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HOUSE_OVERSIGHT_024560

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thresholds in one or more transactions: {i} 15% of the Principals’ original KUE holdings to any single buyer (or affiliates of that buyer) or (ii) 33% of the Principals’ original KUE holdings in the aggregate. 14.20. Drag-Along Right A "Drag-Along Transfer’ means a sale or other transfer for economic value of a majority of the Common LP Units held by KUE LLC or its affiliates (and, uniess otherwise approved by the Board of Directors and ihe independent Committee of the General Partner, a corresponding percentage of Class A Shares held by KUE LLC), Prior to the Initial Listing, in the event of a Drag-Along Transfer of Common LP Units and corresponding Class A Shares to 4 proposed purchaser that is not a KUE LLC Entity (a “Proposed Drag- Along Transfer"), KUE LLC may require Investors to sell a pro rata portion (based on the percentage of Units held by KUE LLC being sold in the Proposed Drag-Along Transfer) of their Units and Class A Shares in the Proposed Drag-Along Transfer to the proposed purchaser on the same terms and conditions as KUE LLC in the Proposed Drag-Along Transfer. 14.21. Additional Listing of Investors’ Units Beginning any time after six months after the Initial Listing, one or more holders holding an aggregate of $100 million of more of the Units (calculated based on the issue price) may request KUE and the General Partner to take such action as may be necessary (including regulatory and legal actions) for their Units to be freely tradable and not subject to volume restrictions on the international securities exchange on which the Initial Listing occurred; provided that no more than one such action may be required in any 12 month period and customary cut-back and other provisions will apply in any such listing or underwritten transaction, as the case may be. KUE will use its commercially reasonable efforts to cause such action to cover such holders and the securities of any other holders legally eligible to participate in such action. 14.22. Subseque

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