on the same terms and in exchange for the same consideration received by KUE LLC. Co-Invest Right: Prior to the Initial Listing, if KUE proposes to issue for cash any Units or securities convertible into Units after the Offering Period (subject to certain exceptions), then KUE

ments of this definition. At the time of the final closing of this offering, the General Partner will have at least two Independent Directors. After the Initial Listing and sc long as consistent with contractual, listing and licensing obligations, a majority of the board of directors of the listed company will be Ind

rmitted transfer, the parties seeking tc effect such transfer may have a claim against the General Partner and KUE. 14.18. Co-Invest Right Prior to the Initial Listing, if KUE proposes to issue for cash any Units or securities convertible into Units, then KUE is required to offer to each Investor that is an accredit