Common use of Additional Units Clause in Contracts

Additional Units. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership hereby grants an option to the Underwriters, severally and not jointly, to purchase up to their respective number of Additional Units at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Partnership setting forth the number of Additional Units as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Additional Units. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Additional Units, the Partnership will sell to the Underwriters that proportion of the total number of Additional Units then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Additional Units then being purchased which the number of Firm Units set forth in Exhibit A opposite the name of such Underwriter, plus any additional number of Firm Units which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Firm Units, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

Additional Units. In addition, on (a) Additional Units and the basis interests in the Company represented by such Units shall be established by the Managers pursuant to the terms of this Agreement and shall be indicated in the records of the representations Company. (b) Subject to SECTIONS 2.2(d) and warranties herein contained 3.3(a), the Managers may, in their discretion, issue additional Units to existing Members and/or to Persons who are not Members ("OFFERED UNITS"). At least thirty (30) days prior to the date of the proposed issuance the Managers shall provide written notice to the Members of the terms of the proposed issuance (the "ISSUANCE NOTICE") and shall grant to all Members the right (a "PREEMPTIVE RIGHT"), subject to the limitations set forth below, to subscribe for and, upon consummation of such issuance, purchase its pro rata share (for each Member, the percentage determined by dividing the number of Common Units held by such Member divided by the number of Common Units held by all Members) of each class and type of the Offered Units to be so issued (the "PRO RATA SHARE") at the same price and on the same terms as reflected in the Issuance Notice; PROVIDED that with respect to Offered Units, at the request of any -4- Member, the Company shall offer to such Member Units which have no voting rights (other than required by applicable law) and which are convertible into voting securities on the same terms as Common Units are convertible into other Common Units pursuant to SECTION 2.8, but which are otherwise identical to the Offered Units. Each Member shall be entitled to exercise such Preemptive Right for the Offered Units by giving written notice to the Managers within fifteen (15) days after receipt of the Issuance Notice (the "ELECTION NOTICE"). The failure by a Member to exercise its Preemptive Right within such time period shall be deemed a waiver by such Member of its Preemptive Right. The delivery of an Election Notice shall be irrevocable on the Member delivering such Election Notice and each participating Member shall be bound and obligated to acquire in any such issuance on the same terms and conditions herein the number of Units such participating Member shall have specified in the Election Notice. If any Member does not purchase its Pro Rata Share within the time period provided, then each of the Members that has elected to exercise its Preemptive Right shall have the right to exercise its Pro Rata Share of the unexercised portion of the Offered Units. As soon as practicable, and in any event within ten (10) days, after the expiration of the fifteen (15) day period set forthforth above, the Partnership hereby grants an option Managers shall deliver written notice to the Underwriters, severally and not jointly, to purchase up to their respective number of Additional Units at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Partnership Members setting forth the number of Additional Offered Units as such Member is entitled to which purchase, the several Underwriters are then exercising the option aggregate purchase price and the time and date place of payment the closing of the transaction. (c) Upon the expiration of the offering periods described above, the Company shall be entitled to issue such Offered Units which such Members have not elected to purchase during the ninety (90) days following such expiration, at a price that is not less than ninety-five percent (95%) of the price set forth in the Issuance Notice and delivery for on other terms and conditions no more favorable to the purchasers thereof than those offered to such Additional UnitsMembers. Any such time and date of delivery (an “Option Closing Date”) shall be determined Offered Units not sold by the RepresentativesCompany after such ninety (90) day period must be reoffered to the Members pursuant to the terms of SECTION 2.2(b). (d) Anything stated in SECTION 2.2(b) to the contrary notwithstanding, but no Member shall not be later than seven full business days have Preemptive Rights with respect to (i) the issuance of any Common Units after the exercise date hereof for management incentive and/or compensation purposes for the benefit of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised employees as to all or any portion of the Additional Units, the Partnership will sell to the Underwriters that proportion of the total number of Additional Units then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Additional Units then being purchased which long as the number of Firm such Units set forth issued after the date hereof does not exceed 5% in Exhibit the aggregate of the fully diluted Common Units, (ii) the issuance of up to 42,247 Class A opposite Common Units and 42,247 Preferred Units (as such amounts may be adjusted to reflect the name effects of such UnderwriterUnit splits, plus any additional number Unit dividends and similar events) in exchange for units of Firm Units which such Underwriter may become obligated to purchase Morning Pride Manufacturing L.L.C. ("MORNING PRIDE") held by ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "GRILLIOTS") pursuant to the provisions option agreement, as amended, between Morning Pride, Norcross Safety Products L.L.C., a Delaware limited liability company, and the Grilliots (the "OPTION AGREEMENT"), (iii) the issuance of Section 10 Class A Common Units and Preferred Units to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, F.Nato Sergi and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in connection with the acquisition of Arkon Safety Equipment, Inc. by North Safety Products Ltd. or another Affiliate of the Company, (iv) Units issued as consideration for an acquisition or joint venture transaction, (v) Units issued as an "equity kicker" in respect of indebtedness for borrowed money to persons not affiliated with any Member, or to any Member or other person that is affiliated with any Member, but only if such affiliate is receiving more than 50% of the equity so issued, (vi) Units issued upon exercise of the Warrants, or (vii) Units issued pursuant to a Public Sale. For all purposes under this Agreement, all outstanding options or warrants or similar rights to acquire Common Units, issued after the date hereof, bears owned by or in favor of management and any Common Units purchased by management after the date hereof with the proceeds of loans or bonuses from the Company shall in all events be deemed issued for management incentive and/or compensation purposes. (e) Each Member may delegate its rights and obligations under this Section2.2 to its Affiliates or among other Members of the total number of Firm Units, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional sharesgroup.

Additional Units. In addition, on ‌ (a) At the basis discretion of the representations and warranties herein contained Manager and subject to the terms and conditions herein set forthapproval of a Majority in Interest of the Class A Common Members, the Partnership hereby grants an option to the Underwriters, severally and not jointly, to purchase up to their respective number of Additional Units at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and Company may be exercised in whole or in part from time to time upon notice by the Representatives to the Partnership setting forth the number of Additional Units as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Additional Units. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to raise all or any portion of the Additional Funds by selling or issuing to existing Members or other Persons who will then be admitted as additional Members: (i) Units in exchange for property, cash or services; (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units; and (iii) warrants, options or other rights to purchase or otherwise acquire Units. (b) In connection with any issuance or sale of additional Units or other interests in the Company pursuant to this Section 3.7, the acquiring Person shall, in exchange for such Units or other interests, make Capital Contributions to the Company in an amount and under terms and conditions determined by the Manager and subject to the approval of a Majority in Interest of the Class A Common Members, which Capital Contributions, terms or conditions may differ from the Capital Contributions, terms and conditions relating to Units previously sold or issued, provided that any such difference in terms shall be disclosed to existing Members in writing prior to the issuance of such additional Units. By way of illustration, and without limitation, additional Units sold to raise some or all of needed Additional Funds may be sold at a price per additional Unit less than the price per Unit at which Units were previously sold. (c) In connection with any issuance or sale of additional Units or other interests in the Company, the Manager shall amend the Schedule of Members as necessary to reflect such additional issuances (including the number, series and class of Units and Capital Contributions of the acquiring Person), and shall have the power to make any other amendments to this Agreement (including, without limitation, amending the provisions of Article VI (Distributions; Allocations of Profits and Losses)) as the Manager deems necessary to authorize any such Units or other securities, provide for the relative rights, powers, preferences, duties, liabilities and obligations of such Units, or otherwise reflect or provide for such additional issuances, in each case, without the Partnership will sell consent or approval of any Member unless the amendment would change any term of this Agreement which otherwise requires the consent or approval of Members holding a Majority in Interest of the Members or a Majority in Interest of the Class A Common Members, as the case may be, in order to effectuate the change, in which event the consent or approval of Members holding a Majority in Interest of the Members or a Majority in Interest of the Class A Common Members, as the case may be, must first be obtained. (d) Subject to the Underwriters that proportion restrictions in Article XII (Transfers; Admission of Members), upon the total number acquisition of Additional any Units then being purchased or other interests in the Company by a Person who is not a Member, such Person shall execute and each of deliver a joinder to this Agreement and, subject to compliance with the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Additional Units then being purchased which the number of Firm Units conditions set forth in Exhibit A opposite the name of such Underwriter, plus any additional number of Firm Units which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 12.8 or Section 12.9 hereof, bears to as applicable, such Person shall become a Member hereunder and shall be listed as a Member on the total Schedule of Members, together with such Member’s address, number and class of Firm Units, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases Units and amount of fractional sharesCapital Contributions.

Additional Units. In addition(a) KCPL may, at its sole discretion, cause or permit (i) the construction and operation of an Additional Unit or Additional Units and all facilities related thereto on the basis Initial Iatan Station Site, and (ii) the relocation or modification of any of the representations facilities and warranties herein contained property then included in Iatan Unit 2 Facility and any solely-owned facilities then located on the Initial Iatan Station Site for construction and operation of any such Additional Unit and its related facilities; provided (A) that such construction and operation will not unreasonably interfere with or materially impair the use of the facilities and property then included in the Initial Iatan Station Site or otherwise located on the Initial Iatan Station Site, or materially impair the generation output of Unit 2 or materially increase the costs of owning and/or operating Unit 2, (B) that, to the extent appropriate, proportional adjustments of the Common Facilities Ownership Shares shall be made, by the Unit 2 Owners pursuant to the formula in Section 2.2(g), to reflect the changed undivided ownership interests of the Owners in the Common Facilities and the Initial Iatan Station Site as capital transactions, subject to compliance with the terms applicable provisions of any related security agreement contemplated in Section 10.2 hereof, (C) that the use of the Common Facilities by any Additional Units shall not materially impair the generation output of Unit 2 or materially increase the costs of owning and/or operating Unit 2 or the Common Facilities, and conditions herein set forth(D) that all other costs thereof, including any such relocation or modification costs, are borne by the owners of such Additional Unit(s). Notwithstanding the provisions of Sections 15.6 and 15.9 of this Agreement, this Section 2.4(a) shall not be deemed to amend Section 1.8 of the Iatan Unit 1 Ownership Agreement. (b) Subject to any necessary regulatory or lender approval or release of any applicable mortgage indenture, the Partnership hereby grants an option proportional adjustments to be made in such undivided ownership interests in the Common Facilities prior to the Underwritersconstruction of any Additional Unit shall be reflected by purchases and sales (at the depreciated original cost thereof to the selling Owner, severally including any allowance for funds used during construction or in the case of KEPCO or MJMEUC, capitalized interest or other similar cost component) of such portions thereof as will 21266434\V-1 result in the revised Common Facilities Ownership Shares of all Owners and not jointlythe owners of such Additional Unit in the Common Facilities as determined in a manner consistent with the formula set forth in Section 2.2(g) taking into account the owners of such Additional Unit. (c) Subject to any necessary regulatory or lender approval or release of any applicable mortgage indenture, and if appropriate, the proportional adjustments to purchase up be made in such undivided ownership interests in the Initial Iatan Station Site, prior to the construction of any Additional Unit, shall be reflected by purchases and sales (at the depreciated original cost thereof to the selling Owner, including any allowance for funds used during construction properly recorded on the books of such seller) of such portions thereof as will adjust the Ownership Shares of the affected Owners, including the owners of such Additional Unit, in proportion to their respective number of Additional Units at a price per Common Unit equal ownership interests in the Total Gross Capacity, as related to the Purchase Price referred Initial Net Accredited Capacity, of all units including the Nominal Gross Capacity of the Additional Unit to be constructed at the Initial Iatan Station Site in Section 2(aproportion to (x) above. The option hereby granted will expire their resultant ownership interests in those Common Facilities applicable to all four units contemplated at 11:59 P.M. the Initial Iatan Station Site, times (New York City timey) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Partnership setting forth the number of units constructed at the Initial Iatan Station Site including the Additional Units as Unit then to which be constructed, divided by (z) four; provided that KCPL’s ownership interest in the several Underwriters are then exercising Initial Iatan Station Site shall also include those portions of the option Initial Iatan Station Site allocable to the remaining four units (i.e., exclusive of the existing and the time and date of payment and delivery Additional Unit then to be constructed) at the Initial Iatan Station Site. (d) It is intended that the Common Facilities for such Unit 2 will not include any facilities that are exclusively for any Additional Units. Any Facilities that have no relation to a particular unit will not be allocated to the owners of such time and date of delivery unit. (an “Option Closing Date”e) Notwithstanding anything in this Section 2.4, neither MJMEUC nor KEPCO shall be determined by required to obtain an ownership interest in the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Additional Units, the Partnership will sell to the Underwriters that proportion of the total number of Additional Units then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Additional Units then being purchased which the number of Firm Units set forth in Exhibit A opposite the name of such Underwriter, plus any additional number of Firm Units which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Firm Units, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional sharesInitial Iatan Station Site.

Additional Units. In addition, on the basis ‌ (a) Upon approval of the representations Requisite Members, the Company may authorize and warranties herein contained issue additional Units or other interests in the Company for such consideration as the Manager and the Requisite Members shall approve. Any additional Units offered after the termination of the Offering Period (“Additional Units”) shall have such rights and restrictions (including distribution rights) as approved by the Manager and the Requisite Members and shall be subject to the terms and conditions herein set forthpreemptive rights of the Members provided in Section 3.3(b). (b) The Manager shall offer each Member the right, but not the Partnership hereby grants an option to the Underwriters, severally and not jointlyobligation, to purchase up to their respective number its pro rata portion (based on each Member’s Percentage Interest) of any Additional Units at a price per Common Unit equal by providing written notice of the offering (“Preemptive Rights Notice”) to the Purchase Price referred to in Section 2(aMembers, which notice shall include a brief description of the rights and restrictions of such Additional Units, and the price and terms upon which it will offer such Additional Units. Within fifteen (15) above. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day days after the date hereof and Preemptive Rights Notice is given, each Member may be exercised in whole or in part from time elect to time upon purchase up to its pro rata portion (based on such Member’s Percentage Interest) of the Additional Units by providing written notice by the Representatives to the Partnership setting forth Company of such election, which notice shall include the number of Additional Units as the Member irrevocably elects to which purchase. If all of the several Underwriters Additional Units referred to in the Preemptive Rights Notice are then exercising the option and the time and date of payment and delivery for such Additional Units. Any such time and date of delivery (an “Option Closing Date”) shall not elected to be determined purchased by the Representatives, but shall not be later than seven full business days after Members or the exercise Company or the closing of said option (unless postponed in accordance with the provisions such purchase of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any a portion of the Additional UnitsUnits is not consummated within forty-five (45) days after the Preemptive Rights Notice is given, the Partnership will sell to Company, during the Underwriters that proportion period starting sixteen (16) days after the date of Preemptive Rights Notice and ending one hundred eighty (180) days after the date of the total number Preemptive Rights Notice, may offer and sell the remaining unsubscribed and unsold portion of the Additional Units then being purchased to any Person at a price not less than, and each upon terms no more favorable than, those specified in the Preemptive Rights Notice. If the Company does not sell such Additional Units within such period or enter into an agreement for the sale of such Additional Units within such period, or if such agreement is not consummated within thirty (30) days of the Underwritersexecution thereof, acting severally and not jointly, will purchase that proportion of the total number of Additional Units then being purchased which shall be reoffered to Members in accordance with this Section 3.3(b) in the number of Firm event the Company desires to issue and sell such Additional Units set forth in Exhibit A opposite the name of such Underwriter, plus any additional number of Firm Units which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Firm Units, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional sharesthereafter.

Additional Units. In additionIf, but only if, approved by a Majority ----------------- Vote, the Company is authorized to raise additional capital by offering and selling, or causing to be offered and sold, additional limited liability company interests in the Company ("Additional Units") to any Person in such amounts and on such terms as the basis Members may determine; provided, however, that the Company shall first provide each of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Partnership hereby grants an option to the Underwriters, severally and not jointly, to purchase up to their respective number Members with written notice of such proposed offer or sale of Additional Units at and afford the Members, for a price per Common Unit equal to the Purchase Price referred to in Section 2(athirty (30) above. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after period following the date hereof and may of such notice, a right of first refusal to purchase the Additional Units, which right shall be exercised allocated pro rata among all of the Members desiring to participate in whole or such purchase in part from time proportion to time upon notice by the Representatives to the Partnership setting forth the number of Additional Units as to which the several Underwriters are then exercising the option be sold and the time and date of payment and delivery for such Additional Units. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with such procedures as the provisions of Section 10), nor in any event prior to the Closing DateManager shall specify. If the option is exercised as Members do not elect to purchase all or any portion of the Additional UnitsUnits proposed to be sold within such thirty (30) day period, the Partnership will sell Company shall be entitled to offer and sell, or cause to be offered and sold, such Additional Units not otherwise purchased by the Underwriters Members pursuant to this Section 12.1, provided that proportion such sale takes place within thirty (30) days thereafter. Each Person who subscribes for any of the total number of Additional Units then being purchased and each shall be admitted as an additional member of the UnderwritersCompany (each, acting severally an "Additional Member" and not jointlycollectively, will purchase that proportion the "Additional Members") at the time such Person (i) executes this Agreement or a counterpart of this Agreement and (ii) is named as a Member on Schedule A hereto. The legal fees and expenses associated with such admission shall be borne by the total number of Additional Units then being purchased which the number of Firm Units set forth in Exhibit A opposite the name of such Underwriter, plus any additional number of Firm Units which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Firm Units, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional sharesCompany.

Additional Units. In addition, on (a) Additional Units and the basis interests in the Company represented by such Units shall be established by the Managers pursuant to the terms of this Agreement and shall be indicated in the records of the representations Company. (b) Subject to Sections 2.2(d) and warranties herein contained 3.3(a), the Managers may, in their discretion, issue additional Units to existing Members and/or to Persons who are not Members (“Offered Units”). At least thirty (30) days prior to the date of the proposed issuance the Managers shall provide written notice to the Members of the terms of the proposed issuance (the “Issuance Notice”) and shall grant to all Members the right (a “Preemptive Right”), subject to the limitations set forth below, to subscribe for and, upon consummation of such issuance, purchase its pro rata share (for each Member, the percentage determined by dividing the number of Common Units held by such Member divided by the number of Common Units held by all Members) of each class and type of the Offered Units to be so issued (the “Pro Rata Share”) at the same price and on the same terms as reflected in the Issuance Notice; provided that with respect to Offered Units, at the request of any Member, the Company shall offer to such Member Units which have no voting rights (other than required by applicable law) and which are convertible into voting securities on the same terms as Common Units are convertible into other Common Units pursuant to Section 2.8, but which are otherwise identical to the Offered Units. Each Member shall be entitled to exercise such Preemptive Right for the Offered Units by giving written notice to the Managers within fifteen (15) days after receipt of the Issuance Notice (the “Election Notice”). The failure by a Member to exercise its Preemptive Right within such time period shall be deemed a waiver by such Member of its Preemptive Right. The delivery of an Election Notice shall be irrevocable on the Member delivering such Election Notice and each participating Member shall be bound and obligated to acquire in any such issuance on the same terms and conditions herein the number of Units such participating Member shall have specified in the Election Notice. If any Member does not purchase its Pro Rata Share within the time period provided, then each of the Members that has elected to exercise its Preemptive Right shall have the right to exercise its Pro Rata Share of the unexercised portion of the Offered Units. As soon as practicable, and in any event within ten (10) days, after the expiration of the fifteen (15) day period set forthforth above, the Partnership hereby grants an option Managers shall deliver written notice to the Underwriters, severally and not jointly, to purchase up to their respective number of Additional Units at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Partnership Members setting forth the number of Additional Offered Units as such Member is entitled to which purchase, the several Underwriters are then exercising the option aggregate purchase price and the time and date place of payment the closing of the transaction. (c) Upon the expiration of the offering periods described above, the Company shall be entitled to issue such Offered Units which such Members have not elected to purchase during the ninety (90) days following such expiration, at a price that is not less than ninety-five percent (95%) of the price set forth in the Issuance Notice and delivery for on other terms and conditions no more favorable to the purchasers thereof than those offered to such Additional UnitsMembers. Any such time and date of delivery (an “Option Closing Date”) shall be determined Offered Units not sold by the RepresentativesCompany after such ninety (90) day period must be reoffered to the Members pursuant to the terms of Section 2.2(b). (d) Anything stated in Section 2.2(b) to the contrary notwithstanding, but no Member shall not be later than seven full business days have Preemptive Rights with respect to (i) the issuance of any Common Units after the exercise date hereof for management incentive and/or compensation purposes for the benefit of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised employees as to all or any portion of the Additional Units, the Partnership will sell to the Underwriters that proportion of the total number of Additional Units then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Additional Units then being purchased which long as the number of Firm such Units set forth issued after the date hereof does not exceed 5% in Exhibit the aggregate of the fully diluted Common Units, (ii) the issuance of up to 42,247 Class A opposite Common Units and 42,247 Preferred Units (as such amounts may be adjusted to reflect the name effects of such UnderwriterUnit splits, plus any additional number Unit dividends and similar events) in exchange for units of Firm Units which such Underwriter may become obligated to purchase Morning Pride Manufacturing LLC. (“Morning Pride”) held by ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Grilliots”) pursuant to the provisions option agreement, as amended, between Morning Pride, Norcross Safety Products LLC., a Delaware limited liability company, and the Grilliots (the “Option Agreement”), (iii) the issuance of Section 10 Class A Common Units and Preferred Units to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, F. Nato Sergi and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in connection with the acquisition of Arkon Safety Equipment, Inc. by North Safety Products Ltd. or another Affiliate of the Company, (iv) Units issued as consideration for an acquisition or joint venture transaction, (v) Units issued as an “equity kicker” in respect of indebtedness for borrowed money to persons not affiliated with any Member, or to any Member or other person that is affiliated with any Member, but only if such affiliate is receiving more than 50% of the equity so issued, (vi) Units issued pursuant to a Public Sale or (vii) Class E Units issued to Member Employees. For all purposes under this Agreement, all outstanding options or warrants or similar rights to acquire Common Units, issued after the date hereof, bears owned by or in favor of management and any Common Units purchased by management after the date hereof with the proceeds of loans or bonuses from the Company shall in all events be deemed issued for management incentive and/or compensation purposes. (e) Each Member may delegate its rights and obligations under this Section 2.2 to its Affiliates or among other Members of the total number of Firm Units, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional sharesgroup.

Additional Units. In addition(a) KCPL may, at its sole discretion, cause or permit (i) the construction and operation of an Additional Unit or Additional Units and all facilities related thereto on the basis Initial Iatan Station Site, and (ii) the relocation or modification of any of the representations facilities and warranties herein contained property then included in Iatan Unit 2 Facility and any solely-owned facilities then located on the Initial Iatan Station Site for construction and operation of any such Additional Unit and its related facilities; provided (A) that such construction and operation will not unreasonably interfere with or materially impair the use of the facilities and property then included in the Initial Iatan Station Site or otherwise located on the Initial Iatan Station Site, or materially impair the generation output of Unit 2 or materially increase the costs of owning and/or operating Unit 2, (B) that, to the extent appropriate, proportional adjustments of the Common Facilities Ownership Shares shall be made, by the Unit 2 Owners pursuant to the formula in Section 2.2(g), to reflect the changed undivided ownership interests of the Owners in the Common Facilities and the Initial Iatan Station Site as capital transactions, subject to compliance with the terms applicable provisions of any related security agreement contemplated in Section 10.2 hereof, (C) that the use of the Common Facilities by any Additional Units shall not materially impair the generation output of Unit 2 or materially increase the costs of owning and/or operating Unit 2 or the Common Facilities, and conditions herein set forth(D) that all other costs thereof, including any such relocation or modification costs, are borne by the owners of such Additional Unit(s). Notwithstanding the provisions of Sections 15.6 and 15.9 of this Agreement, this Section 2.4(a) shall not be deemed to amend Section 1.8 of the Iatan Unit 1 Ownership Agreement. (b) Subject to any necessary regulatory or lender approval or release of any applicable mortgage indenture, the Partnership hereby grants an option proportional adjustments to be made in such undivided ownership interests in the Common Facilities prior to the Underwritersconstruction of any Additional Unit shall be reflected by purchases and sales (at the depreciated original cost thereof to the selling Owner, severally including any allowance for funds used during construction or in the case of KEPCO or MJMEUC, capitalized interest or other similar cost component) of such portions thereof as will result in the revised Common Facilities Ownership Shares of all Owners and not jointlythe owners of such Additional Unit in the Common Facilities as determined in a manner consistent with the formula set forth in Section 2.2(g) taking into account the owners of such Additional Unit. (c) Subject to any necessary regulatory or lender approval or release of any applicable mortgage indenture, and if appropriate, the proportional adjustments to purchase up be made in such undivided ownership interests in the Initial Iatan Station Site, prior to the construction of any Additional Unit, shall be reflected by purchases and sales (at the depreciated original cost thereof to the selling Owner, including any allowance for funds used during construction properly recorded on the books of such seller) of such portions thereof as will adjust the Ownership Shares of the affected Owners, including the owners of such Additional Unit, in proportion to their respective number of Additional Units at a price per Common Unit equal ownership interests in the Total Gross Capacity, as related to the Purchase Price referred Initial Net Accredited Capacity, of all units including the Nominal Gross Capacity of the Additional Unit to be constructed at the Initial Iatan Station Site in Section 2(aproportion to (x) above. The option hereby granted will expire their resultant ownership interests in those Common Facilities applicable to all four units contemplated at 11:59 P.M. the Initial Iatan Station Site, times (New York City timey) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Partnership setting forth the number of units constructed at the Initial Iatan Station Site including the Additional Units as Unit then to which be constructed, divided by (z) four; provided that KCPL’s ownership interest in the several Underwriters are then exercising Initial Iatan Station Site shall also include those portions of the option Initial Iatan Station Site allocable to the remaining four units (i.e., exclusive of the existing and the time and date of payment and delivery Additional Unit then to be constructed) at the Initial Iatan Station Site. (d) It is intended that the Common Facilities for such Unit 2 will not include any facilities that are exclusively for any Additional Units. Any Facilities that have no relation to a particular unit will not be allocated to the owners of such time and date of delivery unit. (an “Option Closing Date”e) Notwithstanding anything in this Section 2.4, neither MJMEUC nor KEPCO shall be determined by required to obtain an ownership interest in the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Additional Units, the Partnership will sell to the Underwriters that proportion of the total number of Additional Units then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Additional Units then being purchased which the number of Firm Units set forth in Exhibit A opposite the name of such Underwriter, plus any additional number of Firm Units which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Firm Units, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional sharesInitial Iatan Station Site.

Additional Units. In addition(a) If approved by a Majority Vote, the Company is authorized to raise additional capital by offering and selling, or causing to be offered and sold, additional limited liability company interests in the Company ("Additional Units") to any Person in such amounts and on such terms as the basis Board may determine. With respect to any issuance of Class D Units, or reissuance of Class D Units that are forfeited in accordance with Schedule C hereto, the approval of a Majority Vote of Members shall not be required with respect thereto; provided, that (i) any issuance of Class D Units to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, C. ▇▇▇▇ ▇▇▇▇▇▇▇ and the direct reports of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and any other person that reports to the Chairman or the Chief Executive Officer of the representations Operating Company and warranties herein contained and that person's direct reports shall be in such amounts as the Chairman of the Company recommends to the Board subject to the terms approval of the Board, and conditions herein set forth(ii) any issuance of Class D Units to any other person shall be in such amounts as the President of the Operating Company and the Chairman of the Company disclose to the Board after consultation with each other. Notwithstanding the foregoing, the Partnership hereby grants an option Company is not authorized to issue any additional Class C Units unless all of the Underwriters, severally and not jointly, Class C Holders consent to purchase up to their respective number of Additional Units at a price per Common Unit equal to the Purchase Price referred to such issuance in Section 2(a) aboveadvance thereof. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Partnership setting forth the number of Additional Units as to which the several Underwriters are then exercising the option and the time and date of payment and delivery Each Person who subscribes for such Additional Units. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Additional UnitsUnits shall be admitted as an additional member of the Company (each, an "Additional Member" and collectively, the Partnership "Additional Members") at the time such Person (i) executes this Agreement or a counterpart of this Agreement and (ii) is named as a Member on the Schedules hereto. The legal fees and expenses associated with such admission may be borne by the Company. (b) If Additional Units are issued pursuant to this Article XII such Additional Units will sell to the Underwriters that proportion be treated for all purposes of this Agreement as Units as of the total number date of Additional Units then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Additional Units then being purchased which the number of Firm Units set forth in Exhibit A opposite the name of such Underwriter, plus any additional number of Firm Units which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Firm Units, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional sharesissuance.

Additional Units. In addition(a) If approved by a Majority Vote, the Company is authorized to raise additional capital by offering and selling, or causing to be offered and sold, additional limited liability company interests in the Company ("ADDITIONAL UNITS") to any Person in such amounts and on such terms as the basis Board may determine. With respect to any issuance of Class D Units, or reissuance of Class D Units that are forfeited in accordance with SCHEDULE C hereto, the approval of a Majority Vote of Members shall not be required with respect thereto; PROVIDED, that (i) any issuance of Class D Units to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, C. ▇▇▇▇ ▇▇▇▇▇▇▇ and the direct reports of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and any other person that reports to the Chairman or the Chief Executive Officer of Aurora Foods and that person's direct reports shall be in such amounts as the Chairman of the representations and warranties herein contained and Company recommends to the Board subject to the terms approval of the Board, and conditions herein set forth(ii) any issuance of Class D Units to any other person shall be in such amounts as the President of Aurora Foods and the Chairman of the Company disclose to the Board after consultation with each other. Notwithstanding the foregoing, the Partnership hereby grants an option Company is not authorized to issue any additional Class C Units unless all of the Underwriters, severally and not jointly, Class C Holders consent to purchase up to their respective number of Additional Units at a price per Common Unit equal to the Purchase Price referred to such issuance in Section 2(a) aboveadvance thereof. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Partnership setting forth the number of Additional Units as to which the several Underwriters are then exercising the option and the time and date of payment and delivery Each Person who subscribes for such Additional Units. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Additional UnitsUnits shall be admitted as an additional member of the Company (each, an "ADDITIONAL MEMBER" and collectively, the Partnership "ADDITIONAL MEMBERS") at the time such Person (i) executes this Agreement and the Securityholders Agreement or a counterpart of this Agreement and the Securityholders Agreement and (ii) is named as a Member on the Schedules hereto. The legal fees and expenses associated with such admission may be borne by the Company. (b) If Additional Units are issued pursuant to this Article XII such Additional Units will sell to the Underwriters that proportion be treated for all purposes of this Agreement as Units as of the total number date of Additional Units then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Additional Units then being purchased which the number of Firm Units set forth in Exhibit A opposite the name of such Underwriter, plus any additional number of Firm Units which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Firm Units, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional sharesissuance.

Additional Units. In addition(a) The Managers are hereby authorized to cause the Company to issue additional Units, or options, rights, warrants or appreciation rights relating thereto, or any other type of equity security that the Company may lawfully issue (“Additional Units”), to any Person, if the Managers determine in good faith that the Company has a need for additional Capital Contributions for any proper Company purpose. (b) With respect to any Additional Units issued by the Company: (i) Prior to the Company issuing, other than in an Excluded Issuance, any Additional Units, each Member shall have the right to purchase the number or amount of Additional Units being issued such that after each such issuance, such Member will have a Percentage Interest equal to its Percentage Interest immediately prior to such issuance (subject to subsection (ii) below, the maximum number or amount of Additional Units that can be purchased by a Member in a particular issuance shall be such Member's “Pro Rata Share”). (ii) The Company shall give each Member at least fifteen (15) days' prior Notice (the “Issuance Notice”) of any proposed issuance of Additional Units other than an Excluded Issuance, which Issuance Notice shall set forth in reasonable detail the proposed terms and conditions of such issuance and shall offer to each Member the opportunity to purchase its Pro Rata Share (which Pro Rata Share shall be calculated as of the date of such Issuance Notice) of the Additional Units at the same price, on the basis same terms and conditions and at the same time as the Additional Units are proposed to be issued by the Company. If any Member wishes to exercise its preemptive rights, it must do so by delivering a binding and irrevocable written Notice to the Company within thirty (30) days after delivery by the Company of the representations Issuance Notice (the “Election Period”), which Notice shall state the amount of Additional Units such Member (each, a “Requesting Purchaser”) would like to purchase up to a maximum amount equal to such Requesting Purchaser's Pro Rata Share of the total offering amount plus the additional amount of Additional Units such Requesting Purchaser would like to purchase in excess of his, her or its Pro Rata Share (the “Over-Allotment Amount”), if any, if other Members do not elect to purchase their full Pro Rata Share of the Additional Units. The rights of each Requesting Purchaser to purchase Additional Units in excess of each such Requesting Purchaser's Pro Rata Share of the Additional Units shall be based on the relative Pro Rata Shares of those Requesting Purchasers desiring Over-Allotment Amounts (or as otherwise agreed to by such Requesting Purchasers). (iii) If not all of the Additional Units are subscribed for by the Members, the Company shall have the right, but shall not be required, to issue and warranties herein contained and subject sell the unsubscribed portion of the Additional Units to a Person or Persons other than the Members at any time during the ninety (90) days following the termination of the Election Period pursuant to the terms and conditions herein set forth, the Partnership hereby grants an option to the Underwriters, severally and not jointly, to purchase up to their respective number of Additional Units at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Partnership setting forth the number of Additional Units as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Additional Units. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Additional Units, the Partnership will sell to the Underwriters that proportion of the total number of Additional Units then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Additional Units then being purchased which the number of Firm Units set forth in Exhibit A opposite the name of such UnderwriterIssuance Notice. The Managers may, plus any additional number of Firm Units which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Firm Units, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate discretion, impose such other reasonable and customary terms and procedures such as setting a closing date, and requiring customary closing deliveries in connection with any sales or purchases of fractional sharespre-emptive rights offering.