BE REASONABLY SATISFACTORY TO THE
PARTNERSHIP, ADDRESSED TO THE PARTNERSHIP, TO THE EFFECT THAT (I) THE PROPOSED
TRANSFER OF THE SECURITIES IN QUESTION MAY BE EFFECTED WITHOUT REGISTRATION
UNDER THE SECURITIES ACT, (II) SUCH PROPOSED TRANSFER DOES NOT CALL INTO
QUESTION THE EXEMPTION FROM REGISTRATION UNDER WHICH SUCH CLOSING COMMON UNITS
WERE INITIALLY ISSUED BY THE PARTNERSHIP TO SELLER AND (III) THE PROPOSED
TRANSFEREE IS A CITIZEN OF THE UNITED STATES WITHIN THE MEANING OF SECTION 2 OF
THE SHIPPING ACT, 1916, AS AMENDED, FOR THE PURPOSE OF OPERATING VESSELS IN THE
COASTWISE TRADE OF THE UNITED STATES.
ANY SUCH LEGAL OPINION MUST BE REASONABLY
SATISFACTORY TO THE PARTNERSHIP AND MUST STATE THAT IT MAY ALSO BE RELIED UPON
BY ANY APPLICABLE TRANSFER AGENT OR STOCK EXCHANGE OR COUNSEL TO THE
PARTNERSHIP.
THE PARTNERSHIP MAY ALSO REQUIRE A CERTIFICATE OF THE TRANSFEROR
THAT CERTIFIES AS TO MATTERS THAT ASSIST THE PARTNERSHIP IN ESTABLISHING
COMPLIANCE WITH SECURITIES LAWS AS AT THE TIME OF THE PROPOSED TRANSFER
(INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS RELATING TO THE PROPOSED
TRANSFER AND THE TRANSFEREE OF THE TYPE SET FORTH IN SECTION 3.31 HERETO).
(C)
UPON COMPLIANCE WITH THE TERMS HEREOF TO THE REASONABLE
SATISFACTION OF THE PARTNERSHIP, THE TRANSFEROR SHALL BE ENTITLED TO TRANSFER
SUCH SECURITIES IN ACCORDANCE WITH THE TERMS OF THE NOTICE DELIVERED BY THE
TRANSFEROR TO THE PARTNERSHIP.
EACH CERTIFICATE EVIDENCING THE CLOSING COMMON
UNITS SO TRANSFERRED SHALL BEAR AN APPROPRIATE RESTRICTIVE LEGEND REASONABLY
DEEMED APPROPRIATE BY THE PARTNERSHIP, INCLUDING ANY APPROPRIATE LEGEND RELATING
TO THE RESTRICTIONS AND OBLIGATIONS SET FORTH IN THIS SECTION 5.11 AND IN
SECTION 3.31 HERETO.
(D)
THE TRANSFEROR WILL, PRIOR TO ANY TRANSFER (UNLESS SUCH
TRANSFER IS MADE PURSUANT TO RULE 144 OR AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT), CAUSE ANY TRANSFEREE OF THE CLOSING COMMON UNITS TO
ENTER INTO AN AGREEMENT WITH THE PARTNERSHIP THAT THE TRANSFEREE WILL TAKE AND
HOLD SUCH SECURITIES SUBJECT TO THE PROVISIONS AND UPON THE CONDITIONS SPECIFIED
IN THIS SECTION 5.11 AND IN SECTION 3.31 HERETO.
(E)
THE PARTNERSHIP MAY ISSUE STOP TRANSFER INSTRUCTIONS TO ANY
TRANSFER AGENT FOR THE COMMON UNITS IN ORDER TO IMPLEMENT ANY RESTRICTION ON
TRANSFER CONTEMPLATED BY THIS SECTION 5.11 OR SECTION 3.31 HERETO.
THE CLOSING
COMMON UNITS SHALL CONTAIN THE FOLLOWING LEGEND:
THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES LAW.
SUCH UNITS MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
PARTNERSHIP AS TO THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION THAT SUCH
REGISTRATION IS NOT REQUIRED AND THAT ANY PROSPECTUS DELIVERY REQUIREMENTS ARE
NOT
31
APPLICABLE.
THE UNITS WERE ISSUED PURSUANT TO AN AGREEMENT WHICH INCLUDES
ADDITIONAL RESTRICTIONS ON THEIR TRANSFER AND COPIES OF SUCH AGREEMENT MAY BE
OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
CERTIFICATE TO THE SECRETARY OF THE PARTNERSHIP