Common use of Certification of Units Clause in Contracts

Certification of Units. (a) The Board in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such Member. (b) In the event that the Board shall issue certificates representing Units in accordance with Section 3.11(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLC. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. (a) The Board in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such Member. (b) In the event that the Board shall issue certificates representing Units in accordance with Section 3.11(a3.12(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLC. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. (a) The Board in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such Member. (b) In the event that the Board shall issue certificates representing Units in accordance with Section 3.11(a3.06(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AN AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. (a) The Board Manager in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such Member. (b) In the event that the Board Manager shall issue certificates representing Units in accordance with Section 3.11(a4.11(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AN AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. (a) 3.2.1 The Board in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such Member. Common Units and Preferred Units shall be represented by separate certificates. (b) 3.2.2 Certificates representing Common Units and Preferred Units shall be in such forms as are approved by the Board. In the event that the Board shall issue certificates representing Units in accordance with Section 3.11(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AMENDED AND RESTATED A LIMITED LIABILITY COMPANY AGREEMENT AGREEMENT, AS AMENDED FROM TIME TO TIME, AMONG MEMX HOLDINGS LLC THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. (a) The Board Manager in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such Member.Member.‌ (b) In the event that the Board Manager shall issue certificates representing Units in accordance with Section 3.11(a4.11(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AMENDED AND RESTATED A LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. Holdings LLC may (abut need not) The Board in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by (“Certificated Units”). If any Certificated Units are issued, such Member. (b) In the event that the Board shall issue certificates representing Certificated Units in accordance with Section 3.11(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall will bear a legend substantially in the following formform and substance as follows: “THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC AND ITS MEMBERSWERE ORIGINALLY ISSUED ON , A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLC. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND (“STATE ACTS”). SUCH UNITS MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION STATEMENT EFFECTIVE UNDER SUCH THE ACT AND LAWS, STATE ACTS OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER. “THE TRANSFER OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THAT CERTAIN SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF JANUARY 4, 2013, AS AMENDED AND MODIFIED FROM TIME TO TIME, GOVERNING THE ISSUER OF THE UNITS (THE “COMPANY”), AND BY AND AMONG THE COMPANY AND ITS MEMBERS (THE “LLC AGREEMENT”). THE UNITS REPRESENTED BY THIS CERTIFICATE MAY ALSO BE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, VESTING PROVISIONS, REPURCHASE OPTIONS, OFFSET RIGHTS AND FORFEITURE PROVISIONS SET FORTH IN THE LLC AGREEMENT AND/OR IN A SEPARATE AGREEMENT WITH THE INITIAL HOLDER. A COPY OF ANY SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY BY THE HOLDER OF THE UNITS UPON WRITTEN REQUEST AND WITHOUT CHARGE.” If a Holder of Certificated Units delivers to Holdings LLC an opinion of counsel, satisfactory in form and substance to the Board (which opinion may be waived by the Board), that no subsequent Transfer of such Units will require registration under the Securities Act, Holdings LLC will promptly upon such contemplated Transfer deliver new Certificated Units which do not bear the portion of the restrictive legend relating to the Securities Act set forth in this Section 3.6.

Certification of Units. (a) The Board in its sole discretion Manager may, but shall not be required to, issue certificates to the Members representing the Units held by such Member. (b) In If the event that the Board Manager shall issue certificates representing Units in accordance with Section 3.11(a4.05(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units Membership Interests shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH A SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES ACTS OR LAWS OF ANY STATE IN RELIANCE UPON EXEMPTIONS UNDER THOSE ACTS. THE SALE OR OTHER DISPOSITION OF SUCH UNITS IS RESTRICTED AS STATED IN THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, AND IN ANY EVENT IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT ACTS AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. (a) The Board in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such Member. (b) In the event that the Board shall issue certificates representing Units in accordance with Section 3.11(a3.06(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AMENDED AND RESTATED AN LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. If any Class A Member so elects at any time, (ai) each Member will enter into an amendment to this Agreement which provides that this Section 11.01 will be amended and restated to allow for the certification of the Units and (ii) the Company will cause the Units in the Company to be evidenced by certificates. The Board Company will maintain books for the purpose of registering the transfer of Units. In the event a Class A Member elects to have its Units certificated, each certificate or other documents representing Units shall bear the following legend until such time as the Units represented thereby is no longer subject to the provisions hereof or such legend is no longer applicable (as determined by the Company in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such Member. (b) In the event that the Board shall issue certificates representing Units in accordance with Section 3.11(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: direction): “THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLC. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR NOR UNDER ANY OTHER APPLICABLE STATE SECURITIES LAWS LAWS, AND MAY NOT BE SOLD, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED ENCUMBERED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A OF IN THE ABSENCE OF SUCH REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION THEREFROM UNDER SAID ACT OR SUCH LAWS AND THE RULES AND REGULATIONS THEREUNDER. THE VOTING, SALE, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, DATED AS OF MARCH 1, 2019 (AS THE SAME MAY BE AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED FROM REGISTRATION THEREUNDERTIME TO TIME), A COPY OF WHICH MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.” The Company will instruct any transfer agent not to register the Transfer of any Units until the conditions specified in the foregoing legend and this Agreement are satisfied.

Certification of Units. (a) The Board in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such Member. (b) In the event that the Board shall issue certificates representing Units in accordance with Section 3.11(a3.05(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS TIIIS CERTIFICATE ARE SUBJECT TO THE FOURTH AMENDED AND RESTATED A LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE CERTIFICATE. MAY BE MADE EXCEPT IN ACCORDANCE WITH WITB THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE EFFECTNE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. Each Unit shall be represented by a certificate in the form attached hereto as Schedule C (aan “LLC Certificate”) The Board and shall be imprinted with a legend in its sole discretion maysubstantially the following form, but shall not be required to, issue certificates to the Members representing the Units held by such Member. (b) In the event that the Board shall issue certificates representing Units in accordance with Section 3.11(a), then in addition to any other legend applicable legends required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in under the following formEscrow Agreement: “THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLC. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR UNDER ANY OTHER APPLICABLE STATE SECURITIES LAWS (“STATE ACTS”) AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED PLEDGED OR TRANSFERRED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT EFFECTIVE UNDER SUCH THE ACT AND LAWS, OR (B) PURSUANT TO STATE ACTS OR AN EXEMPTION THEREFROM. THE TRANSFER OF THE UNITS REPRESENTED BY THIS LLC CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF JUNE 19, 2007, AS AMENDED AND MODIFIED FROM REGISTRATION THEREUNDERTIME TO TIME, GOVERNING THE ISSUER (THE “COMPANY”) AND BY AND AMONG CERTAIN INVESTORS. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.” (a) Upon the conversion of each Member’s A Xxxxx, X Xxxxx, X Xxxxx, X Units and M Units referred to in Section 2.01, and upon each subsequent issuance of Units to any Member in accordance with the provisions of this Agreement, the LLC shall issue one or more LLC Certificates in the name of such Member. Each such LLC Certificate shall be denominated in terms of the number of Units evidenced by such LLC Certificate and shall be signed by the Manager on behalf of the LLC. (b) The LLC shall issue a new LLC Certificate in place of any LLC Certificate previously issued if the holder of the Units represented by such LLC Certificate, as reflected on the books and records of the LLC: (i) makes proof by affidavit, in form and substance satisfactory to the Manager, that such previously issued LLC Certificate has been lost, stolen or destroyed; (ii) requests the issuance of a new LLC Certificate before the Manager has notice that such previously issued LLC Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the Manager, delivers to the LLC a bond, in form and substance satisfactory to the Manager, with such surety or sureties as the Manager may direct, to indemnify the LLC and the Manager against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued LLC Certificate; and (iv) satisfies any other reasonable requirements imposed by the Manager and any applicable requirements under the Escrow Agreement. (c) Upon a Member’s Transfer of any or all of the Units represented by an LLC Certificate in compliance with Article VIII hereof, the transferee of such Units shall deliver such LLC Certificate to the Manager for cancellation, and the Manager shall thereupon issue a new LLC Certificate to such transferee for the Units being transferred and, if applicable, cause to be issued to such transferor a new LLC Certificate for that number of Units represented by the canceled LLC Certificate which are not being transferred.

Certification of Units. (a) The Board in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such MemberMember and any such Units shall be denominated as to the specific class thereof. (b) In the event that the Board shall issue certificates representing Units in accordance with Section 3.11(a3.03(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE A FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. (a) The Board Manager in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such Member. (b) Members. In the event that the Board Manager shall issue certificates representing Units in accordance with Section 3.11(a)Units, then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AMENDED AND RESTATED A LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION HYPOTHECATION, OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED HYPOTHECATED, OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, LAWS OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. (a) The Board in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such Member. (b) In the event that the Board shall issue certificates representing Units in accordance with Section 3.11(a3.12(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLC. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. (a) The Board in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such Member. (b) In the event that the Board shall issue certificates representing Units in accordance with Section 3.11(a)3.03(a) , then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AN OPERATING AGREEMENT AMONG MEMX HOLDINGS LLC THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY OPERATING AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. (a) The Board in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such Memberthe Members. (b) In the event that If the Board shall issue issues certificates representing Units in accordance with Section 3.11(a4.05(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AMENDED AND RESTATED A LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT PURSUANT TO (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. (a) The Board in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such Member. (b) In the event that the Board shall issue certificates representing Units in accordance with Section 3.11(a3.08(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AN AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. (a) The Board in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such Member. (b) In the event that the Board shall issue certificates representing Units in accordance with Section 3.11(a3.05(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AMENDED AND RESTATED A LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. (a) The Board Committee in its sole discretion may, but shall will not be required to, cause the Company to issue certificates to the Members representing the Units held by such Member. (b) In the event that the Board shall Company will issue certificates representing the Units in accordance with Section 3.11(a3.06(a), then in addition to any other legend required by Applicable Lawthe Act, all certificates representing issued and outstanding Units shall will bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AMENDED AND RESTATED A LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC THE COMPANY AND ITS MEMBERS, AS AMENDED, RESTATED, SUPPLEMENTED AND/OR OTHERWISE MODIFIED FROM TIME TO TIME, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS LAWS, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. (a) The Board in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such Member. (b) In the event that the Board shall issue certificates representing Units in accordance with Section 3.11(a3.08(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE A FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY, AND MAY BE AMENDED OR RESTATED FROM TIME TO TIME. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, AS AMENDED. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDERREGISTRATION.

Certification of Units. (a) The Board in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such Member. (b) In the event that the Board shall issue certificates representing Units in accordance with Section 3.11(a3.04(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AMENDED AND RESTATED A LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. (a) The Board in its sole discretion may, but shall not be required to, cause the Company to issue to each Member a certificate or certificates to the Members representing the Units held by such the Member. (b) . In the event that the Board shall issue certificates representing Units in accordance with Section 3.11(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: “THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AMENDED AND RESTATED A LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT. “THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS 1933 AND MAY NOT BE TRANSFERREDOFFERED FOR SALE, SOLD, ASSIGNED, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT AN OPINION OF COUNSEL SATISFACTORY TO AN EXEMPTION FROM THE ISSUE THAT SUCH REGISTRATION THEREUNDERIS NOT REQUIRED.”

Certification of Units. (a) The Board in its sole discretion may, but Executive Committee shall not be required to, issue certificates (the “Certificates”) to the Members representing the Units held by such Member, as such Units may be adjusted from time to time in accordance with this Agreement. (b) In the event that the Board shall issue certificates representing Units in accordance with Section 3.11(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units Certificates shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TO, AND THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY NUMBER OF UNITS REFLECTED ON IT MAY BE ADJUSTED AS PROVIDED FOR IN, THE OPERATING AGREEMENT AMONG MEMX HOLDINGS LLC THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY OPERATING AGREEMENT. NEITHER THE OFFER NOR SALE OF UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND LAWS. THE UNITS MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT PURSUANT TO (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDERSUCH REGISTRATION. (c) The Certificates representing the Class A Units shall bear an additional legend substantially in the following form: THE CLASS A UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO PURCHASE RIGHTS CONTAINED IN THE OPERATING AGREEMENT REFERRED TO IN THE LEGEND ABOVE. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE WHICH WOULD IN ANY WAY AFFECT THE APPLICABLE PROVISIONS OF THE OPERATING AGREEMENT RELATING TO SUCH PURCHASE RIGHTS.

Certification of Units. (a) The Board in its sole discretion Company may, but shall not be required to, issue certificates to the Members representing the Units Membership Interests held by such Member. (b) In If the event that the Board shall issue Company issues certificates representing Units in accordance with Section 3.11(a)Membership Interests, then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units Membership Interests shall bear a legend substantially in the following form: THE UNITS MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AN OPERATING AGREEMENT AMONG MEMX HOLDINGS LLC THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION HYPOTHECATION, OR OTHER DISPOSITION OF THE UNITS MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY THAT OPERATING AGREEMENT. THE UNITS MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED HYPOTHECATED, OR OTHERWISE DISPOSED EXCEPT PURSUANT TO (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. (a) The Board Managing Member in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such MemberMembers. (b) In the event that the Board Managing Member shall issue certificates representing Units in accordance with Section 3.11(a3.05(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AMENDED AND RESTATED A LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION HYPOTHECATION, OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED HYPOTHECATED, OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, LAWS OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. (a) The Board Managers in its their sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such MemberMembers. (b) In the event that the Board Managers shall issue certificates representing Units in accordance with Section 3.11(a3.06(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT AMONG MEMX HOLDINGS LLC AND ITS MEMBERSOF THE COMPANY, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AMENDED AND RESTATED OPERATING AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. (a) The Board in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such Member. (b) In the event that the Board shall issue certificates representing Units in accordance with Section 3.11(a3.08(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH A FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY, AND MAY BE AMENDED OR RESTATED FROM TIME TO TIME. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, AS AMENDED. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDERREGISTRATION.

Certification of Units. (a) The Board Managing Member in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such Member. (b) In the event that the Board Managing Member shall issue certificates representing Units in accordance with Section 3.11(a3.08(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AMENDED AND RESTATED A LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. (a) The Board in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such Member. (b) In the event that the Board shall issue certificates representing Units in accordance with Section 3.11(a3.06(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AN AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, LAWS OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. (a) The Board Manager in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such Member. (b) In the event that the Board Manager shall issue certificates representing Units in accordance with Section 3.11(a3.04(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AMENDED AND RESTATED A LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. (a) The Board in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such MemberMember and any such Units shall be denominated as to the specific class thereof. (b) In the event that the Board shall issue certificates representing Units in accordance with Section 3.11(a3.03(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH A FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT. 16 THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.

Certification of Units. Each Unit shall be represented by a certificate in the form attached hereto as Schedule C (aan "LLC Certificate") The Board and shall be imprinted with a legend in its sole discretion maysubstantially the following form, but shall not be required to, issue certificates to the Members representing the Units held by such Member. (b) In the event that the Board shall issue certificates representing Units in accordance with Section 3.11(a), then in addition to any other legend applicable legends required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in under the following formEscrow Agreement: "THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLC. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER ANY OTHER APPLICABLE STATE SECURITIES LAWS ("STATE ACTS") AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED PLEDGED OR TRANSFERRED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT EFFECTIVE UNDER SUCH THE ACT AND LAWS, OR (B) PURSUANT TO STATE ACTS OR AN EXEMPTION THEREFROM. THE TRANSFER OF THE UNITS REPRESENTED BY THIS LLC CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF [__________], AS AMENDED AND MODIFIED FROM REGISTRATION THEREUNDERTIME TO TIME, GOVERNING THE ISSUER (THE "COMPANY") AND BY AND AMONG CERTAIN INVESTORS. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE." (a) Upon the conversion of each Member's A Units, B Units, C Units, D Units and M Units referred to in Section 0.00, xxx xxxx xxxx xxxxxxxent issuance of Units to any Member in accordance with the provisions of this Agreement, the LLC shall issue one or more LLC Certificates in the name of such Member. Each such LLC Certificate shall be denominated in terms of the number of Units evidenced by such LLC Certificate and shall be signed by the Manager on behalf of the LLC. (b) The LLC shall issue a new LLC Certificate in place of any LLC Certificate previously issued if the holder of the Units represented by such LLC Certificate, as reflected on the books and records of the LLC: (i) makes proof by affidavit, in form and substance satisfactory to the Manager, that such previously issued LLC Certificate has been lost, stolen or destroyed; (ii) requests the issuance of a new LLC Certificate before the Manager has notice that such previously issued LLC Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the Manager, delivers to the LLC a bond, in form and substance satisfactory to the Manager, with such surety or sureties as the Manager may direct, to indemnify the LLC and the Manager against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued LLC Certificate; and (iv) satisfies any other reasonable requirements imposed by the Manager and any applicable requirements under the Escrow Agreement. (c) Upon a Member's Transfer of any or all of the Units represented by an LLC Certificate in compliance with Article VIII hereof, the transferee of such Units shall deliver such LLC Certificate to the Manager for cancellation, and the Manager shall thereupon issue a new LLC Certificate to such transferee for the Units being transferred and, if applicable, cause to be issued to such transferor a new LLC Certificate for that number of Units represented by the canceled LLC Certificate which are not being transferred.

Certification of Units. (a) The Board in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such Member. (b) In the event that the Board shall issue certificates representing Units in accordance with Section 3.11(a3.06(a), then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AMENDED AND RESTATED A LIMITED LIABILITY COMPANY AGREEMENT AMONG MEMX HOLDINGS LLC THE COMPANY AND ITS MEMBERS, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION OR QUALIFICATION THEREUNDER.

Certification of Units. (a) The Board in its sole discretion may, but shall not be required to, issue certificates to the Members representing the Units held by such Member. (b) Members. In the event that the Board shall issue certificates representing Units in accordance with this Section 3.11(a)3.05, then in addition to any other legend required by Applicable Law, all certificates representing issued and outstanding Units shall bear a legend substantially in the following form: THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT AMONG MEMX HOLDINGS LLC AND ITS MEMBERSOF THE COMPANY, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MEMX HOLDINGS LLCTHE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY OPERATING AGREEMENT. THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER SUCH ACT AND LAWS, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.