REDEMPTION AND EXIT PROVISIONS. 69 Section 11.1 Redemption of Class B Preferred Units 69 Section 11.2 Monetization Sale 70 Section 11.3 IPO; Conversion to a Corporation 74 ARTICLE XII MISCELLANEOUS PROVISIONS 77 Section 12.1 Addresses and Notices 77 Section 12.2 Confidentiality 77 Section 12.3 Fees and Expenses 78 Section 12.4 Amendments 79 Section 12.5 Remedies 79 Section 12.6 Successors and Assigns 79 Section 12.7 Severability 79 Section 12.8 Counterparts; Binding Agreement 79 Section 12.9 Creditors 79 Section 12.10 No Waiver 79 Section 12.11 Further Action 80 Section 12.12 No Offset Against Amounts Payable 80 Section 12.13 Entire Agreement 80 Section 12.14 Governing Law 80 Section 12.15 Consent to Jurisdiction; Waiver of Trial by Jury 80 Section 12.16 Construction; Interpretation 81 Section 12.17 No Third Party Beneficiaries 81 Section 12.18 Time is of the Essence 81 Section 12.19 No Recourse 82 Section 12.20 Termination of Employment Arrangements. 82 SCHEDULES Schedule of Members EXHIBITS Exhibit A Initial Budget Exhibit B Qualified Opportunities Exhibit C Incentive Unit Award Agreement (Form) Exhibit D Spousal Consent iii LEVO MOBILITY LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Levo Mobility LLC, a Delaware limited liability company (the “Company”), is made and entered into as of August 4, 2021 (the “Execution Date”), by and among Nuvve Corporation, a Delaware corporation (“Nuvve”), Stonepeak Rocket Holdings LP, a Delaware limited partnership (“Stonepeak”), and Evolve Transition Infrastructure LP, a Delaware limited partnership (“Evolve”).
REDEMPTION AND EXIT PROVISIONS. Section 11.1Redemption of Class B Preferred Units.
REDEMPTION AND EXIT PROVISIONS. 57 14.1 Optional Redemption of Preferred Units at Election of the Partnership 57 14.2 Optional Redemption of Preferred Units at Election of Required Preferred Holders 58 14.3 Exit Transactions 58 ARTICLE XV GENERAL PROVISIONS 63 15.1 Amendments 63 15.2 Remedies 64 15.3 Successors and Assigns 64 15.4 Severability 64 15.5 Counterparts; Binding Agreement 64 15.6 Applicable Law 64 15.7 Addresses and Notices 64 15.8 Creditors 65 15.9 No Waiver 65 15.10 Further Action 65 15.11 No Offset Against Amounts Payable 65 15.12 Entire Agreement; Integrated Transaction 65 15.13 Delivery by Facsimile 66 15.14 Survival 66 15.15 Consent to Jurisdiction; Waiver of Trial by Jury 66 15.16 Construction; Interpretation 67 15.17 No Third Party Beneficiaries 67 15.18 Outside Counsel 67 15.19 Time is of the Essence 68 15.20 No Recourse 68 15.21 Public Disclosure 68 15.22 Partnership Covenants, Representations and Warranties 69 EXHIBITS Exhibit A - Form of Purchase and Sale Agreement SCHEDULE Schedule A - Schedule of Limited Partners AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SN EF UNSUB, LP THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SN EF UNSUB, LP, a Delaware limited partnership (the “Partnership”) is entered as of [·], 2017 (the “Effective Date”), by and among SN EF UnSub GP, LLC, a Delaware limited liability company, as the general partner, and the Limited Partners as limited partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Securities Purchase Agreement.
REDEMPTION AND EXIT PROVISIONS
