During the period beginning on the date hereof and ending 36 months from the Closing Date (as defined in the Business Combination Agreement) (the “ Protection Period ”), for so long as Tema beneficially holds at least 20% of the total issued and outstanding Units of Rosehill LLC (excluding Tema’s beneficial ownership of Rosehill LLC through Tema’s ownership of Class A common stock of the Corporate Taxpayer), the Corporate Taxpayer shall not cause Rosehill LLC to sell, exchange or dispose of Contributed Assets (as defined in the Business Combination Agreement) in any twelve month period during the Protection Period if, following such disposition, the cumulative aggregate amount realized (as that term is defined in Section 1001 of the Code) from all dispositions of Contributed Assets during such twelve month period would be in excess of $40,000,000, without the consent of Tema, which consent may be granted or withheld in Tema’s sole discretion. The Corporate Taxpayer shall provide notice to Tema of any proposed disposition of Contributed Assets which would have an amount realized (as defined in Section 1001 of the Code) in excess of $20,000,000 and the material terms of such disposition no later than fifteen (15) Business Days prior to the proposed disposition.