Rule 16(b) Exemption Clause Samples

Rule 16(b) Exemption. The General Partner has taken and will take all such steps as may be required to cause to qualify for exemption under Rule 16b-3(d) or (e), as applicable, under the Exchange Act, and be exempt for purposes of Section 16(b) under the Exchange Act, any acquisitions or dispositions of equity securities of the General Partner (including derivative securities with respect thereto) and any securities that may be deemed to be equity securities or derivative securities of the General Partner for such purposes that result from the transactions contemplated by this Agreement, by each director or officer of the General Partner (including directors-by-deputization) who may reasonably be expected to be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the General Partner upon the registration of any class of equity security of the General Partner pursuant to Section 12 of the Exchange Act.

Rule 16(b) Exemption. Prior to the execution of this Agreement, the Board has taken all such steps as may be necessary or appropriate to cause the transactions contemplated by this Agreement, including the disposition of the Notes, disposition of rights under the RIFA 2023 and RIFA 2024, the acquisitions of Series B Preferred Stock and upon conversion the disposition of Series B Preferred Stock and acquisition of Conversion Shares, by the Purchasers to be exempt under Rule 16b-3 promulgated under the Exchange Act.