Common use of Publicly Traded Partnership Limitations Clause in Contracts

Publicly Traded Partnership Limitations. Generally speaking, the Code provides that an organization which is a publicly traded partnership (“PTP”) will be treated as a corporation for tax purposes. Therefore, the Board will not permit a Transfer if the Transfer would cause the Company to be treated as a PTP. The Code and the Regulations provide that if a specified number of Units are Transferred in any Fiscal Year, the Company will be treated as a PTP (the “PTP Limitations”). The Code and the Regulations, however, do provide that certain types of Transfers which are not counted toward the PTP Limitations. Those exemptions are generally the following (collectively, the “Exemptions”): ● A Transfer in which the basis of the Units in the hands of the transferee is determined, in whole or in part, by reference to its basis in the hands of the transferor or is determined under Code Section 732. ● A Transfer at death, including transfers from an estate or testamentary trust. ● A Transfer between members of a family, with family defined to include brothers and sisters, whether by the whole or half blood, spouse, ancestors (parents and grandparents only), and lineal descendants. Note that uncles, aunts and relatives through marriage are not included in this definition of “family.” Therefore, a proposed Transfer where the transferees are joint tenants will not fit within this Exemption, unless both joint tenants are related by family as defined in the Regulation. ● A Transfer involving the issuance of Units by (or on behalf of) the Company in exchange for cash, property, or services. ● A Transfer involving distributions from a retirement plan qualified under Code Section 401(a) or an individual retirement account. ● One or more Transfers by a Member and any related persons (within the meaning of Code Sections 267(b) or 707(b)(1)) during any thirty calendar day period of Units aggregating more than 2 % of the total outstanding Units. ● A Transfer pursuant to a redemption or repurchase agreement exercisable only on (i) the Member’s death, disability or mental incompetence, or (ii) the retirement or termination of the performance of services by an individual who had actively participated in the Company’s management or performed services on a full-time basis for the Company. ● A Transfer pursuant to a closed end redemption plan (a plan in which (i) the Company only issues Units with the initial offering, and (ii) no Member or person related to any Member provides contemporaneous opportunities to acquire interests in similar or related partnerships which represent substantially identical investments). ● A Transfer by one or more Members of Units representing in aggregate 50 percent or more of the total Units in one transaction or a series of related transactions. Generally speaking, the Board will not permit a Transfer if it does not meet one of the Exemptions. Since the PTP Limitations apply on a Fiscal Year basis, there may be instances where the Board may permit a Transfer even if it does not meet one of the Exemptions, to the extent the Company otherwise falls within the PTP Limitations for that Fiscal Year. The Board reserves the right to make its own determination as to whether (i) a proposed Transfer meets an Exemption, (ii) the Company will stay within the PTP Limitations for a Fiscal Year, and (iii) it should not permit a Transfer in any event.

Publicly Traded Partnership Limitations. Generally speaking, the Code provides that an organization which is a publicly publicly-traded partnership (“PTP”) will be treated as a corporation for tax purposes. Therefore, the Board Directors will not permit a Unit Transfer if the Transfer it would cause the Company SIRE to be treated as a PTP. The Code and the Regulations provide that if a specified number more than 2% of Units SIRE’s outstanding Securities are Transferred in any Fiscal Yearcalendar year, the Company SIRE will be treated as a PTP (the “PTP Limitations”). The Code and the Regulations, however, do Regulations provide that certain types of some Transfers which are not counted toward the PTP Limitations. Those exemptions , which are generally primarily the following (collectively, the “Exemptions”): ● A Transfer in which the basis of the Units Security is in the hands of the transferee Transferee is determined, in whole or in part, by reference to its basis in the hands of the transferor Transferor or is determined under Code Section 732§732 (such as a distribution from an entity taxed as a partnership to the partners). ● A Transfer at death, including transfers Transfers from an estate or testamentary trust. ● A Transfer between members of a family, with family defined to include brothers and sisters, whether by the whole or half blood, spouse, ancestors (parents and grandparents only), and lineal descendants. Note that uncles, aunts and relatives through marriage are not included in this definition of “family.” Therefore, a proposed Transfer where the transferees Transferees are joint tenants will not fit within this Exemption, unless both joint tenants are related by family as defined in the Regulation. ● A Transfer involving the issuance of Units Securities by (or on behalf of) the Company SIRE in exchange for cash, property, or services. ● A Transfer involving distributions from a retirement plan qualified under Code Section §401(a) or an individual retirement account. ● One or more Transfers by a Member and any related persons (within the meaning of Code Sections §267(b) or §707(b)(1)) during any thirty 30 calendar day period of Units Securities aggregating more than 2 2% of the total outstanding UnitsSecurities. ● A Transfer pursuant to a redemption or repurchase agreement exercisable only on (i) the Member’s death, disability or mental incompetence, or (ii) the retirement or termination of the performance of services by an individual who had actively participated in the Company’s management or performed services on a full-time basis for the Company. ● A Transfer pursuant to a closed end redemption plan (a plan in which (i) the Company only issues Units with the initial offering, and (ii) no Member or person related to any Member provides contemporaneous opportunities to acquire interests in similar or related partnerships which represent substantially identical investments). ● A Transfer by one or more Members of Units representing in aggregate 50 percent 50% or more of the total Units Securities in one transaction or a series of related transactions. Generally speaking, the Board Directors will not permit a Private Unit Transfer if it does not meet one of the Exemptions. Since the PTP Limitations apply on a Fiscal Year calendar year basis, there may be instances where the Board Directors may permit a Private Unit Transfer even if it does not meet one of the Exemptions, to the extent the Company we otherwise falls fall within the PTP Limitations for that Fiscal Yearcalendar year. The Board reserves For Private Unit Transfers, the Directors reserve the right to make its own determination as to whether (i) a proposed Transfer meets an Exemption, (ii) the Company we will stay within the PTP Limitations for a Fiscal Yearcalendar year, and (iii) it should not permit a Transfer in any event. In addition, the Code provides that Transfers of up to 10% of SIRE’s outstanding Securities in a calendar year through the QMS are not counted toward the PTP Limitations. For QMS Unit Transfers, the Directors reserve the right to make its own determination as to whether (i) a proposed QMS Unit Transfer does not exceed the 10% limit, (ii) we will stay within the PTP Limitations for a calendar year, and (iii) it should not permit a QMS Unit Transfer in any event.

Publicly Traded Partnership Limitations. Generally speaking, the Code provides that an organization which is a publicly traded partnership (“"PTP”") will be treated as a corporation for tax purposes. Therefore, the Board will not permit a Transfer if the Transfer would cause the Company to be treated as a PTP. The Code and the Regulations provide that if a specified number of Units are Transferred in any Fiscal Year, the Company will be treated as a PTP (the “"PTP Limitations”"). The Code and the Regulations, however, do provide that certain types of Transfers which are not counted toward the PTP Limitations. Those exemptions are generally the following (collectively, the “"Exemptions”"): ● * A Transfer in which the basis of the Units in the hands of the transferee is determined, in whole or in part, by reference to its basis in the hands of the transferor or is determined under Code Section 732. ● * A Transfer at death, including transfers from an estate or testamentary trust. ● * A Transfer between members of a family, with family defined to include brothers and sisters, whether by the whole or half blood, spouse, ancestors (parents and grandparents only), and lineal descendants. Note that uncles, aunts and relatives through marriage are not included in this definition of “"family.” " Therefore, a proposed Transfer where the transferees are joint tenants will not fit within this Exemption, unless both joint tenants are related by family as defined in the Regulation. ● * A Transfer involving the issuance of Units by (or on behalf of) the Company in exchange for cash, property, or services. ● * A Transfer involving distributions from a retirement plan qualified under Code Section 401(a) or an individual retirement account. ● * One or more Transfers by a Member and any related persons (within the meaning of Code Sections 267(b) or 707(b)(1)) during any thirty calendar day period of Units aggregating more than 2 % of the total outstanding Units. ● * A Transfer pursuant to a redemption or repurchase agreement exercisable only on (i) the Member’s 's death, disability or mental incompetence, or (ii) the retirement or termination of the performance of services by an individual who had actively participated in the Company’s 's management or performed services on a full-time basis for the Company. ● * A Transfer pursuant to a closed end redemption plan (a plan in which (i) the Company only issues Units with the initial offering, and (ii) no Member or person related to any Member provides contemporaneous opportunities to acquire interests in similar or related partnerships which represent substantially identical investments). ● * A Transfer by one or more Members of Units representing in aggregate 50 percent or more of the total Units in one transaction or a series of related transactions. Generally speaking, the Board will not permit a Transfer if it does not meet one of the Exemptions. Since the PTP Limitations apply on a Fiscal Year basis, there may be instances where the Board may permit a Transfer even if it does not meet one of the Exemptions, to the extent the Company otherwise falls within the PTP Limitations for that Fiscal Year. The Board reserves the right to make its own determination as to whether (i) a proposed Transfer meets an Exemption, (ii) the Company will stay within the PTP Limitations for a Fiscal Year, and (iii) it should not permit a Transfer in any event.