Common use of Additional Units Clause in Contracts

Additional Units. (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 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 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 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 set forth in the Issuance Notice. The Managers may, in their 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 pre-emptive rights offering.

Additional Units. (a) The Managers are hereby If approved by a Majority Vote, the Company is authorized to cause raise additional capital by offering and selling, or causing to be offered and sold, additional limited liability company interests in 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”), "ADDITIONAL UNITS") to any Person, if Person in such amounts and on such terms as the Managers determine in good faith that the Company has a need for additional Capital Contributions for any proper Company purpose. (b) Board may determine. With respect to any Additional issuance of Class D Units, or reissuance of Class D Units issued by that are forfeited in accordance with SCHEDULE C hereto, the Company: approval of a Majority Vote of Members shall not be required with respect thereto; PROVIDED, that (i) Prior 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 Company issuingrecommends to the Board subject to the approval of the Board, and (ii) any issuance of Class D Units to any other than person shall be in an Excluded Issuancesuch 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 Company is not authorized to issue any Additional Units, each Member shall have additional Class C Units unless all of 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 Class C Holders consent 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 advance thereof. Each Person who subscribes for 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 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 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 admitted as an additional member of the Company (each, an "ADDITIONAL MEMBER" and collectively, the "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 relative Pro Rata Shares of those Requesting Purchasers desiring Over-Allotment Amounts (or as otherwise agreed to Schedules hereto. The legal fees and expenses associated with such admission may be borne by such Requesting Purchasers)the Company. (iiib) If not all of the Additional Units are subscribed issued pursuant to this Article XII such Additional Units will be treated for by the Members, the Company shall have the right, but shall not be required, to issue and sell the unsubscribed portion all purposes of this Agreement as Units as of the Additional Units to a Person or Persons other than the Members at any time during the ninety (90) days following the termination date of the Election Period pursuant to the terms and conditions set forth in the Issuance Notice. The Managers may, in their 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 pre-emptive rights offeringissuance.

Additional Units. ‌ (a) The Managers are hereby authorized to cause Upon approval of the Company to issue additional UnitsRequisite Members, or options, rights, warrants or appreciation rights relating thereto, or any other type of equity security that the Company may lawfully authorize and 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 preemptive rights of the Members provided in Section 3.3(b), 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 The Manager shall offer each Member the right, but not the obligation, to purchase up to its pro rata portion (based on each Member’s Percentage Interest) of any Additional Units issued by providing written notice of the Company: offering (i“Preemptive Rights Notice”) Prior to the Company issuingMembers, other than in an Excluded Issuance, any which notice shall include a brief description of the rights and restrictions of such Additional Units, each Member shall have and the right to purchase the number or amount of price and terms upon which it will offer such 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 Units. Within fifteen (15) days' prior days after the Preemptive Rights Notice (the “Issuance Notice”) of any proposed issuance of Additional Units other than an Excluded Issuanceis given, 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 may elect to purchase up to its Pro Rata Share pro rata portion (which Pro Rata Share shall be calculated as of the date of based on such Issuance NoticeMember’s Percentage Interest) of the Additional Units at by providing written notice to the same priceCompany of such election, on which notice shall include the same terms and conditions and at number of Additional Units the same time as Member irrevocably elects to purchase. If all of the Additional Units referred to in the Preemptive Rights Notice are proposed not elected to be issued purchased by the Members or the Company or the closing of such purchase of all or a portion of the Additional Units is not consummated within forty-five (45) days after the Preemptive Rights Notice is given, the Company, during the period starting sixteen (16) days after the date of Preemptive Rights Notice and ending one hundred eighty (180) days after the date of the Preemptive Rights Notice, may offer and sell the remaining unsubscribed and unsold portion of the Additional Units to any Person at a price not less than, and upon terms no more favorable than, those specified in the Preemptive Rights Notice. If any Member wishes to exercise its preemptive rights, it must do so by delivering a binding and irrevocable written Notice to 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 after delivery by the Company of the Issuance Notice (the “Election Period”)execution thereof, 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 reoffered to Members in accordance with this Section 3.3(b) in 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, event the Company shall have the right, but shall not be required, desires to issue and sell the unsubscribed portion of the such 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 set forth in the Issuance Notice. The Managers may, in their 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 pre-emptive rights offeringthereafter.

Additional Units. (a) The Managers are hereby authorized to KCPL may, at its sole discretion, cause or permit (i) the Company to issue additional Unitsconstruction and operation of an Additional Unit or Additional Units and all facilities related thereto on the Initial Iatan Station Site, and (ii) the relocation or modification of any of the facilities and 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 optionsmaterially impair the generation output of Unit 2 or materially increase the costs of owning and/or operating Unit 2, rights(B) that, warrants or appreciation rights relating theretoto the extent appropriate, or any other type proportional adjustments of equity security that the Company may lawfully issue (“Additional Units”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 applicable provisions of any Personrelated security agreement contemplated in Section 10.2 hereof, if the Managers determine in good faith (C) that the Company has a need for additional Capital Contributions for use of the Common Facilities by any proper Company purposeAdditional 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 (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) With respect Subject to any necessary regulatory or lender approval or release of any applicable mortgage indenture, the proportional adjustments to be made in such undivided ownership interests in the Common Facilities prior to the construction of any Additional Units issued Unit shall be reflected by purchases and sales (at the Company:depreciated original cost thereof to the selling Owner, 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 the 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. (ic) Prior Subject to any necessary regulatory or lender approval or release of any applicable mortgage indenture, and if appropriate, the proportional adjustments to be made in such undivided ownership interests in the Initial Iatan Station Site, prior to the Company issuingconstruction of any Additional Unit, other than 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 an Excluded Issuanceproportion to their ownership interests in the Total Gross Capacity, as related to the 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 proportion to (x) their resultant ownership interests in those Common Facilities applicable to all four units contemplated at the Initial Iatan Station Site, times (y) the number of units constructed at the Initial Iatan Station Site including the Additional Unit then to be constructed, divided by (z) four; provided that KCPL’s ownership interest in the Initial Iatan Station Site shall also include those portions of the Initial Iatan Station Site allocable to the remaining four units (i.e., exclusive of the existing and the Additional Unit then to be constructed) at the Initial Iatan Station Site. (d) It is intended that the Common Facilities for Unit 2 will not include any facilities that are exclusively for any Additional Units, each Member shall . Facilities that have the right no relation 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 unit will not be allocated to the owners of such Member's “Pro Rata Share”)unit. (iie) 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 IssuanceNotwithstanding anything in this Section 2.4, 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 neither MJMEUC nor KEPCO shall be calculated as of the date of such Issuance Notice) of the Additional Units at the same price, on the same terms and conditions and at the same time as the Additional Units are proposed required 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 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 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 set forth obtain an ownership interest in the Issuance Notice. The Managers may, in their 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 pre-emptive rights offeringInitial Iatan Station Site.

Additional Units. (a) The Managers are hereby authorized to cause In addition, on the Company to issue additional Units, or options, rights, warrants or appreciation rights relating thereto, or any other type basis 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 representations and warranties herein contained and subject 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 herein set forth, 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 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 Partnership hereby grants an option to the Company within thirty (30) days after delivery by the Company of the Issuance Notice (the “Election Period”)Underwriters, which Notice shall state the amount of Additional Units such Member (eachseverally and not jointly, 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 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 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 Any such time and date of each Requesting Purchaser to purchase Additional Units in excess of each such Requesting Purchaser's Pro Rata Share of the Additional Units delivery (an “Option Closing Date”) 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 determined by the Members, the Company shall have the rightRepresentatives, but shall not be requiredlater 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 issue and sell the unsubscribed Closing Date. If the option is exercised as to all or any portion of the Additional Units Units, the Partnership will sell to a Person or Persons other than the Members at any time during the ninety (90) days following the termination Underwriters that proportion of the Election Period 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 terms and conditions set forth provisions of Section 10 hereof, bears to the total number of Firm Units, subject in each case to such adjustments as the Issuance Notice. The Managers may, Representatives in their discretion, impose such other reasonable and customary terms and procedures such as setting a closing date, and requiring customary closing deliveries in connection with discretion shall make to eliminate any pre-emptive rights offeringsales or purchases of fractional shares.

Additional Units. (a) The Managers are hereby authorized to KCPL may, at its sole discretion, cause or permit (i) the Company to issue additional Unitsconstruction and operation of an Additional Unit or Additional Units and all facilities related thereto on the Initial Iatan Station Site, and (ii) the relocation or modification of any of the facilities and 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 optionsmaterially impair the generation output of Unit 2 or materially increase the costs of owning and/or operating Unit 2, rights(B) that, warrants or appreciation rights relating theretoto the extent appropriate, or any other type proportional adjustments of equity security that the Company may lawfully issue (“Additional Units”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 applicable provisions of any Personrelated security agreement contemplated in Section 10.2 hereof, if the Managers determine in good faith (C) that the Company has a need for additional Capital Contributions for use of the Common Facilities by any proper Company purposeAdditional 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 (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) With respect Subject to any necessary regulatory or lender approval or release of any applicable mortgage indenture, the proportional adjustments to be made in such undivided ownership interests in the Common Facilities prior to the construction of any Additional Units issued Unit shall be reflected by purchases and sales (at the Company:depreciated original cost thereof to the selling Owner, 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 the 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. (ic) Prior Subject to any necessary regulatory or lender approval or release of any applicable mortgage indenture, and if appropriate, the proportional adjustments to be made in such undivided ownership interests in the Initial Iatan Station Site, prior to the Company issuingconstruction of any Additional Unit, other than 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 an Excluded Issuanceproportion to their ownership interests in the Total Gross Capacity, as related to the 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 proportion to (x) their resultant ownership interests in those Common Facilities applicable to all four units contemplated at the Initial Iatan Station Site, times (y) the number of units constructed at the Initial Iatan Station Site including the Additional Unit then to be constructed, divided by (z) four; provided that KCPL’s ownership interest in the Initial Iatan Station Site shall also include those portions of the Initial Iatan Station Site allocable to the remaining four units (i.e., exclusive of the existing and the Additional Unit then to be constructed) at the Initial Iatan Station Site. (d) It is intended that the Common Facilities for Unit 2 will not include any facilities that are exclusively for any Additional Units, each Member shall . Facilities that have the right no relation 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 unit will not be allocated to the owners of such Member's “Pro Rata Share”)unit. (iie) 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 IssuanceNotwithstanding anything in this Section 2.4, 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 neither MJMEUC nor KEPCO shall be calculated as of the date of such Issuance Notice) of the Additional Units at the same price, on the same terms and conditions and at the same time as the Additional Units are proposed required 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 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 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 set forth obtain an ownership interest in the Issuance Notice. The Managers may, in their 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 pre-emptive rights offeringInitial Iatan Station Site.

Additional Units. (a) The Managers are hereby If, but only if, approved by a Majority ----------------- Vote, the Company is authorized to cause 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 issue additional Unitsany Person in such amounts and on such terms as the Members may determine; provided, or optionshowever, 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 shall first provide each of 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 Members with written notice of such proposed offer or amount sale of Additional Units being issued such that after each such issuanceand afford the Members, such Member will have for a Percentage Interest equal to its Percentage Interest immediately prior to such issuance thirty (subject to subsection (ii30) 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 day period following the date of such Issuance Notice) notice, a right of first refusal to purchase the Additional Units, which right shall be allocated pro rata among all of the Members desiring to participate in such purchase in proportion to the number of Additional Units to be sold and in accordance with such procedures as the Manager shall specify. If the Members do not elect to purchase all of the Additional Units at the same price, on the same terms and conditions and at the same time as the Additional Units are proposed to be issued sold within such thirty (30) day period, the Company shall be entitled to offer and sell, or cause to be offered and sold, such Additional Units not otherwise purchased by the Company. If any Member wishes Members pursuant to exercise its preemptive rightsthis Section 12.1, it must do so by delivering a binding and irrevocable written Notice to the Company provided that such sale takes place within thirty (30) days after delivery by the Company of the 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 Unitsthereafter. The rights of each Requesting Purchaser to purchase Additional Units in excess of each such Requesting Purchaser's Pro Rata Share Each Person who subscribes for any of the Additional Units shall be based on the relative Pro Rata Shares of those Requesting Purchasers desiring Over-Allotment Amounts (or admitted as otherwise agreed to by such Requesting Purchasers). (iii) If not all an additional member of the Company (each, an "Additional Units are subscribed for Member" and collectively, 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 Members, the Company shall have the right, but shall not be required, to issue and 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 set forth in the Issuance Notice. The Managers may, in their 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 pre-emptive rights offeringCompany.

Additional Units. ‌ (a) The Managers are hereby authorized At the discretion of the Manager and subject to cause the Company to issue additional Unitsapproval of a Majority in Interest of the Class A Common Members, or options, rights, warrants or appreciation rights relating thereto, or any other type of equity security that the Company may lawfully issue 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: (“Additional 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 any Person, if the Managers determine in good faith that the Company has a need for additional Capital Contributions for any proper Company purposepurchase or otherwise acquire Units. (b) With respect In connection with any issuance or sale of additional Units or other interests in the Company pursuant to any Additional this Section 3.7, the acquiring Person shall, in exchange for such Units issued by the Company: (i) Prior or other interests, make Capital Contributions to the Company issuing, other than in an Excluded Issuanceamount 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 UnitsFunds 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, each Member 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 right power to purchase make any other amendments to this Agreement (including, without limitation, amending the number provisions of Article VI (Distributions; Allocations of Profits and Losses)) as the Manager deems necessary to authorize any such Units or amount other securities, provide for the relative rights, powers, preferences, duties, liabilities and obligations of Additional Units being issued such that after Units, or otherwise reflect or provide for such additional issuances, in each such issuancecase, such without the consent or approval of any Member will have unless the amendment would change any term of this Agreement which otherwise requires the consent or approval of Members holding a Percentage Majority in Interest equal of the Members or a Majority in Interest of the Class A Common Members, as the case may be, in order to its Percentage effectuate the change, in which event the consent or approval of Members holding a Majority in Interest immediately prior to such issuance (subject to subsection (ii) belowof the Members or a Majority in Interest of the Class A Common Members, as the maximum number or amount of Additional Units that can case may be, must first be purchased by a Member in a particular issuance shall be such Member's “Pro Rata Share”)obtained. (iid) The Company shall give each Member at least fifteen Subject to the restrictions in Article XII (15) days' prior Notice (Transfers; Admission of Members), upon the “Issuance Notice”) acquisition of any proposed issuance of Additional Units or other than an Excluded Issuance, which Issuance Notice shall set forth interests 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 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 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 sell the unsubscribed portion of the Additional Units to a Person or Persons other than who is not a Member, such Person shall execute and deliver a joinder to this Agreement and, subject to compliance with the Members at any time during the ninety (90) days following the termination of the Election Period pursuant to the terms and conditions set forth in Section 12.8 or Section 12.9 hereof, as applicable, such Person shall become a Member hereunder and shall be listed as a Member on the Issuance Notice. The Managers maySchedule of Members, in their discretiontogether with such Member’s address, impose such other reasonable number and customary terms class of Units and procedures such as setting a closing date, and requiring customary closing deliveries in connection with any pre-emptive rights offeringamount of Capital Contributions.

Additional Units. (a) The Managers are hereby If approved by a Majority Vote, the Company is authorized to cause raise additional capital by offering and selling, or causing to be offered and sold, additional limited liability company interests in 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 Person in such amounts and on such terms as the Managers determine in good faith that the Company has a need for additional Capital Contributions for any proper Company purpose. (b) Board may determine. With respect to any Additional issuance of Class D Units, or reissuance of Class D Units issued by that are forfeited in accordance with Schedule C hereto, the Company: approval of a Majority Vote of Members shall not be required with respect thereto; provided, that (i) Prior 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 Operating Company issuingand that person's direct reports shall be in such amounts as the Chairman of the Company recommends to the Board subject to the approval of the Board, and (ii) any issuance of Class D Units to any other than person shall be in an Excluded Issuancesuch 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 Company is not authorized to issue any Additional Units, each Member shall have additional Class C Units unless all of 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 Class C Holders consent 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 advance thereof. Each Person who subscribes for 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 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 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 admitted as an additional member of the Company (each, an "Additional Member" and collectively, 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 the relative Pro Rata Shares of those Requesting Purchasers desiring Over-Allotment Amounts (or as otherwise agreed to Schedules hereto. The legal fees and expenses associated with such admission may be borne by such Requesting Purchasers)the Company. (iiib) If not all of the Additional Units are subscribed issued pursuant to this Article XII such Additional Units will be treated for by the Members, the Company shall have the right, but shall not be required, to issue and sell the unsubscribed portion all purposes of this Agreement as Units as of the Additional Units to a Person or Persons other than the Members at any time during the ninety (90) days following the termination date of the Election Period pursuant to the terms and conditions set forth in the Issuance Notice. The Managers may, in their 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 pre-emptive rights offeringissuance.

Additional Units. (a) The Managers are hereby authorized to cause Additional Units and the interests in 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 represented by such Units shall be established by the Managers determine pursuant to the terms of this Agreement and shall be indicated in good faith that the Company has a need for additional Capital Contributions for any proper Company purposerecords of the Company. (b) With respect Subject to any Additional Sections 2.2(d) and 3.3(a), the Managers may, in their discretion, issue additional Units issued by the Company: to existing Members and/or to Persons who are not Members (i“Offered Units”). At least thirty (30) Prior days prior to the Company issuing, other than in an Excluded Issuance, any Additional Units, each Member date of the proposed issuance the Managers shall have provide written notice to the right to purchase Members of the number or amount terms 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 the proposed 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 Issuanceand shall grant to all Members the right (a “Preemptive Right”), which Issuance Notice shall subject to the limitations set forth in reasonable detail the proposed terms and conditions below, to subscribe for and, upon consummation of such issuance and shall offer to each Member the opportunity to 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 (which Pro Rata Share shall be calculated as of the date of such Issuance NoticeShare”) of the Additional Units at the same price, price and on the same terms and conditions and 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 time terms as the Additional Common Units are proposed convertible into other Common Units pursuant to Section 2.8, but which are otherwise identical to the Offered Units. Each Member shall be issued by the Company. If any Member wishes entitled to exercise its preemptive rights, it must do so such Preemptive Right for the Offered Units by delivering a binding and irrevocable giving written Notice notice to the Company Managers within thirty fifteen (3015) days after delivery by the Company receipt of the Issuance Notice (the “Election PeriodNotice”), which . 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 state be irrevocable on the amount 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 the number of Additional Units such participating Member (eachshall have specified in the Election Notice. If any Member does not purchase its Pro Rata Share within the time period provided, a “Requesting Purchaser”) would like then each of the Members that has elected to purchase up exercise its Preemptive Right shall have the right to a maximum amount equal to such Requesting Purchaser's exercise its Pro Rata Share of the total offering amount plus unexercised portion of the additional amount Offered Units. As soon as practicable, and in any event within ten (10) days, after the expiration of Additional the fifteen (15) day period set forth above, the Managers shall deliver written notice to the Members setting forth the number of Offered Units such Requesting Purchaser would like Member is entitled to purchase, the aggregate purchase in excess of his, her or its Pro Rata Share (price and the “Over-Allotment Amount”), if any, if other Members do not elect to purchase their full Pro Rata Share time and place 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 closing 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)transaction. (iiic) If not all Upon the expiration of the Additional Units are subscribed for by the Membersoffering periods described above, the Company shall have the right, but shall not be required, entitled to issue and sell the unsubscribed portion of the Additional such Offered Units which such Members have not elected to a Person or Persons other than the Members at any time purchase during the ninety (90) days following the termination such expiration, at a price that is not less than ninety-five percent (95%) of the Election Period pursuant to the terms and conditions price set forth in the Issuance Notice. The Managers may, in their discretion, impose such Notice and on other reasonable and customary terms and procedures conditions no more favorable to the purchasers thereof than those offered to such Members. Any Offered Units not sold by the Company 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, no Member shall have Preemptive Rights with respect to (i) the issuance of any Common Units after the date hereof for management incentive and/or compensation purposes for the benefit of employees as setting long as the number of such Units issued after the date hereof does not exceed 5% in the aggregate of the fully diluted Common Units, (ii) the issuance of up to 42,247 Class A Common Units and 42,247 Preferred Units (as such amounts may be adjusted to reflect the effects of Unit splits, Unit dividends and similar events) in exchange for units of Morning Pride Manufacturing LLC. (“Morning Pride”) held by ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Grilliots”) pursuant to the option agreement, as amended, between Morning Pride, Norcross Safety Products LLC., a closing dateDelaware limited liability company, and requiring customary closing deliveries the Grilliots (the “Option Agreement”), (iii) the issuance of 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 pre-emptive 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 offeringto acquire Common Units, issued after the date hereof, 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 group.

Additional Units. (a) The Managers are hereby authorized to cause Additional Units and the interests in 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 represented by such Units shall be established by the Managers determine pursuant to the terms of this Agreement and shall be indicated in good faith that the Company has a need for additional Capital Contributions for any proper Company purposerecords of the Company. (b) With respect Subject to any Additional SECTIONS 2.2(d) and 3.3(a), the Managers may, in their discretion, issue additional Units issued by the Company: to existing Members and/or to Persons who are not Members (i"OFFERED UNITS"). At least thirty (30) Prior days prior to the Company issuing, other than in an Excluded Issuance, any Additional Units, each Member date of the proposed issuance the Managers shall have 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 purchase the number or amount limitations set forth below, to subscribe for and, upon consummation of Additional Units being issued such that after each such issuance, purchase its pro rata share (for each Member, the percentage determined by dividing the number of Common Units held by such Member will have a Percentage Interest equal divided by the number of Common Units held by all Members) of each class and type of the Offered Units to its Percentage Interest immediately prior 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 issuance Member Units which have no voting rights (subject 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 subsection (ii) belowSECTION 2.8, but which are otherwise identical to the maximum number or amount of Additional Units that can be purchased by a Offered Units. Each Member in a particular issuance shall be entitled to exercise such Member's “Pro Rata Share”). (ii) The Company shall give each Member at least Preemptive Right for the Offered Units by giving written notice to the Managers within fifteen (15) days' prior days after receipt of the Issuance Notice (the “Issuance Notice”) "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 any proposed issuance its Preemptive Right. The delivery of Additional Units other than an Excluded Issuance, which Issuance Election Notice shall set forth be irrevocable on the Member delivering such Election Notice and each participating Member shall be bound and obligated to acquire in reasonable detail the proposed terms and conditions of any 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 same terms and conditions and at the same time as number of Units such participating Member shall have specified in the Additional Units are proposed to be issued by the CompanyElection Notice. If any Member wishes does not purchase its Pro Rata Share within the time period provided, then each of the Members that has elected to exercise its preemptive rights, it must do so by delivering a binding and irrevocable written Notice Preemptive Right shall have the right to the Company within thirty (30) days after delivery by the Company of the 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 exercise its Pro Rata Share of the total offering amount plus unexercised portion of the additional amount Offered Units. As soon as practicable, and in any event within ten (10) days, after the expiration of Additional the fifteen (15) day period set forth above, the Managers shall deliver written notice to the Members setting forth the number of Offered Units such Requesting Purchaser would like Member is entitled to purchase, the aggregate purchase in excess of his, her or its Pro Rata Share (price and the “Over-Allotment Amount”), if any, if other Members do not elect to purchase their full Pro Rata Share time and place 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 closing 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)transaction. (iiic) If not all Upon the expiration of the Additional Units are subscribed for by the Membersoffering periods described above, the Company shall have the right, but shall not be required, entitled to issue and sell the unsubscribed portion of the Additional such Offered Units which such Members have not elected to a Person or Persons other than the Members at any time purchase during the ninety (90) days following the termination such expiration, at a price that is not less than ninety-five percent (95%) of the Election Period pursuant to the terms and conditions price set forth in the Issuance Notice. The Managers may, in their discretion, impose such Notice and on other reasonable and customary terms and procedures conditions no more favorable to the purchasers thereof than those offered to such Members. Any Offered Units not sold by the Company 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, no Member shall have Preemptive Rights with respect to (i) the issuance of any Common Units after the date hereof for management incentive and/or compensation purposes for the benefit of employees as setting long as the number of such Units issued after the date hereof does not exceed 5% in the aggregate of the fully diluted Common Units, (ii) the issuance of up to 42,247 Class A Common Units and 42,247 Preferred Units (as such amounts may be adjusted to reflect the effects of Unit splits, Unit dividends and similar events) in exchange for units of Morning Pride Manufacturing L.L.C. ("MORNING PRIDE") held by ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "GRILLIOTS") pursuant to the option agreement, as amended, between Morning Pride, Norcross Safety Products L.L.C., a closing dateDelaware limited liability company, and requiring customary closing deliveries the Grilliots (the "OPTION AGREEMENT"), (iii) the issuance of 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 pre-emptive 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 offeringto acquire Common Units, issued after the date hereof, 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 group.