outstanding Partnership Units of KUE

outstanding Partnership Units of KUE. Board of Directors: The General Partner will have a Board of Directors initially consisting of up to 13 persons. Following the first closing of the offering and prior to the “Initial Listing" (as defined below), the outside Investor (including its affiliates) holding the greatest number of shares in the General Partner at the first closing of the offering will appoint two directors of the General Partner and the holders of the Class B Shares will appoint the remaining directors. Following the fnitial appointment of the Board, the Board may, in its sole discretion, increase the number of directors, including to accommodate investors that invest subsequent to the initial closing of the offering of the Units, provided that the outside Investor appointing two directors pursuant to the paragraph above shall have the right to appoint additional directors as required to maintain a ratio of such Investor's designees to total Board members of not less than 2/15ths. “Independent Directors" of the Board of Directors of the General Partner shall be individuals who (a) are not (i) a Principal, (ii) a family member of a Principal, (iti) an employee of a Principal or any entity controlled by one or more cf the Principals, and (b) meet the definition of "independent director’ set forth in Rule 303A.02 of the New York Stock Exchange Listed Company Manual (as if the General Partner, the Partnership and each of its Subsidiaries were the “listed company’) , including any such individuals appointed by the Investors who otherwise satisfy the requirements of this definition. At the time of the final closing of this offering, the General Partner will have at least two Independent Directors. After the Initial Listing and so long as consistent with contractual, listing and licensing cbligations, a majority of the board of directors of the listed company will be Independent Directors. Initial Listing Process: "Initial Listing” means a listing on a recognized international securities exchange with a substantially concurrent underwritten offering generating gross proceeds of U.S. $200 million or more. “Initial Listing” refers to the Initial Listing of KUE or any successor or any subsidiary of KUE to which substantially all of KUE’s assets and liabilities have been transferred or are held. The General Partner may take and cause KUE to take such actions as the General Partner reasonably deems necessary to complete the initial Listing on the recognized internaiional securities exchange or exchanges selected by the General Partner, including without limitation a restructuring or reorganization or other transaction or asset transfer between or among KUE and any of its subsidiaries, and may require 33 HOUSE_OVERSIGHT_024466