COMMON STOCK OUTSTANDING AND (B) THE NUMBER OF
COMPANY INTERESTS HELD BY CPE OF EACH TYPE OR KIND ISSUED AND THE NUMBER OF
CORRESPONDING CPE SECURITIES (OF SUCH TYPE OR KIND ISSUED) OUTSTANDING, AND SUCH
PROVISIONS SHALL BE INTERPRETED CONSISTENTLY WITH SUCH INTENT.
(H)
NOTICE.
CPE SHALL GIVE WRITTEN NOTICE THEREOF TO ALL HOLDERS OF
UNITS (BASED ON THE LEDGER OF OWNERSHIP OF THE COMPANY) AT LEAST TWENTY (20)
DAYS PRIOR TO (I) THE DATE ON WHICH CPE SETS A RECORD DATE FOR DETERMINING
RIGHTS IN CONNECTION WITH A (X) MERGER, TENDER OFFER, REORGANIZATION,
RECAPITALIZATION, RECLASSIFICATION OR OTHER CHANGE IN THE CAPITAL STRUCTURE OF
CPE (Y) ANY TRANSACTION IDENTIFIED IN SECTION 3.3(E) OR (Z) ANY DIVIDEND OR
DISTRIBUTION (INCLUDING IN LIQUIDATION) AND (II) IF NO SUCH RECORD DATE IS SET,
THE DATE OF SUCH FOREGOING EVENT.
(I)
TRANSFER.
UPON ANY TRANSFER PERMITTED UNDER THIS AGREEMENT, THE
MANAGER SHALL RECORD IN EXHIBIT A OF THE COMPANY (I) THE NUMBER, TYPE AND KIND
OF UNITS BEING TRANSFERRED BY THE TRANSFERRING MEMBER, (II) THE NUMBER, TYPE AND
KIND OF UNITS TRANSFERRED TO THE TRANSFEREE AND (III) THE REMAINING NUMBER, TYPE
AND KIND OF UNITS HELD BY THE TRANSFERRING MEMBER.
3.4
AUTHORIZATION AND ISSUANCE OF ADDITIONAL UNITS.
(A)
GENERAL.
THE COMPANY SHALL ONLY BE PERMITTED TO ISSUE ADDITIONAL
UNITS OR OTHER EQUITY INTERESTS IN THE COMPANY TO THE PERSONS AND ON THE TERMS
AND CONDITIONS PROVIDED FOR IN SECTION 3.3, THIS SECTION 3.4 AND SECTION 9.1.
NO EQUITY COMPENSATION IN THE FORM OF UNITS OR OTHER COMPANY INTERESTS MAY BE
ISSUED BY THE COMPANY.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE
MANAGER MAY CAUSE THE COMPANY TO ISSUE ADDITIONAL UNITS AUTHORIZED UNDER THIS
AGREEMENT AT SUCH TIMES AND UPON SUCH TERMS AS THE MANAGER SHALL DETERMINE.
THIS AGREEMENT SHALL BE AMENDED AS NECESSARY IN CONNECTION WITH THE ISSUANCE OF
ADDITIONAL UNITS AND COMPANY INTERESTS AND THE ADMISSION OF ADDITIONAL MEMBERS
UNDER THIS AGREEMENT, EACH IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 10.2
OF THIS AGREEMENT.
(B)
EQUITY COMPENSATION ISSUED BY CPE.
(I)
IN CONNECTION WITH THE EXERCISE OF OPTIONS OR WARRANTS UNDER THE
CPE 2009 LONG-TERM INCENTIVE PLAN OR ANY SIMILAR OR SUCCESSOR EQUITY INCENTIVE
PLAN OF CPE (THE "CPE 2009 LONG TERM INCENTIVE PLAN"), CPE SHALL HAVE THE RIGHT
TO ACQUIRE ADDITIONAL COMMON MEMBERSHIP UNITS FROM THE COMPANY.
CPE SHALL
EXERCISE ITS RIGHTS UNDER THIS SECTION 3.4(B)(I) BY GIVING WRITTEN NOTICE (THE
"EQUITY COMPENSATION NOTICE") TO THE COMPANY AND ALL MEMBERS FOLLOWING EXERCISE
OF THE OPTIONS.
THE EQUITY COMPENSATION NOTICE SHALL SPECIFY THE NET NUMBER OF
SHARES OF CPE COMMON STOCK ACTUALLY ISSUED BY CPE TO THIRD PARTIES PURSUANT TO
EXERCISE OF THE OPTIONS OR WARRANTS.
THE COMPANY SHALL ISSUE THE COMMON
MEMBERSHIP UNITS TO WHICH CPE IS ENTITLED UNDER THIS SECTION 3.4(B)(I) WITHIN
THREE (3) BUSINESS DAYS AFTER DELIVERY OF THE EQUITY COMPENSATION NOTICE (TO BE
EFFECTIVE IMMEDIATELY PRIOR TO THE CLOSE OF BUSINESS ON SUCH DATE).
THE NUMBER
OF ADDITIONAL COMMON MEMBERSHIP UNITS THAT CPE SHALL BE ENTITLED TO RECEIVE