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pursuant to their Preferred Return (such fraction to be equal to the portion of the Units held by the Profits Participation Limited Partner attributable to members of the Profits Participation Limited Partner other than the Principals), multiplied by the number of Units held by the Profits Participation Limited Partner divided by the number of outstanding Units other than those Units held by the Profits Participation Limited Partner; (iii) third, for the Profits Participation Limited Partner to receive an amount equal to a fraction of the amount the Common Limited Partners and the General Partner received pursuant to their Preferred Return (such fraction to be equal to the portion of the Units held by the Profits Participation Limited Partner attributable to members of the Profits Participation Limited Partner who are Principals or their affiliates), multiplied by the number of Units held by the Profits Participation Limited Partner divided by the number of outstanding Units other than those Units held by the Profits Participation Limited Partner; and (iv) finally, for all Partners (including the Profits Participation Limited Partner) to share in the profits of the Partnership in proportion to the number of Units held by them.

The General Partner may, in its discretion, when establishing the capital structure of subsidiaries or joint ventures, provide for a capital structure which provides for high-vote and low-vote (or non-voting) securities with substantially equivalent economic rights intended to correspond to the voting and economic structure of KUE (taking into account differences in legal form, such that corporate subsidiaries do not have specified distribution or liquidation rights with respect to common stock). Notwithstanding any contrary provisions below addressing equal merger consideration, to the extent securities of an entity corresponding to the voting structure of KUE are to be distributed to the Partners, the high-vote securities shall be distributed to KUE LLC for purposes of maintaining the voting structure subsequent to such distribution, as long as the securities otherwise have substantially equivalent economic rights and the high-vote securities have mandatory conversion features equivalent to the mandatory conversion features of the Class B Shares of the General Partner (as discussed below), it being understood that securities with high-voting rights shall not be deemed to have a higher economic value than securities with limited or no voting rights solely by reason of the disparity in voting rights.

14.10. Allocations of Income and Losses

In general (and subject to certain special tax and regulatory allocations), income and gains of KUE will be allocated to the Partners in the following priority:

• First, to the General Partner in an amount equal to the losses previously allocated to the General Partner pursuant to the third bullet in the losses allocation from the inception of KUE, less all income previously allocated to the General Partner pursuant to this bullet;

• Second, to the Common Limited Partners and the General Partner in proportion to and to the extent of the excess of their unreturned capital contributions over their adjusted capital account balances;

• Third, pursuant to subsections (a) and (b) in proportion as follows: (a) to the Common Limited Partners and the General Partner in proportion to and to the extent of the excess of: (i) the sum of their unreturned capital contributions and their undistributed Preferred Returns; over (ii) their adjusted capital account balances; and (b) to the Profits Participation Limited Partner an amount of income such that the amount of Income allocated pursuant to Subsections (a) and (b) of this bullet are in the same proportions as the distributions pursuant to Subsections (a) and (b) of the second bullet of 14.9 above would be in if cash, in the same amount as the income, were being distributed pursuant to the second bullet of 14.9 above;

• Fourth, to the Profits Participation Limited Partner in the amount necessary to ensure, as promptly as possible and to the extent feasible, that the cumulative net income of KUE for all periods since its inception shall have been allocated to the Common Limited Partners, the Profits Participation Limited Partner, and the General Partner in proportion to the number of Units held by each such Partner; and

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