Common use of TRANSFERS OF INTERESTS AND ASSIGNMENTS; WITHDRAWAL Clause in Contracts

TRANSFERS OF INTERESTS AND ASSIGNMENTS; WITHDRAWAL. EXPULSION; PURCHASE OF A MEMBER’S INTEREST; BUY-SELL AGREEMENT; RIGHT OF FIRST REFUSAL 16 8.1 GENERAL RESTRICTIONS 16 8.2 PERMITTED TRANSFERS 17 8.3 SUBSTITUTE MEMBERS 17 8.4 EFFECT OF ADMISSION AS A SUBSTITUTE MEMBER 18 8.5 ADDITIONAL MEMBERS 18 8.6 PURCHASE OF A MEMBER’S INTEREST 18 8.7 DRAG ALONG RIGHTS 20 8.8 PURCHASE TERMS VARIED BY AGREEMENT 20 8.9 EXPULSION 20 ARTICLE 9. DISSOLUTION AND TERMINATION 20 9.1 EVENTS CAUSING DISSOLUTION 20 9.2 NOTICES TO SECRETARY OF STATE 21 9.3 CASH DISTRIBUTIONS UPON DISSOLUTION 21 9.4 IN-KIND 22 ARTICLE 10. ACCOUNTING AND BANK ACCOUNTS 22 10.1 FISCAL YEAR AND ACCOUNTING METHOD 22 10.2 BOOKS AND RECORDS 22 10.3 BOOKS AND FINANCIAL REPORTS 23 10.4 TAX RETURNS AND ELECTIONS 23 10.5 BANK ACCOUNTS 23 ARTICLE 11. MISCELLANEOUS 24 11.1 TITLE TO PROPERTY; NO PARTITION 24 11.2 WAIVER OF DEFAULT 24 11.3 NOTICE 24 11.4 AMENDMENT 25 11.5 NO THIRD PARTY RIGHTS 25 11.6 SEVERABILITY 25 11.7 NATURE OF INTEREST IN THE COMPANY 25 11.8 BINDING AGREEMENT 25 11.9 HEADINGS 25 11.10 WORD MEANINGS 26 11.11 COUNTERPARTS 26 11.12 ENTIRE AGREEMENT 26 11.13 REPRESENTATIONS AND ACKNOWLEDGMENTS 26 11.14 MEMBER’S REPRESENTATIVE 26 11.15 DISPUTE RESOLUTION AND ARBITRATION 27 11.16 NON DISCLOSURE 27 11.17 GOVERNING LAW 27 SCHEDULE A - RESERVED 1 SCHEDULE B – TAXES 1

TRANSFERS OF INTERESTS AND ASSIGNMENTS; WITHDRAWAL. EXPULSION; PURCHASE OF A MEMBER’S INTEREST; BUY-SELL AGREEMENT; RIGHT OF FIRST REFUSAL 16 15 8.1 GENERAL RESTRICTIONS 16 15 8.2 PERMITTED TRANSFERS 17 16 8.3 SUBSTITUTE MEMBERS 17 16 8.4 EFFECT OF ADMISSION AS A SUBSTITUTE MEMBER 18 16 8.5 ADDITIONAL MEMBERS 18 17 8.6 PURCHASE OF A MEMBER’S INTEREST 18 17 8.7 DRAG ALONG RIGHTS 20 18 8.8 PURCHASE TERMS VARIED BY AGREEMENT 20 19 8.9 EXPULSION 20 19 ARTICLE 9. DISSOLUTION AND TERMINATION 20 19 9.1 EVENTS CAUSING DISSOLUTION 20 19 9.2 NOTICES TO SECRETARY OF STATE 21 19 9.3 CASH DISTRIBUTIONS UPON DISSOLUTION 21 20 9.4 IN-KIND 22 20 ARTICLE 10. ACCOUNTING AND BANK ACCOUNTS 22 10.1 FISCAL YEAR AND ACCOUNTING METHOD 22 20 10.2 BOOKS AND RECORDS 22 20 10.3 BOOKS AND FINANCIAL REPORTS 23 21 10.4 TAX RETURNS AND ELECTIONS 23 22 10.5 BANK ACCOUNTS 23 22 ARTICLE 11. MISCELLANEOUS 24 22 11.1 TITLE TO PROPERTY; NO PARTITION 24 22 11.2 WAIVER OF DEFAULT 24 22 11.3 NOTICE 24 22 11.4 AMENDMENT 25 23 11.5 NO THIRD PARTY RIGHTS 25 23 11.6 SEVERABILITY 25 23 11.7 NATURE OF INTEREST IN THE COMPANY 25 23 11.8 BINDING AGREEMENT 25 23 11.9 HEADINGS 25 23 11.10 WORD MEANINGS 26 24 11.11 COUNTERPARTS 26 24 11.12 ENTIRE AGREEMENT 26 24 11.13 REPRESENTATIONS AND ACKNOWLEDGMENTS 26 24 11.14 MEMBER’S REPRESENTATIVE 26 24 11.15 DISPUTE RESOLUTION AND ARBITRATION 27 25 11.16 NON DISCLOSURE 27 25 11.17 GOVERNING LAW 27 25 SCHEDULE A - RESERVED 1 SCHEDULE B – - TAXES 1