Common use of General Restrictions on Transfer Clause in Contracts

General Restrictions on Transfer. (a) Except as permitted pursuant to Section 8.02 or in accordance with the procedures set forth in this Section 9.01, no Member shall Transfer all or any portion of its Membership Interest in the Company, except with the written consent of the Majority Members. No Transfer of Membership Interests to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01(b) hereof. (b) Notwithstanding any other provision of this Agreement (including Section 8.02), each Member agrees that it will not Transfer all or any portion of its Membership Interest in the Company, and the Company agrees that it shall not issue any Membership Interests: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Membership Interests, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a "publicly traded partnership" under Section 7704(b) of the Code within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulations Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company's existence or qualification as a limited liability company under NRS; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause the Company to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (vi) if such Transfer or issuance would cause the assets of the Company to be deemed "Plan Assets" as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any "prohibited transaction" thereunder involving the Company. (c) Any Transfer or attempted Transfer of any Membership Interest in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company's books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner of such Membership Interest for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of a Membership Interest permitted by this Agreement shall be deemed a sale, transfer, assignment, or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, or other disposal of any less than all of the rights and benefits described in the definition of the term "Membership Interest," unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Except Each Member acknowledges and agrees that such Member (or any Permitted Transferee of such Member) shall not Transfer any Units or Unit Equivalents except as permitted pursuant to Section 8.02 9.02 or in accordance with the procedures set forth described in this Section 9.01, no Member shall Transfer all or any portion of its Membership Interest in the Company, except with the written consent of the Majority Members. No Transfer of Membership Interests to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with 9.03 and Section 4.01(b) hereof9.04. (b) Notwithstanding any other provision of this Agreement (including Section 8.029.02), each Member agrees that it will not not, directly or indirectly, Transfer all or any portion of its Membership Interest in the CompanyUnits, and the Company agrees that it shall not issue any Membership InterestsUnits: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Membership InterestsUnits, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a "“publicly traded partnership" ” under Section 7704(b) of the Code within the meaning of Treasury Regulations Regulation Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulations Regulation Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company's ’s existence or qualification as a limited liability company under NRSthe Delaware Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (vivii) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed "“Plan Assets" ” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any "“prohibited transaction" ” thereunder involving the CompanyCompany or any Company Subsidiary. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority. (c) Any Transfer or attempted Transfer of any Membership Interest Units in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company's ’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner of such Membership Interest Units for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of a Membership Interest permitted by this Agreement shall be deemed a sale, transfer, assignment, or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, or other disposal of any less than all of the rights and benefits described in the definition of the term "Membership Interest," unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Except Until the consummation of a Qualified Public Offering, no Member or Warrant Holder (or any Permitted Transferee of such Member or Warrant Holder) may Transfer any Units or Unit Equivalents except as permitted pursuant to Section 8.02 10.02 or in accordance with the procedures set forth described in this Section 9.0110.03 through Section 10.08, no Member shall Transfer all or any portion of its Membership Interest in the Company, except with the written consent of the Majority Members. No Transfer of Membership Interests to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01(b) hereofapplicable. (b) Notwithstanding any other provision of this Agreement (including Section 8.0210.02), each prior to the consummation of a Qualified Public Offering, no Member agrees that it will not or Warrant Holder may, directly or indirectly, Transfer all or any portion of its Membership Interest in the CompanyUnits or Unit Equivalents, and the Company agrees that it shall not issue any Membership InterestsUnits or Unit Equivalents: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, laws and then, with respect to a Transfer of Membership InterestsUnits or Unit Equivalents, if requested by the Company, only upon delivery to the Company of an opinion of counsel (including internal counsel) in form and substance reasonably satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would require the Company to register any class or series of Units or Unit Equivalents under the Exchange Act; (iii) if such Transfer would cause the Company to be considered a "“publicly traded partnership" ” under Section 7704(b) of the Code within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulations Section 1.7704-1(h)(3); (iiiiv) if such Transfer or issuance would affect the Company's ’s existence or qualification as a limited liability company under NRSthe Delaware Act; (ivv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (vvi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or; (vivii) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed "“Plan Assets" ” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any "“prohibited transaction" ” thereunder involving the CompanyCompany or any Company Subsidiary; or (viii) to any Disqualified Lender as defined in the Credit Agreement or any other Person reasonably determined by the Board to be a competitor of the Company or any Company Subsidiary. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority. (c) Any Transfer or attempted Transfer of any Membership Interest Units or Unit Equivalents in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company's ’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner of such Membership Interest Units or Unit Equivalents for all purposes of this Agreement. (d) No Transfer of Units or Unit Equivalents to a Person not already a Member of the Company or otherwise a party to this Agreement shall be completed or effective as against the Company, any Member or any Warrant Holder unless and until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01(b) hereof or otherwise becomes a party to this Agreement. (e) For the avoidance of doubt, any Transfer of Units or Unit Equivalents permitted by Section 10.02 or made in accordance with the procedures described in Section 10.03 through Section 10.08, as applicable, and purporting to be a sale, transfer, assignment or other disposal of the entire Membership Interest permitted represented by this Agreement such Units or Unit Equivalents, inclusive of all the rights and benefits applicable to such Membership Interest as described in the definition of the term Membership Interest, shall be deemed a sale, transfer, assignment, assignment or other disposal disposition of such Membership Interest in its entirety as intended by the parties to such Transfer, Transfer and shall not be considered or deemed to be a sale, transfer, assignment, assignment or other disposal disposition of any less than all of the rights and benefits described in the definition of the term "Membership Interest," , unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Except Each Member acknowledges and agrees that such Member (or any Permitted Transferee of such Member) shall not Transfer any Units except as permitted pursuant to Section 8.02 7.02 or in accordance with the procedures set forth in this Section 9.017.03, no as applicable. Notwithstanding the foregoing or anything herein to the contrary, Transfers of Class B Units shall not be permitted except: (i) as permitted pursuant to Section 7.02; (ii) when required of a Drag-Along Member shall Transfer all or any portion of its Membership Interest in the Company, except pursuant to Section 7.03; or (iii) with the prior written consent of the Majority Managing Member or the Class A Requisite Members. No Except as provided in Section 4.06, no Transfer of Membership Interests Units to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01(b) hereof4.02(b). (b) Notwithstanding any other provision of this Agreement (including Section 8.027.02), each Member agrees that it such Member will not Transfer all or any portion of its Membership Interest in the Companysuch Member's Units, and the Company agrees that it shall not issue any Membership InterestsUnits: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Membership InterestsUnits, if requested by the Managing Member, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a "publicly traded partnership" under Code Section 7704(b) of the Code within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulations Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company's existence or qualification as a limited liability company under NRSthe Delaware Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership corporation for federal income tax purposes; (v) if such Transfer or issuance would cause the Company to be required to register as an investment company under the Investment Company Act of 1940, as amended; or; (vi) if such Transfer or issuance would cause the assets of the Company to be deemed "Plan Assets" as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any "prohibited transaction" thereunder involving the Company; or (vii) in the case of a Transfer, if the Managing Member, acting in good faith, determines that such Transfer could have a material adverse effect on the Company as a result of any regulatory or other requirement or restriction imposed by any Governmental Authority. (c) Any Transfer or attempted Transfer of any Membership Interest Units in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company's books books, and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner of such Membership Interest Units for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of Units permitted by Section 7.02 or made in accordance with the procedures described in Section 7.03, as applicable, and purporting to be a sale, transfer, assignment, or other disposal of the entire Membership Interest permitted represented by this Agreement such Units, inclusive of all the rights and benefits applicable to such Membership Interest as described in the definition of the term "Membership Interest," shall be deemed a sale, transfer, assignment, or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, or other disposal of any less than all of the rights and benefits described in the definition of the term "Membership Interest," unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Except as permitted pursuant to Section 8.02 9.02 or in accordance with the procedures set forth in this Section 9.019.03, no Member shall Transfer all or any portion of its Membership Interest in the Company, except with the written consent of the Majority Members. No Transfer of Membership Interests to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01(b) hereof.hereof.‌ (b) Notwithstanding any other provision of this Agreement (including Section 8.029.02), each Member agrees that it will not Transfer all or any portion of its Membership Interest in the Company, and the Company agrees that it shall not issue any Membership Interests:Interests:‌ (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Membership Interests, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a "publicly traded partnership" under Section 7704(b) of the Code within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulations Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company's existence or qualification as a limited liability company under NRSthe RLLCA; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (vivii) if such Transfer or issuance would cause the assets of the Company to be deemed "Plan Assets" as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any "prohibited transaction" thereunder involving the Company. (c) Any Transfer or attempted Transfer of any Membership Interest in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company's books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner of such Membership Interest for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of a Membership Interest permitted by this Agreement shall be deemed a sale, transfer, assignment, assignment or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, assignment or other disposal of any less than all of the rights and benefits described in the definition of the term "Membership Interest," unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Except as permitted pursuant to Section 8.02 or in accordance with the procedures set forth in this Section 9.01, no No Member shall Transfer all or any portion of its Membership Interest Units in the Company, except with Company without the written consent of the Majority MembersManager (which consent may be granted or withheld in the sole discretion of the Manager). No Transfer of Membership Interests Units to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee transferee is admitted as a Member of the Company in accordance with Section 4.01(b) hereof4.1. (b) Notwithstanding any other provision of this Agreement (including Section 8.029.2), each Member agrees that it will not not, directly or indirectly, Transfer all or any portion of its Membership Interest in the CompanyUnits, and the Company agrees that it shall not issue any Membership InterestsUnits: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Membership InterestsUnits, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a "“publicly traded partnership" ” under Section 7704(b) of the Code within the meaning of Treasury Regulations Regulation Section 1.7704-1(h)(1)(ii), including the look-look- through rule in Treasury Regulations Regulation Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company's ’s existence or qualification as a limited liability company under NRSthe Delaware Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (vivii) if such Transfer or issuance would cause the assets of the Company to be deemed "“Plan Assets" ” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any "“prohibited transaction" ” thereunder involving the Company. In any event, the Manager may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority. (c) Any Transfer or attempted Transfer of any Membership Interest Units in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company's ’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner of such Membership Interest Units for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of Units permitted by Section 9.2 and purporting to be a sale, transfer, assignment or other disposal of the entire Membership Interest permitted represented by this Agreement such Units, inclusive of all the rights and benefits applicable to such Membership Interest as described in the definition of the term “Membership Interest,” shall be deemed a sale, transfer, assignment, assignment or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, or other disposal of any less than all of the rights and benefits described in the definition of the term "Membership Interest," unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Except No Member (or any Permitted Transferee of a Member) shall Transfer any Units or Unit Equivalents without the prior written consent of the Managers except as permitted pursuant to Section 8.02 9.02 or in accordance with the procedures set forth described in this Section 9.01, no Member shall Transfer all 9.03 or any portion of its Membership Interest in the Company, except with the Section 9.04. Such written consent of may specify the Majority Membersrights and obligations the Transferee shall have, including whether the Transferee is to be admitted as a Member. No Transfer of Membership Interests Units or Unit Equivalents to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member requirements of the Company in accordance with Section 4.01(b) hereofhave been satisfied. (b) Notwithstanding any other provision of this Agreement (including Section 8.029.02), each no Member agrees that it will not Transfer all (or any portion Permitted Transferee of a Member) shall, directly or indirectly, Transfer any of its Membership Interest in the CompanyUnits or Unit Equivalents, and the Company agrees that it shall not issue any Membership InterestsUnits or Unit Equivalents: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Membership InterestsUnits or Unit Equivalents, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a "“publicly traded partnership" ” under Section 7704(b) of the Code within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulations Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company's ’s existence or qualification as a limited liability company under NRSthe Georgia Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership disregarded entity (or, for any period in which there is more than one Member holding Class A Units, a partnership) for federal income tax purposes; (v) if such Transfer or issuance would cause the Company to be required to register as an investment company under the Investment Company Act of 1940, as amended; or; (vi) if such Transfer or issuance would cause the assets of the Company to be deemed "“Plan Assets" ” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any "“prohibited transaction" ” thereunder involving the Company; or (vii) until the transferee provides the Company with any know-your-customer or other information as may reasonably be requested by the Company. In any event, the Managers may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority. (c) Any Transfer or attempted Transfer of any Membership Interest Units or Unit Equivalents in violation of this Agreement shall be null and void, and no such Transfer shall be recorded on the Company's ’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner of such Membership Interest Units or Unit Equivalents for all any purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of a Membership Interest Units or Unit Equivalents permitted by this Agreement Section 9.02 or made in accordance with the procedures described in Section 9.03 or Section 9.04, as applicable, and purporting to be a sale, transfer, assignment or other disposal of the entire Ownership Interest represented by such Units or Unit Equivalents, inclusive of all the rights and benefits applicable to such Ownership Interest as described in the definition of the term “Ownership Interest,” shall be deemed a sale, transfer, assignment, assignment or other disposal of such Membership Ownership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, assignment or other disposal of any less than all of the rights and benefits described in the definition of the term "Membership “Ownership Interest," ” unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Except as permitted pursuant to Section 8.02 9.02 or in accordance with the procedures set forth in this Section 9.019.03 or Section 9.04, no Member shall Transfer all or any portion of its Membership Interest in the Company, except with the written consent of the Majority MembersUnits. No Transfer of Membership Interests Units to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01(b5.01(b) hereof. (b) Notwithstanding any other provision of this Agreement (including Section 8.029.02), each Member agrees that it will not Transfer all or any portion of its Membership Interest in the CompanyUnits, and the Company agrees that it shall not issue any Membership Interestsnew Units: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Membership InterestsUnits, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a "“publicly traded partnership" ” under Section 7704(b) of the Code within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulations Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company's ’s existence or qualification as a limited liability company under NRSthe Delaware Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause the Company to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (vi) if such Transfer or issuance would cause the assets of the Company to be deemed "“Plan Assets" ” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any "“prohibited transaction" ” thereunder involving the Company. (c) Any Transfer or attempted Transfer of any Membership Interest Units in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company's ’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner of such Membership Interest Units for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of a Membership Interest Units permitted by this Agreement shall be deemed a sale, transfer, assignment, assignment or other disposal of such Membership Interest Units in its their entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, assignment or other disposal of any less than all of the rights and benefits described in the definition of the term "Membership Interest," such Units unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Except Each Member acknowledges and agrees that, until the consummation of a Qualified Public Offering, such Member (or any Permitted Transferee of such Member) shall not Transfer any Units or Unit Equivalents except as permitted pursuant to Section 8.02 11.02 or in accordance with the procedures described in Section 11.03 through Section 11.06, as applicable. Notwithstanding the foregoing or anything in this Agreement to the contrary, (i) Transfers of Incentive Units shall not be permitted prior to the consummation of a Qualified Public Offering except: (A) pursuant to Section 11.02; (B) when required of a Drag along Member pursuant to Section 11.04; (C) as set forth in this Section 9.01, no Member shall Transfer all or any portion of its Membership Interest 11.06; or (D) as set forth in the Company, except with the written consent of the Majority Members. No Transfer of Membership Interests to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01(b) hereofIncentive Plan or applicable Award Agreement. (b) Notwithstanding any other provision of this Agreement (including Section 8.0211.02), prior to the consummation of a Qualified Public Offering, each Member agrees that it will not not, directly or indirectly, Transfer all or any portion of its Membership Interest in the CompanyUnits or Unit Equivalents, and the Company agrees that it shall not issue any Membership InterestsUnits or Unit Equivalents: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Membership InterestsUnits or Unit Equivalents, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a "“publicly traded partnership" ” under Section 7704(b) of the Code within the meaning of Treasury Regulations Regulation Section 1.7704-1(h)(1)(iil(h)(l)(ii), including the look-through rule in Treasury Regulations Regulation Section 1.7704-1(h)(3l(h.)(3); (iii) if such Transfer or issuance would affect the Company's ’s existence or qualification as a limited liability company under NRSthe Delaware Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (vivii) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed "“Plan Assets" ” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any "“prohibited transaction" ” thereunder involving the CompanyCompany or any Company Subsidiary. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority. (c) Any Transfer or attempted Transfer of any Membership Interest Units or Unit Equivalents in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company's ’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner of such Membership Interest Units or Unit Equivalents for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of Units or Unit Equivalents permitted by Section 11.02 or made in accordance with the procedures described in Section 11.03 through Section 11.06, as applicable, and purporting to be a sale, transfer, assignment or other disposal of the entire Membership Interest permitted represented by this Agreement such Units or Unit Equivalents, inclusive of all the rights and benefits applicable to such Membership Interest as described in the definition of the term “Membership Interest,” shall be deemed a sale, transfer, assignment, assignment or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, assignment or other disposal of any less than all of the rights and benefits described in the definition of the term "“Membership Interest," ” unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Except Each Member acknowledges and agrees that such Member (or any Permitted Transferee of such Member) shall not Transfer any Units except as permitted pursuant to Section 8.02 9.02 or in accordance with the procedures set forth in this Section 9.019.03, no Member shall Transfer all or any portion of its Membership Interest in the Company, except with the written consent of the Majority Membersas applicable. No Transfer of Membership Interests Units to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01(b) hereof4.02(b). (b) Notwithstanding any other provision of this Agreement (including Section 8.029.02), each Member agrees that it such Member will not Transfer all or any portion of its Membership Interest in the Companysuch Member's Units, and the Company agrees that it shall not issue any Membership InterestsUnits: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Membership InterestsUnits, if requested by the Managing Member, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a "publicly traded partnership" under Code Section 7704(b) of the Code within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulations Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company's existence or qualification as a limited liability company under NRSthe DLLCA; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause the Company to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (vi) if such Transfer or issuance would cause the assets of the Company to be deemed "Plan Assets" as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any "prohibited transaction" thereunder involving the Company. (c) Any Transfer or attempted Transfer of any Membership Interest Units in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company's books books, and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner of such Membership Interest Units for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of a Membership Interest Units permitted by this Agreement shall be deemed a sale, transfer, assignment, or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, or other disposal of any less than all of the rights and benefits described in the definition of the term "Membership Interest," unless otherwise explicitly agreed to by the parties to such Transfer.Section

General Restrictions on Transfer. (a) Except as permitted pursuant to Section 8.02 or in accordance with the procedures set forth in this Section 9.01, no Each Member shall Transfer all or any portion of its Membership Interest in the Company, except with the written consent of the Majority Members. No Transfer of Membership Interests to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01(b) hereof. (b) Notwithstanding any other provision of this Agreement (including Section 8.02), each Member acknowledges and agrees that it will not not, directly or indirectly, Transfer all or any portion of its Membership Interest in the CompanyUnits or Unit Equivalents, and the Company agrees that it shall not issue any Membership InterestsUnits or Unit Equivalents: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Membership InterestsUnits or Unit Equivalents, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a "“publicly traded partnership" ” under Code Section 7704(b) of the Code within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulations Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company's ’s existence or qualification as a limited liability company under NRSthe Colorado Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (vivii) if such Transfer or issuance would cause the assets of the Company or any of the Subsidiaries to be deemed "“Plan Assets" ” as defined under for purposes of the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any "“prohibited transaction" ” thereunder involving the CompanyCompany or any Subsidiary. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority. (cb) Any Transfer or attempted Transfer of any Membership Interest Units or Unit Equivalents in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company's ’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner holder of such Membership Interest Units or Unit Equivalents for all purposes of this Agreement. (dc) For the avoidance of doubt, any Transfer of Units or Unit Equivalents permitted by Section 10.02 or made in accordance with the procedures described in Section 10.03, as applicable, and purporting to be a sale, transfer, assignment or other disposal of the entire Membership Interest permitted represented by this Agreement such Units or Unit Equivalents, inclusive of all the rights and benefits applicable to such Membership Interest as described in the definition of the term “Membership Interest,” shall be deemed a sale, transfer, assignment, assignment or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, assignment or other disposal of any less than all of the rights and benefits described in the definition of the term "“Membership Interest," ” unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Except Each Member holding Common Units or Unit Equivalents with respect to Common Units acknowledges and agrees that such Member (or any Permitted Transferee of such Member) shall not Transfer any Common Units or Unit Equivalents with respect to Common Units without the written consent of the Managing Member except as permitted pursuant to Section 8.02 or in accordance with the procedures set forth in this Section 9.01, no Member shall Transfer all or any portion of its Membership Interest in the Company, except with the written consent of the Majority Members. 10.02. (b) No Transfer of Membership Interests Units or Unit Equivalents to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01(b) hereof. (bc) Notwithstanding any other provision of this Agreement (including Section 8.02), 10.02) each Member agrees that it will not not, directly or indirectly, Transfer all or any portion of its Membership Interest in the CompanyUnits or Unit Equivalents, and the Company agrees that it shall not issue any Membership InterestsUnits or Unit Equivalents: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Membership InterestsUnits or Unit Equivalents, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance occurs prior to the Corporate Election Effective Date and would cause the Company to be considered a "“publicly traded partnership" ” under Section 7704(b) of the Code within the meaning of Treasury Regulations Regulation Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulations Regulation Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company's ’s existence or qualification as a limited liability company under NRScompany; (iv) if such Transfer or issuance occurs prior to the Corporate Election Effective Date and would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance occurs prior to the Corporate Election Effective Date and would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or or (vivii) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed "“Plan Assets" ” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any "“prohibited transaction" ” thereunder involving the CompanyCompany or any Company Subsidiary; or (vii) to a Person that would be an Affected Member at the time of Transfer. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority. (cd) Any Transfer or attempted Transfer of any Membership Interest Units or Unit Equivalents in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company's ’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner of such Membership Interest Units or Unit Equivalents for all purposes of this Agreement. (de) For the avoidance of doubt, any Transfer of a Membership Interest Units or Unit Equivalents permitted by this Agreement Section 10.01, Section 10.02 or made in accordance with the procedures described in Section 10.04, and purporting to be a sale, transfer, assignment or other disposal of the entire Membership Interest represented by such Units or Unit Equivalents, inclusive of all the rights and benefits applicable to such Membership Interest, shall be deemed a sale, transfer, assignment, assignment or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, assignment or other disposal of any less than all of the rights and benefits described in the definition of the term "Membership Interest," Interest unless otherwise explicitly agreed to by the parties to such Transfer. (f) For the avoidance of doubt, a Member holding Preferred Units may Transfer any Preferred Units without consent of the Managing Member or the Members, provided, that such Transfer complies with this Section 10.01.

General Restrictions on Transfer. (a) Except as permitted pursuant to Section 8.02 2.02(b) or in accordance with the procedures set forth in this Section 9.017.03, Section 9.01 or Section 7.05, no Member shall Transfer all or any portion of its Membership Interest in the Company, except with the written consent of the Majority Members. No Transfer of Membership Interests to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01(b) 2.04 hereof. (b) Notwithstanding any other provision of this Agreement (including Section 8.022.02(b)), each Member agrees that it will not Transfer all or any portion of its Membership Interest in the Company, and the Company agrees that it shall not issue any Membership Interests: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Membership Interests, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a "“publicly traded partnership" ” under Section 7704(b) of the Code within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulations Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company's ’s existence or qualification as a limited liability company under NRSthe Delaware Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause the Company to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (vi) if such Transfer or issuance would cause the assets of the Company to be deemed "“Plan Assets" ” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any "“prohibited transaction" ” thereunder involving the Company. (c) Any Transfer or attempted Transfer of any Membership Interest in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company's ’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner of such Membership Interest for all purposes of this Agreement. (d) Except as provided in Section 2.04(b), no Transfer (including a Permitted Transfer) of Membership Interests to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee (including a Permitted Transferee) is admitted as a Member of the Company in accordance with Section 2.03(b) hereof. (e) For the avoidance of doubt, any Transfer of a Membership Interest permitted by this Agreement shall be deemed a sale, transfer, assignment, assignment or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, assignment or other disposal of any less than all of the rights and benefits described in the definition of the term "“Membership Interest," ” unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Except as permitted pursuant to Section 8.02 or in accordance with the procedures set forth in this Section 9.016.02, no Member shall Transfer all or any portion of its Membership Interest in the Company, except with the advance written consent of the Majority MembersManager. No Transfer of Membership Interests to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01(b) 2.03 hereof. Additionally, each Member agrees that prior to any Transfer of all or any portion of its Membership Interest in the Company, such Member shall comply with the provisions of Section 6.05. (b) Notwithstanding any other provision of this Agreement (including Section 8.026.02), each Member agrees that it will not Transfer all or any portion of its Membership Interest in the Company, and the Company agrees that it shall not issue any Membership Interests: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Membership Interests, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a "“publicly traded partnership" ” under Section 7704(b) of the Code within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulations Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company's ’s existence or qualification as a limited liability company under NRSthe Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (vivii) if such Transfer or issuance would cause the assets of the Company to be deemed "“Plan Assets" ” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any "“prohibited transaction" ” thereunder involving the Company. (c) Any Transfer or attempted Transfer of any Membership Interest in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company's ’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner of such Membership Interest for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of a Membership Interest permitted by this Agreement shall be deemed a sale, transfer, assignment, or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, or other disposal of any less than all of the rights and benefits described in the definition of the term "“Membership Interest," ” unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Except as permitted pursuant to Section 8.02 9.02 or in accordance with the procedures set forth in this Section 9.019.03, no Member shall Transfer all or any portion of its Membership Interest in the Company, Company except with the written consent of the Majority MembersInterest. No Transfer of Membership Interests to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01(b) hereof. (b) Notwithstanding any other provision of this Agreement (including Section 8.029.02), each Member agrees that it will not Transfer all or any portion of its Membership Interest in the Company, and the Company agrees that it shall not issue any Membership Interests: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Membership Interests, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act;; SugarRush 5058, LLCOperating AgreementPage 30 of 53 (ii) if such Transfer or issuance would cause the Company to be considered a "“publicly traded partnership" ” under Section 7704(b) of the Code within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulations Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company's ’s existence or qualification as a limited liability company under NRSRULLCA; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause the Company to be required to register as an investment company under the Investment Company Act of 1940, as amended; (vi) if such Transfer or issuance would cause the Company to lose any of the Licenses, or would otherwise materially impair the Company’s compliance with Applicable Law; or (vivii) if such Transfer or issuance would cause the assets of the Company to be deemed "“Plan Assets" ” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any "“prohibited transaction" ” thereunder involving the Company. (c) Any Transfer or attempted Transfer of any Membership Interest in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company's ’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner of such Membership Interest for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of a Membership Interest permitted by this Agreement shall be deemed a sale, transfer, assignment, or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, or other disposal of any less than all of the rights and benefits described in the definition of the term "“Membership Interest," ” unless otherwise explicitly agreed to in writing by the parties to such TransferMajority Interests.

General Restrictions on Transfer. (a) Except Each Member acknowledges and agrees that such Member (or any Permitted Transferee of such Member) shall not Transfer any Units except as permitted pursuant to Section 8.02 10.02 or in accordance with the procedures set forth described in this Section 9.0110.03 through Section 10.07, no Member shall Transfer all or any portion of its Membership Interest in the Company, except with the written consent of the Majority Membersas applicable. No Transfer of Membership Interests Units to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01(b) hereof. The Common Unit Member acknowledges and agrees that its Affiliates may not Transfer or cause the Transfer of any Units except as provided herein and such Affiliates may not transfer their equity interest in the Common Unit Member except in accordance with this Article X. For clarity, any equity interest in the Common Unit Member owned by an Affiliate of the Common Unit Member shall be subject to the restrictions of this Article X and the right of first refusal rights, drag-along and tag-along rights of the Sponsor under this Article X to the same extent and in the same manner as the Units held by the Common Unit Member. (b) Notwithstanding any other provision of this Agreement (including Section 8.0210.02), each Member agrees that it will not not, directly or indirectly, Transfer all or any portion of its Membership Interest in the CompanyUnits, and the Company agrees that it shall not issue any Membership InterestsUnits: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Membership InterestsUnits, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a "publicly traded partnership" under Section 7704(b) of the Code within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulations Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company's existence or qualification as a limited liability company under NRSthe North Carolina Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (vivii) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed "Plan Assets" as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any "prohibited transaction" thereunder involving the CompanyCompany or any Company Subsidiary. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority. (c) Any Transfer or attempted Transfer of any Membership Interest Units in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company's books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner of such Membership Interest Units for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of Units permitted by Section 10.02 or made in accordance with the procedures described in Section 10.03 through Section 10.07, as applicable, and purporting to be a sale, transfer, assignment or other disposal of the entire Membership Interest permitted represented by this Agreement such Units, inclusive of all the rights and benefits applicable to such Membership Interest as described in the definition of the term "Membership Interest," shall be deemed a sale, transfer, assignment, assignment or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, assignment or other disposal of any less than all of the rights and benefits described in the definition of the term "Membership Interest," unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Except as permitted pursuant to Section 8.02 or Each Member acknowledges and agrees that such Member shall not Transfer any Units except (i) in accordance with the procedures set forth described in this Section 9.019.02 or Section 9.03, no Member shall Transfer all or any portion of its Membership Interest in the Company, except (ii) with the prior written consent of the Majority MembersBoard. Such written consent may specify the rights and obligations the Transferee shall have, including whether the Transferee is to be admitted as a Member. No Transfer of Membership Interests Units to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member requirements of the Company in accordance with Section 4.01(b) hereofhereof have been satisfied. (b) Notwithstanding any other provision of this Agreement (including Section 8.02)Agreement, each Member agrees that it will not not, directly or indirectly, Transfer all or any portion of its Membership Interest in the CompanyUnits, and the Company agrees that it shall not issue any Membership Interests: Units (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Membership InterestsUnits, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; Act (provided, however, that no such opinion shall be required in connection with a Transfer in accordance with Section 9.02); (ii) if such Transfer or issuance would cause the Company to be considered a "“publicly traded partnership" ” under Section 7704(b) of the Code within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulations Section 1.7704-1(h)(3); ; (iii) if such Transfer or issuance would affect the Company's ’s existence or qualification as a limited liability company under NRS; the Nevada Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; ; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company to be required to register as an investment company under the Investment Company Act of 1940, as amended; or or (vivii) if such Transfer or issuance would cause the assets of the Company to be deemed "“Plan Assets" ” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any "“prohibited transaction" ” thereunder involving the Company. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority. (c) Any Transfer or attempted Transfer of any Membership Interest Units in violation of this Agreement shall be null and void, and no such Transfer shall be recorded on the Company's ’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner of such Membership Interest Units for all any purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of Units made in accordance with the procedures described in Section 9.02 and purporting to be a sale, transfer, assignment or other disposal of the entire Membership Interest permitted represented by this Agreement such Units, inclusive of all the rights and benefits applicable to such Membership Interest as described in the definition of the term “Membership Interest,” shall be deemed a sale, transfer, assignment, assignment or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, assignment or other disposal of any less than all of the rights and benefits described in the definition of the term "“Membership Interest," ” unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Except Each Member acknowledges and agrees that such Member (or any Permitted Transferee of such Member) shall not Transfer any Units except as may be approved by a Majority in Interest of the Members (which consent shall not be unreasonably withheld), as permitted pursuant to Section 8.02 or Section 8.03 or in accordance with the procedures set forth described in this Section 9.018.04 or Section 8.05, no Member shall Transfer all or any portion of its Membership Interest in the Company, except with the written consent of the Majority Membersas applicable. No Transfer of Membership Interests to a Person not already a Member of the Company Units shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01(b) hereof2.04(c). (b) Notwithstanding any other provision of this Agreement to the contrary (including Section 8.02), each Member agrees that it will not not, directly or indirectly, Transfer all or any portion of its Membership Interest in the CompanyUnits, and the Company agrees that it shall not issue any Membership InterestsUnits or otherwise approve the Transfer of any Units: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Membership InterestsUnits, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a "“publicly traded partnership" ” under Code Section 7704(b) of the Code within the meaning of Treasury Regulations Regulation Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulations Regulation Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company's existence or qualification as a limited liability company under NRSthe Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries, if any, to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (vivii) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed "“Plan Assets" ” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any "“prohibited transaction" ” thereunder involving the CompanyCompany or any Company Subsidiary, if any. Further, a Majority in Interest of the Members may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority. (c) Any Transfer or attempted Transfer of any Membership Interest Units in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company's books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner of such Membership Interest Units for all purposes of this Agreement. ; provided, however, that in the event that the transferor of such Units ceases to exist (d) For due to death or dissolution), then unless and until any such transferee of such Units is admitted as a Member of the avoidance Company in accordance with Section 2.04(c), such transferee shall have no right to receive Distributions or allocation of doubtNet Income or Net Loss (as provided in Schedule B), shall have no right to inspect the Company’s books and records or vote on any Transfer of a Membership Interest permitted by this Agreement shall be deemed a sale, transfer, assignmentmatters reserved to the Members hereunder, or exercise any other disposal of such Membership Interest in its entirety right or privilege as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, or other disposal of any less than all member of the rights and benefits described in the definition of the term "Membership Interest," unless otherwise explicitly agreed to by the parties to such TransferCompany.

General Restrictions on Transfer. (a) Except as permitted pursuant to Section 8.02 10.2 or in accordance with the procedures provisions set forth in this Sections 10.3, 10.4, 10.5, 10.6 or Section 9.0110.7, no Member shall may Transfer all or any portion of its Membership Interest in the Company, except with the written consent of the Majority Members. No Transfer of Membership Interests to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01(b) hereof4.1(b). (b) Notwithstanding any other provision of this Agreement (including Section 8.02Sections 10.2, 10.6 and 10.7), each Member agrees that it will not Transfer all or any portion of its Membership Interest in the Company, and the Company agrees that it shall not issue any Membership Interests, in each case without the prior written consent of Members holding at least 85% of the then outstanding Membership Interests: (i) except as permitted under the Securities Act and other Applicable Law, including without limitation applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Membership InterestsInterests and if requested by the Board of Managers, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a "“publicly traded partnership" ” under Section 7704(b) of the Code within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulations Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company's ’s existence or qualification as a limited liability company under NRSthe Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (vivii) if such Transfer or issuance would cause the assets of the Company to be deemed "“Plan Assets" ” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any "“prohibited transaction" ” thereunder involving the Company. (c) Any Transfer or attempted Transfer of any Membership Interest in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company's ’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue to be treated) as the owner of such Membership Interest for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of a Membership Interest permitted by this Agreement shall be deemed a sale, transfer, assignment, assignment or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, assignment or other disposal of any less than all of the rights and benefits described in the definition of the term "“Membership Interest," ” unless otherwise explicitly agreed to by the parties to such Transfer.

General Restrictions on Transfer. (a) Except Each Member acknowledges and agrees that such Member (or any Permitted Transferee of such Member) shall not Transfer any Units except as permitted pursuant to Section 8.02 9.02 or in accordance with the procedures set forth described in this Section 9.019.03 and Section 9.04.; provided, no Member shall Transfer all or any portion of its Membership Interest in the Companyhowever, except with the written consent of the Majority Members. No Transfer of Membership Interests to a Person not already that (i) a Member of the Company shall be deemed completed until the prospective Transferee is admitted holding one or more Series B Preferred Units may transfer those Series B Preferred Units only as provided in Exhibit A; and (ii) a Member of the Company holding one or more Series C Preferred Units may transfer those Series C Preferred Units only as provided in accordance with Section 4.01(b) hereof.Exhibit B. (b) Notwithstanding any other provision of this Agreement (including Section 8.029.02), each Member agrees that it will not not, directly or indirectly, Transfer all or any portion of its Membership Interest in the CompanyUnits, and the Company agrees that it shall not issue any Membership InterestsUnits: (i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Membership InterestsUnits, if requested by the Company, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act; (ii) if such Transfer or issuance would cause the Company to be considered a "“publicly traded partnership" ” under Section 7704(b) of the Code within the meaning of Treasury Regulations Regulation Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulations Regulation Section 1.7704-1(h)(3); (iii) if such Transfer or issuance would affect the Company's ’s existence or qualification as a limited liability company under NRSthe Delaware Act; (iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes; (v) if such Transfer or issuance would cause a termination of the Company for federal income tax purposes; (vi) if such Transfer or issuance would cause the Company or any of the Company Subsidiaries to be required to register as an investment company under the Investment Company Act of 1940, as amended; or (vivii) if such Transfer or issuance would cause the assets of the Company or any of the Company Subsidiaries to be deemed "“Plan Assets" ” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any "“prohibited transaction" ” thereunder involving the CompanyCompany or any Company Subsidiary. In any event, the Board may refuse the Transfer to any Person if such Transfer would have a material adverse effect on the Company as a result of any regulatory or other restrictions imposed by any Governmental Authority. (c) Any Transfer or attempted Transfer of any Membership Interest Units in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company's ’s books and the purported Transferee transferee in any such Transfer shall not be treated (and the purported Transferor transferor shall continue to be treated) as the owner of such Membership Interest Units for all purposes of this Agreement. (d) For the avoidance of doubt, any Transfer of a Membership Interest permitted by this Agreement shall be deemed a sale, transfer, assignment, or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment, or other disposal of any less than all of the rights and benefits described in the definition of the term "Membership Interest," unless otherwise explicitly agreed to by the parties to such Transfer.