Private placement agreement outlining tag‑along, drag‑along, and co‑invest rights for KUE LLC investors

corresponding percentage of Class A Shares held by KUE LLC), the Investors may sell a pro rata portion of their Common LP Units and corresponding Class A Shares in the proposed transfer on the same terms and in exchange for the same consideration per Unit (and Class A Share) received by KUE LLC anzd its affiliates. Following the Initial Listing, the tag-along right will continue for certain Investors with respect to transfers for value of the Units (or units of the listed entity as the case may be) by the Principals or their affiliates to non-affiliates (excluding transfers on a recognized international securities exchange) above the following thresholds in one or more transactions: (i) 15% of the Principals’ original KUE holdings to any single buyer (or affiliates of that buyer) or (ii) 33% of the Principals' original KUE holdings in the aggregate. Drag-Along Right: Prior tc the Initial Listing, with respect to any proposed transfer of a majority of the Units held by KUE LLC to a, proposed non-affiliate purchaser (and, unless otherwise approved by the Board of Directors and the Independent Committee of the General Partner, a corresponding percentage of Class A Shares held by KUE LLC), the Investors may be required to sell a pro rata portion of their Units and corresponding Class A Shares in the proposed transfer on the same terms and in exchange for the same consideration received by KUE LLC. Co-Invest Right: Prior to the Initial Listing, if KUE proposes to issue for cash any Units or securities convertible into Units after the Offering Period (subject to certain exceptions), then KUE is required to offer to each Investor that is an accredited investor (as such term is defined in Regulation D) or otherwise legally eligible to participate in the offering, the right to purchase a pro rata portion of such securities. Prior to the Initial Listing, the Investors have substantially equivalent rights with respect to issuances of securities by the General Partner. Additional Listing of Investors’ Units: Beginning any time after six months after the Initial Listing, one or more holders holding an aggregate of $100 million of more of the Units may request KUE and the General Partner to take such action as may be necessary for their Units to be freely tradable and not subject to volume restrictions on the international securities exchange on which the Initial Listing occurred; provided that no more than one such action may be required in any 12 month period and customary cut-back and other provisions will apply in any such listing or underwritten transaction, as the case may be. KUE will use its commercially reasonable efforts to cause such action to cover such holders and the securities of any other holders legally eligible to participate in such action. 36 HOUSE_OVERSIGHT_024469