Common use of IPO Registration Clause in Contracts

IPO Registration. If the Corporate Manager proposes to file an IPO Registration Statement on Form S-1 or such other form under the Securities Act providing for the initial public offering of Corporate Shares for the account of the Corporate Manager, the Corporate Manager will notify in writing each Non-Managing Member of the filing within five business days after the initial filing and afford each Non-Managing Member an opportunity to include in the IPO Registration Statement all or any part of the Corporate Shares then held by such Non-Managing Member or Redemption Shares issuable to such Non-Managing Member (collectively, “Registrable Shares”). Each Non-Managing Member desiring to include in the IPO Registration Statement all or part of the Registrable Shares held by such Non-Managing Member shall, within 20 days after receipt of the above-described notice from the Corporate Manager, so notify the Corporate Manager in writing, and in such notice shall inform the Corporate Manager of the number of Registrable Shares such Non-Managing Member wishes to include in the IPO Registration Statement and, if any such Registrable Shares are Redemption Shares, shall include a Notice of Redemption in accordance with the requirements of Section 8.4. Any election by any Non-Managing Member to include any Registrable Shares in the IPO Registration Statement will (A) be binding upon such Non-Managing Member thereafter except that a Non-Managing Member may withdraw such Non-Managing Member’s Registrable Shares from inclusion in the IPO Registration Statement in accordance with the provisions in the third paragraph of Section 8.5(g) hereof and (B) not affect the inclusion of such Registrable Shares in the Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement. The Corporate Manager shall have the right to terminate or withdraw the IPO Registration Statement initiated by it and referred to in this Section 8.5(b) whether or not any Non-Managing Member has elected to include Registrable Shares in such registration; provided, however, the Corporate Manager must provide each Non-Managing Member that elected to include any Registrable Shares in such IPO Registration Statement prompt written notice of such termination or withdrawal. Furthermore, in the event the IPO Registration Statement is not declared effective within 120 days following the initial filing of the IPO Registration Statement, unless a road show for the initial public offering pursuant to the IPO Registration Statement is actually in progress at such time, the Corporate Manager shall promptly provide a new written notice to all Non- Managing Members giving them another opportunity to elect to include Registrable Shares in the pending IPO Registration Statement. Each Non-Managing Member receiving such notice shall have the same election rights afforded such Non-Managing Member as described in Section 8.5(b) above.

IPO Registration. If If, prior to the Corporate Manager Mandatory Shelf Registration Statement being declared effective by the Commission and the Common Shares being listed on a national securities exchange or quoted on the Nasdaq Stock Market or comparable quotation system, the Company proposes to file an IPO Registration Statement a registration statement on Form S-1 or such other form under the Securities Act providing for the initial public offering of Corporate Common Shares for (such registration statement, including the account of the Corporate ManagerProspectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the Corporate Manager “IPO Registration Statement”), the Company will notify in writing each Non-Managing Member Holder of the filing (including notifying each Holder of the identity of the managing underwriter or underwriters of such initial public offering), within five business days Business Days after the initial filing thereof, and afford each Non-Managing Member Holder an opportunity within the 15-Business Day period designated in such notice to include in the such IPO Registration Statement all or any part of the Corporate Registrable Shares then held by such Non-Managing Member or Redemption Shares issuable to such Non-Managing Member (collectively, “Registrable Shares”)Holder. Each Non-Managing Member Holder desiring to include in the any such IPO Registration Statement all or part of the Registrable Shares held by such Non-Managing Member Holder shall, within 20 days 15 Business Days after receipt of the above-described notice from by the Corporate ManagerCompany, so notify the Corporate Manager Company in writing, and in such notice shall inform the Corporate Manager Company of the number of Registrable Shares such Non-Managing Member Holder wishes to include in the IPO Registration Statement and, if any such Registrable Shares are Redemption Shares, shall include a Notice of Redemption in accordance with the requirements of Section 8.4. Any election by any Non-Managing Member to include any Registrable Shares in the IPO Registration Statement will (A) be binding upon such Non-Managing Member thereafter except that a Non-Managing Member may withdraw such Non-Managing Member’s Registrable Shares from inclusion in the IPO Registration Statement in accordance with the provisions in the third paragraph of Section 8.5(g) hereof and (B) not affect the inclusion of such Registrable Shares in the Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement. The Corporate Manager shall have the right to terminate or withdraw the IPO Registration Statement initiated by it and referred to in this Section 8.5(b) whether or not any Non-Managing Member has elected to include Registrable Shares in such registration; provided, however, the Corporate Manager must provide each Non-Managing Member that elected to include any Registrable Shares in such IPO Registration Statement prompt written notice of such termination or withdrawal. Furthermore, in the event the IPO Registration Statement is not declared effective by the Commission within 120 days following delivery by the Company of notice to the Holders of their initial filing opportunity to include all or any part of the Registrable Shares then held by such Holders in the IPO Registration Statement, unless a road show for the initial public offering Underwritten Offering pursuant to the IPO Registration Statement is actually in progress at such time, the Corporate Manager Company shall promptly provide a new written notice substantially the same as the original notice to all Non- Managing Members Holders giving them another opportunity to elect to include Registrable Shares in the pending IPO Registration Statement. Each NonHolder desiring to include in any such IPO Registration Statement all or part of the Registrable Shares held by such Holder shall, within 15 Business Days after receipt of the above-Managing Member receiving described written notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Shares such Holder wishes to include in such IPO Registration Statement. Any election by any Holder to include any Registrable Shares in such IPO Registration Statement will not affect the inclusion of such Registrable Shares in any Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement; provided, however, that at such time of sale, the Company shall have the same election rights afforded such Non-Managing Member right to remove from any Shelf Registration Statement the Registrable Shares sold pursuant to the IPO Registration Statement. In the event that Registrable Shares cannot be included in the IPO Registration Statement as described a result of the determination of the managing underwriter or underwriters as set forth in Section 8.5(b2(b)(iii) abovebelow, then the Company shall be required to notify each Holder of such determination by the managing underwriter or underwriters.

IPO Registration. If If, prior to the Corporate Manager Mandatory Shelf Registration Statement being declared effective by the Commission, the Company proposes to file an IPO Registration Statement a registration statement on Form S-1 S-11 or such other form under the Securities Act providing for the initial public offering of Corporate Shares for shares of Common Stock (such registration statement, including the account of the Corporate ManagerProspectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the Corporate Manager “IPO Registration Statement”), the Company will notify in writing each Non-Managing Member Holder of the filing (including notifying each Holder of the identity of the managing underwriters of such initial public offering), within five business days (5) Business Days after the initial filing such filing, and afford each Non-Managing Member Holder an opportunity to include in the such IPO Registration Statement all or any part of the Corporate Registrable Shares then held by such Non-Managing Member or Redemption Shares issuable to such Non-Managing Member (collectively, “Registrable Shares”)Holder. Each Non-Managing Member Holder desiring to include in the any such IPO Registration Statement all or part of the Registrable Shares held by such Non-Managing Member Holder shall, within 20 twenty (20) days after receipt delivery of the above-described notice from by the Corporate ManagerCompany, so notify the Corporate Manager Company in writing, and in such notice shall inform the Corporate Manager Company of the number of Registrable Shares such Non-Managing Member Holder wishes to include in the such IPO Registration Statement and, if any such Registrable Shares are Redemption Shares, shall include a Notice of Redemption in accordance with the requirements of Section 8.4Statement. Any election by any Non-Managing Member Holder to include any Registrable Shares in the such IPO Registration Statement will (A) be binding upon such Non-Managing Member thereafter except that a Non-Managing Member may withdraw such Non-Managing Member’s Registrable Shares from inclusion in the IPO Registration Statement in accordance with the provisions in the third paragraph of Section 8.5(g) hereof and (B) not affect the inclusion of such Registrable Shares in the Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement. The Corporate Manager ; provided, however, that at such time, the Company shall have the right to terminate or withdraw remove from the IPO Shelf Registration Statement initiated by it and referred to in this Section 8.5(b) whether or not any Non-Managing Member has elected to include the Registrable Shares in such registration; provided, however, the Corporate Manager must provide each Non-Managing Member that elected to include any Registrable Shares in such IPO Registration Statement prompt written notice of such termination or withdrawal. Furthermore, in the event the IPO Registration Statement is not declared effective within 120 days following the initial filing of the IPO Registration Statement, unless a road show for the initial public offering sold pursuant to the IPO Registration Statement is actually in progress at such time, the Corporate Manager shall promptly provide a new written notice to all Non- Managing Members giving them another opportunity to elect to include Registrable Shares in the pending IPO Registration Statement. Each Non-Managing Member receiving such notice shall have the same election rights afforded such Non-Managing Member as described in Section 8.5(b) above.

IPO Registration. If the Corporate Manager Company proposes to file an IPO Registration Statement a registration statement on Form S-1 S-11 or such other form under the Securities Act providing for the initial public offering of Corporate Common Shares for (such registration statement, including the account of the Corporate ManagerProspectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the Corporate Manager “IPO Registration Statement”), the Company will notify in writing each Non-Managing Member Holder of the filing filing, within the five business days (5) Business Days after the initial filing thereof, and afford each Non-Managing Member Holder an opportunity to include in the such IPO Registration Statement all or any part of the Corporate Registrable Shares then held by such Non-Managing Member or Redemption Shares issuable to such Non-Managing Member (collectively, “Registrable Shares”)Holder. Each Non-Managing Member Holder desiring to include in the any such IPO Registration Statement all or part of the Registrable Shares held by such Non-Managing Member Holder shall, within 20 days fifteen (15) Business Days after receipt of the above-described written notice from by the Corporate ManagerCompany, so notify the Corporate Manager Company in writing, and in such notice shall inform the Corporate Manager Company of the number of Registrable Shares such Non-Managing Member Holder wishes to include in the IPO Registration Statement and, if any such Registrable Shares are Redemption Shares, shall include a Notice of Redemption in accordance with the requirements of Section 8.4. Any election by any Non-Managing Member to include any Registrable Shares in the IPO Registration Statement will (A) be binding upon such Non-Managing Member thereafter except that a Non-Managing Member may withdraw such Non-Managing Member’s Registrable Shares from inclusion in the IPO Registration Statement in accordance with the provisions in the third paragraph of Section 8.5(g) hereof and (B) not affect the inclusion of such Registrable Shares in the Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement. The Corporate Manager shall have the right to terminate or withdraw the IPO Registration Statement initiated by it and referred to in this Section 8.5(b) whether or not any Non-Managing Member has elected to include Registrable Shares in such registration; provided, however, the Corporate Manager must provide each Non-Managing Member that elected to include any Registrable Shares in such IPO Registration Statement prompt written notice of such termination or withdrawal. Furthermore, in the event the IPO Registration Statement is not declared effective by the Commission within 120 days one hundred twenty (120) Business Days following delivery by the Company of notice to the Holders of their initial filing opportunity to include all or any part of the Registrable Shares then held by such Holders in the IPO Registration Statement, unless a road show for the initial public offering Underwritten Offering pursuant to the IPO Registration Statement is actually in progress at such time, the Corporate Manager Company shall promptly provide a new written notice to all Non- Managing Members Holders giving them another opportunity to elect to include Registrable Shares in the pending IPO Registration Statement. Each NonHolder desiring to include in any such IPO Registration Statement all or part of the Registrable Shares held by such Holder shall, within ten (10) Business Days after receipt of the above-Managing Member receiving described written notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Shares such Holder wishes to include in such IPO Registration Statement. Any election by any Holder to include any Registrable Shares in the IPO Registration Statement will not affect the inclusion of such Registrable Shares in the Shelf Registration Statement or any Subsequent Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement; provided, however, that at such time of sale, the Company shall have the same election rights afforded such Non-Managing Member as described in Section 8.5(b) aboveright to remove from the Shelf Registration Statement or any Subsequent Shelf Registration Statement the Registrable Shares sold pursuant to the IPO Registration Statement.

IPO Registration. If If, prior to the Corporate Manager Mandatory Shelf Registration Statement being declared effective by the Commission, the Company proposes to file an IPO Registration Statement a registration statement on Form S-1 S-11 or such other form under the Securities Act providing for the initial public offering of Corporate Shares for shares of Common Stock (such registration statement, including the account of the Corporate ManagerProspectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the Corporate Manager will “IPO Registration Statement”), the Company shall notify in writing each Non-Managing Member Holder of the filing (including notifying each Holder of the identity of the managing underwriters of such initial public offering), within five business days (5) Business Days after the initial filing such filing, and afford each Non-Managing Member Holder an opportunity to include in the such IPO Registration Statement all or any part of the Corporate Registrable Shares then held by such Non-Managing Member or Redemption Shares issuable to such Non-Managing Member (collectively, “Registrable Shares”)Holder. Each Non-Managing Member Holder desiring to include in the any such IPO Registration Statement all or part of the Registrable Shares held by such Non-Managing Member Holder shall, within 20 twenty (20) days after receipt delivery of the above-described notice from by the Corporate ManagerCompany, so notify the Corporate Manager Company in writing, and in such notice shall inform the Corporate Manager Company of the number of Registrable Shares such Non-Managing Member Holder wishes to include in the such IPO Registration Statement and, if any such Registrable Shares are Redemption Shares, shall include a Notice of Redemption in accordance with the requirements of Section 8.4Statement. Any election by any Non-Managing Member Holder to include any Registrable Shares in the such IPO Registration Statement will (A) be binding upon such Non-Managing Member thereafter except that a Non-Managing Member may withdraw such Non-Managing Member’s Registrable Shares from inclusion in the IPO Registration Statement in accordance with the provisions in the third paragraph of Section 8.5(g) hereof and (B) not affect the inclusion of such Registrable Shares in the Mandatory Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement. The Corporate Manager ; provided, however, that at such time, the Company shall have the right to terminate or withdraw remove from the IPO Mandatory Shelf Registration Statement initiated by it and referred to in this Section 8.5(b) whether or not any Non-Managing Member has elected to include the Registrable Shares in such registration; provided, however, the Corporate Manager must provide each Non-Managing Member that elected to include any Registrable Shares in such IPO Registration Statement prompt written notice of such termination or withdrawal. Furthermore, in the event the IPO Registration Statement is not declared effective within 120 days following the initial filing of the IPO Registration Statement, unless a road show for the initial public offering sold pursuant to the IPO Registration Statement is actually in progress at such time, the Corporate Manager shall promptly provide a new written notice to all Non- Managing Members giving them another opportunity to elect to include Registrable Shares in the pending IPO Registration Statement. Each Non-Managing Member receiving such notice shall have the same election rights afforded such Non-Managing Member as described in Section 8.5(b) above.

IPO Registration. If If, prior to the Corporate Manager Mandatory Shelf Registration Statement being declared effective by the Commission and the Common Shares being listed on a national securities exchange or quoted on the Nasdaq National Market or comparable quotation system, the Issuer proposes to file an IPO Registration Statement a registration statement on Form S-1 S-11 or such other form under the Securities Act providing for the initial public offering of Corporate Common Shares for (including the account Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the "IPO Registration Statement"), the Issuer will notify, in writing, each Holder of the Corporate Manager, the Corporate Manager will notify in writing each Non-Managing Member of the filing within five business days after the initial proposed filing and afford each Non-Managing Member Holder an opportunity to include in the such IPO Registration Statement all or any part of the Corporate Registrable Shares then held by such Non-Managing Member or Redemption Shares issuable to such Non-Managing Member (collectively, “Registrable Shares”)Holder. Each Non-Managing Member Holder desiring to include in the any such IPO Registration Statement all or part of the Registrable Shares held by such Non-Managing Member Holder shall, within 20 days fifteen (15) Business Days after receipt of the above-described written notice from by the Corporate ManagerIssuer, so notify the Corporate Manager Issuer in writing, and in such notice shall inform the Corporate Manager Issuer of the number of Registrable Shares such Non-Managing Member Holder wishes to include in the such IPO Registration Statement and, if any such Registrable Shares are Redemption Shares, shall include a Notice of Redemption in accordance with the requirements of Section 8.4Statement. Any election by any Non-Managing Member Holder to include any Registrable Shares in the such IPO Registration Statement will (A) be binding upon such Non-Managing Member thereafter except that a Non-Managing Member may withdraw such Non-Managing Member’s Registrable Shares from inclusion in the IPO Registration Statement in accordance with the provisions in the third paragraph of Section 8.5(g) hereof and (B) not affect the inclusion of such Registrable Shares in the Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement. The Corporate Manager ; provided, however, that at such time of sale, the Issuer shall have the right to terminate or withdraw remove from the IPO Shelf Registration Statement initiated by it and referred to in this Section 8.5(b) whether or not any Non-Managing Member has elected to include the Registrable Shares in such registration; provided, however, the Corporate Manager must provide each Non-Managing Member that elected to include any Registrable Shares in such IPO Registration Statement prompt written notice of such termination or withdrawal. Furthermore, in the event the IPO Registration Statement is not declared effective within 120 days following the initial filing of the IPO Registration Statement, unless a road show for the initial public offering sold pursuant to the IPO Registration Statement is actually in progress at such time, Statement. In the Corporate Manager shall promptly provide a new written notice to all Non- Managing Members giving them another opportunity to elect to include event that Registrable Shares cannot be included in the pending IPO Registration Statement. Each Non-Managing Member receiving such notice shall have Statement as a result of the same election rights afforded such Non-Managing Member determination of the managing underwriters as described set forth in Section 8.5(b2(b)(ii) abovebelow, then the Issuer shall only be required to notify, in writing, each Holder of such determination by the managing underwriter.

IPO Registration. If the Corporate Manager Company proposes to file an IPO Registration Statement a registration statement on Form S-1 S-11 or such other form under the Securities Act providing for the initial public offering of Corporate Shares for shares of Common Stock (such registration statement, including the account Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “IPO Registration Statement”), the Company will mail written notices of the Corporate Managerfiling, within the Corporate Manager will notify in writing seven (7) Business Days after the filing thereof, to each Non-Managing Member Holder (based on (i) the Company’s records and knowledge, (ii) a list of record owners of the filing within five business days after Common Stock generated by the initial filing Company’s transfer agent and (iii) a list of non-objecting beneficial owners and objecting beneficial owners of the Common Stock generated by ADP) and will afford each Non-Managing Member Holder an opportunity to include in the such IPO Registration Statement all or any part of the Corporate Registrable Shares then held by such Non-Managing Member or Redemption Shares issuable to such Non-Managing Member (collectively, “Registrable Shares”)Holder. Each Non-Managing Member Holder desiring to include in the any such IPO Registration Statement all or part of the Registrable Shares held by such Non-Managing Member Holder shall, within 20 days fifteen (15) Business Days after receipt of the above-described written notice from by the Corporate ManagerCompany, so notify the Corporate Manager Company in writing, and in such notice shall inform the Corporate Manager Company of the number of Registrable Shares such Non-Managing Member Holder wishes to include in the IPO Registration Statement and, if any such Registrable Shares are Redemption Shares, shall include a Notice of Redemption in accordance with the requirements of Section 8.4. Any election by any Non-Managing Member to include any Registrable Shares in the IPO Registration Statement will (A) be binding upon such Non-Managing Member thereafter except that a Non-Managing Member may withdraw such Non-Managing Member’s Registrable Shares from inclusion in the IPO Registration Statement in accordance with the provisions in the third paragraph of Section 8.5(g) hereof and (B) not affect the inclusion of such Registrable Shares in the Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement. The Corporate Manager shall have the right to terminate or withdraw the IPO Registration Statement initiated by it and referred to in this Section 8.5(b) whether or not any Non-Managing Member has elected to include Registrable Shares in such registration; provided, however, the Corporate Manager must provide each Non-Managing Member that elected to include any Registrable Shares in such IPO Registration Statement prompt written notice of such termination or withdrawal. Furthermore, in the event the IPO Registration Statement is not declared effective by the Commission within 120 days one hundred twenty (120) Business Days following delivery by the Company of notice to the Holders of their initial filing opportunity to include all or any part of the Registrable Shares then held by such Holders in the IPO Registration Statement, unless a road show for the initial public offering Underwritten Offering pursuant to the IPO Registration Statement is actually in progress at such time, the Corporate Manager Company shall promptly provide a new written notice to all Non- Managing Members Holders giving them another opportunity to elect to include Registrable Shares in the pending IPO Registration Statement. Each Non-Managing Member receiving Holder desiring to include in any such notice shall have IPO Registration Statement all or part of the same election rights afforded Registrable Shares held by such Non-Managing Member as described in Section 8.5(b) above.Holder shall, within ten

IPO Registration. If the Corporate Manager Company proposes to file an IPO Registration Statement a registration statement on Form S-1 or such other form under the Securities Act providing for the initial public offering of Corporate Shares for shares of Common Stock prior to the account effectiveness of the Corporate ManagerShelf Registration Statement (the “IPO Registration Statement”), the Corporate Manager Company will notify in writing each Non-Managing Member Holder of the filing within five business days (5) Business Days after the initial filing and afford each Non-Managing Member Holder an opportunity to include in the IPO Registration Statement all or any part of the Corporate Registrable Shares then held by such Non-Managing Member or Redemption Shares issuable to such Non-Managing Member (collectively, “Registrable Shares”)Holder. Each Non-Managing Member Holder desiring to include in the IPO Registration Statement all or part of the Registrable Shares held by such Non-Managing Member Holder shall, within 20 twenty (20) days after receipt mailing or delivery of the above-described notice from the Corporate ManagerCompany, so notify the Corporate Manager Company in writing, and in such notice shall inform the Corporate Manager Company of the number of Registrable Shares such Non-Managing Member Holder wishes to include in the IPO Registration Statement and, if any such Registrable Shares are Redemption Shares, shall include a Notice of Redemption in accordance with the requirements of Section 8.4Statement. Any election by any Non-Managing Member Holder to include any Registrable Shares in the IPO Registration Statement will (A) be binding upon such Non-Managing Member thereafter except that a Non-Managing Member may withdraw such Non-Managing Member’s Registrable Shares from inclusion in the IPO Registration Statement in accordance with the provisions in the third paragraph of Section 8.5(g) hereof and (B) not affect the inclusion of such Registrable Shares in the Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement. The Corporate Manager shall have the right to terminate or withdraw the IPO Registration Statement initiated by it and referred to in this Section 8.5(b) whether or not any Non-Managing Member has elected to include Registrable Shares in such registration; provided, however, the Corporate Manager must provide each Non-Managing Member that elected to include any Registrable Shares in such IPO Registration Statement prompt written notice of such termination or withdrawal. Furthermore, in the event the IPO Registration Statement is not declared effective within 120 one hundred twenty (120) days following the initial filing of the IPO Registration Statement, unless a road show for the initial public offering Underwritten Offering pursuant to the IPO Registration Statement is actually in progress at such time, the Corporate Manager Company shall promptly provide a new written notice to all Non- Managing Members Holders giving them another opportunity to elect to include Registrable Shares in the pending IPO Registration Statement. Each Non-Managing Member Holder receiving such notice shall have the same election rights afforded such Non-Managing Member Holder as described in Section 8.5(b) abovethis clause (b). For the avoidance of doubt, a Holder shall have no right to receive notice of and to elect to be included in the IPO Registration Statement at any time following the effectiveness of the Shelf Registration Statement.

IPO Registration. If the Corporate Manager Company proposes to file an IPO Registration Statement a registration statement on Form S-1 or such other form under the Securities Act providing for the initial public offering of Corporate Shares (the “IPO Registration Statement”), it being understood that a public offering conducted after the Shelf Registration Statement has become effective and the Shares shall be listed for trading on the account of the Corporate ManagerNew York Stock Exchange, NASDAQ Global Market or NASDAQ Capital Market, shall not be deemed to be an initial public offering, the Corporate Manager Company will notify in writing each Non-Managing Member Holder of the filing before (but no earlier than ten (10) Business Days before) or within five business days (5) Business Days after the initial filing and afford each Non-Managing Member Holder an opportunity to include in the IPO Registration Statement all or any part of the Corporate Registrable Shares then held by such Non-Managing Member or Redemption Shares issuable to such Non-Managing Member (collectively, “Registrable Shares”)Holder. Each Non-Managing Member Holder desiring to include in the IPO Registration Statement all or part of the Registrable Shares held by such Non-Managing Member Holder shall, within 20 days twenty (20) Business Days after receipt of the above-described notice from the Corporate ManagerCompany, so notify the Corporate Manager Company in writing, and in such notice shall inform the Corporate Manager Company of the number of Registrable Shares such Non-Managing Member Holder wishes to include in the IPO Registration Statement and, if any such Registrable Shares are Redemption Shares, shall include a Notice of Redemption in accordance with the requirements of Section 8.4Statement. Any election by any Non-Managing Member Holder to include any Registrable Shares in the IPO Registration Statement will (A) be binding upon such Non-Managing Member thereafter except that a Non-Managing Member may withdraw such Non-Managing Member’s Registrable Shares from inclusion in the IPO Registration Statement in accordance with the provisions in the third paragraph of Section 8.5(g) hereof and (B) not affect the inclusion of such Registrable Shares in the Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement. The Corporate Manager shall have the right to terminate or withdraw the IPO Registration Statement initiated by it and referred to in this Section 8.5(b) whether or not any Non-Managing Member has elected to include Registrable Shares in such registration; provided, however, the Corporate Manager must provide each Non-Managing Member that elected to include any Registrable Shares in such IPO Registration Statement prompt written notice of such termination or withdrawal. Furthermore, in the event the IPO Registration Statement is not declared effective within 120 days four months following the initial filing of the IPO Registration Statement, unless a road show for the initial public offering Underwritten Offering pursuant to the IPO Registration Statement is actually in progress at such timetime or such IPO Registration Statement has been terminated or withdrawn pursuant to Section 2(b)(i) hereof, the Corporate Manager Company shall promptly provide a new written notice to all Non- Managing Members Holders giving them another opportunity to elect to include Registrable Shares in the pending IPO Registration Statement. Each Non-Managing Member Holder receiving such notice shall have the same election rights afforded such Non-Managing Member Holder as described in Section 8.5(bclause (b) above.

IPO Registration. If If, prior to the Corporate Manager Mandatory Shelf Registration Statement becoming effective and the LP Units being listed on a national securities exchange or quoted on the Nasdaq Stock Market or comparable quotation system, the Company proposes to file an IPO Registration Statement a registration statement on Form S-1 or such other form under the Securities Act providing for the initial public offering of Corporate Shares for LP Units (such registration statement, including the account of the Corporate ManagerProspectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the Corporate Manager “IPO Registration Statement”), the Company will notify in writing each Non-Managing Member Holder of the filing (including notifying each Holder of the identity of the managing underwriter or underwriters of such initial public offering), within five business days Business Days after the initial filing thereof, and afford each Non-Managing Member Holder an opportunity within the 10-Business Day period designated in such notice to include in the such IPO Registration Statement all or any part of the Corporate Shares Registrable Units then held by such Non-Managing Member or Redemption Shares issuable to such Non-Managing Member (collectively, “Registrable Shares”)Holder. Each Non-Managing Member Holder desiring to include in the any such IPO Registration Statement all or part of the Registrable Shares Units held by such Non-Managing Member Holder shall, within 20 days 10 Business Days after receipt of the above-described notice from by the Corporate ManagerCompany, so notify the Corporate Manager Company in writing, and in such notice shall inform the Corporate Manager Company of the number of Registrable Shares Units such Non-Managing Member Holder wishes to include in the such IPO Registration Statement and, if any such Registrable Shares are Redemption Shares, shall include a Notice of Redemption in accordance with the requirements of Section 8.4Statement. Any election by any Non-Managing Member Holder to include any Registrable Shares Units in the such IPO Registration Statement will (A) be binding upon such Non-Managing Member thereafter except that a Non-Managing Member may withdraw such Non-Managing Member’s Registrable Shares from inclusion in the IPO Registration Statement in accordance with the provisions in the third paragraph of Section 8.5(g) hereof and (B) not affect the inclusion of such Registrable Shares Units in the any Shelf Registration Statement until such Registrable Shares Units have been sold under the IPO Registration Statement. The Corporate Manager ; provided, however, that at such time of sale, the Company shall have the right to terminate or withdraw the IPO remove from any Shelf Registration Statement initiated by it and referred to in this Section 8.5(b) whether or not any Non-Managing Member has elected to include the Registrable Shares in such registration; provided, however, the Corporate Manager must provide each Non-Managing Member that elected to include any Registrable Shares in such IPO Registration Statement prompt written notice of such termination or withdrawal. Furthermore, in the event the IPO Registration Statement is not declared effective within 120 days following the initial filing of the IPO Registration Statement, unless a road show for the initial public offering Units sold pursuant to the IPO Registration Statement is actually in progress at such time, Statement. In the Corporate Manager shall promptly provide a new written notice to all Non- Managing Members giving them another opportunity to elect to include event that Registrable Shares Units are not included in the pending IPO Registration Statement. Each Non-Managing Member receiving such notice shall have Statement as a result of the same election rights afforded such Non-Managing Member determination of the managing underwriter or underwriters as described set forth in Section 8.5(b2(b)(iii) abovebelow, then the Company shall be required to notify each Holder of such determination by the managing underwriter or underwriters.

IPO Registration. If If, prior to the Corporate Manager Mandatory Shelf Registration Statement being declared effective by the Commission, the Company proposes to file an IPO Registration Statement a registration statement on Form S-1 S-11 or such other form under the Securities Act providing for the initial public offering of Corporate Shares for shares of Common Stock (such registration statement, including the account of the Corporate ManagerProspectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the Corporate Manager will “IPO Registration Statement”), the Company shall notify in writing each Non-Managing Member Holder of the filing (including notifying each Holder of the identity of the managing underwriters of such initial public offering), within five business days (5) Business Days after the initial filing such filing, and afford each Non-Managing Member Holder an opportunity to include in the such IPO Registration Statement all or any part of the Corporate Registrable Shares then held by such Non-Managing Member or Redemption Shares issuable to such Non-Managing Member (collectively, “Registrable Shares”)Holder. Each Non-Managing Member Holder desiring to include in the any such IPO Registration Statement all or part of the Registrable Shares held by such Non-Managing Member Holder shall, within 20 twenty (20) days after receipt of the above-described notice from by the Corporate ManagerCompany, so notify the Corporate Manager Company in writing, and in such notice shall inform the Corporate Manager Company of the number of Registrable Shares such Non-Managing Member Holder wishes to include in the such IPO Registration Statement and, if any such Registrable Shares are Redemption Shares, shall include a Notice of Redemption in accordance with the requirements of Section 8.4Statement. Any election by any Non-Managing Member Holder to include any Registrable Shares in the such IPO Registration Statement will (A) be binding upon such Non-Managing Member thereafter except that a Non-Managing Member may withdraw such Non-Managing Member’s Registrable Shares from inclusion in the IPO Registration Statement in accordance with the provisions in the third paragraph of Section 8.5(g) hereof and (B) not affect the inclusion of such Registrable Shares in the Mandatory Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement. The Corporate Manager ; provided, however, that at such time, the Company shall have the right to terminate or withdraw remove from the IPO Mandatory Shelf Registration Statement initiated by it and referred to in this Section 8.5(b) whether or not any Non-Managing Member has elected to include the Registrable Shares in such registration; provided, however, the Corporate Manager must provide each Non-Managing Member that elected to include any Registrable Shares in such IPO Registration Statement prompt written notice of such termination or withdrawal. Furthermore, in the event the IPO Registration Statement is not declared effective within 120 days following the initial filing of the IPO Registration Statement, unless a road show for the initial public offering sold pursuant to the IPO Registration Statement is actually in progress at such time, the Corporate Manager shall promptly provide a new written notice to all Non- Managing Members giving them another opportunity to elect to include Registrable Shares in the pending IPO Registration Statement. Each Non-Managing Member receiving such notice shall have the same election rights afforded such Non-Managing Member as described in Section 8.5(b) above.

IPO Registration. If If, prior to the Corporate Manager Mandatory Shelf Registration Statement being declared effective by the Commission, the Company proposes to file an IPO Registration Statement a registration statement on Form S-1 S-11 or such other form under the Securities Act providing for the initial public offering of Corporate Shares for shares of Common Stock (such registration statement, including the account of the Corporate ManagerProspectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the Corporate Manager “IPO Registration Statement”), the Company will notify in writing each Non-Managing Member Holder of the filing (including notifying each Holder of the identity of the managing underwriters of such initial public offering), within five business days (5) Business Days after the initial filing such filing, and afford each Non-Managing Member Holder an opportunity to include in the such IPO Registration Statement all or any part of the Corporate Registrable Shares then held by such Non-Managing Member or Redemption Shares issuable to such Non-Managing Member (collectively, “Registrable Shares”)Holder. Each Non-Managing Member Holder desiring to include in the any such IPO Registration Statement all or part of the Registrable Shares held by such Non-Managing Member Holder shall, within 20 ten (10) days after receipt delivery of the above-described notice from by the Corporate ManagerCompany, so notify the Corporate Manager Company in writing, and in such notice shall inform the Corporate Manager Company of the number of Registrable Shares such Non-Managing Member Holder wishes to include in the such IPO Registration Statement and, if any such Registrable Shares are Redemption Shares, shall include a Notice of Redemption in accordance with the requirements of Section 8.4Statement. Any election by any Non-Managing Member Holder to include any Registrable Shares in the such IPO Registration Statement will (A) be binding upon such Non-Managing Member thereafter except that a Non-Managing Member may withdraw such Non-Managing Member’s Registrable Shares from inclusion in the IPO Registration Statement in accordance with the provisions in the third paragraph of Section 8.5(g) hereof and (B) not affect the inclusion of such Registrable Shares in the Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement. The Corporate Manager ; provided, however, that at such time, the Company shall have the right to terminate or withdraw remove from the IPO Shelf Registration Statement initiated by it and referred to in this Section 8.5(b) whether or not any Non-Managing Member has elected to include the Registrable Shares in such registration; provided, however, the Corporate Manager must provide each Non-Managing Member that elected to include any Registrable Shares in such IPO Registration Statement prompt written notice of such termination or withdrawal. Furthermore, in the event the IPO Registration Statement is not declared effective within 120 days following the initial filing of the IPO Registration Statement, unless a road show for the initial public offering sold pursuant to the IPO Registration Statement is actually in progress at such time, the Corporate Manager shall promptly provide a new written notice to all Non- Managing Members giving them another opportunity to elect to include Registrable Shares in the pending IPO Registration Statement. Each Non-Managing Member receiving such notice shall have the same election rights afforded such Non-Managing Member as described in Section 8.5(b) above.

IPO Registration. If If, prior to the Corporate Manager Mandatory Shelf Registration Statement being declared effective by the Commission, the Company proposes to file an IPO Registration Statement a registration statement on Form S-1 S-11 or such other form under the Securities Act providing for the initial public offering of Corporate Shares for shares of Common Stock (such registration statement, including the account of the Corporate ManagerProspectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the Corporate Manager will "IPO Registration Statement''), the Company shall notify in writing each Non-Managing Member Holder of the filing (including notifying each Holder of the identity of the managing underwriters of such initial public offering), within five business days (5) Business Days after the initial filing such filing, and afford each Non-Managing Member Holder an opportunity to include in the such IPO Registration Statement all or any part of the Corporate Registrable Shares then held by such Non-Managing Member or Redemption Shares issuable to such Non-Managing Member (collectively, “Registrable Shares”)Holder. Each Non-Managing Member Holder desiring to include in the any such IPO Registration Statement all or part of the Registrable Shares held by such Non-Managing Member Holder shall, within 20 twenty (20) days after receipt of the above-described notice from by the Corporate ManagerCompany, so notify the Corporate Manager Company in writing, and in such notice shall inform the Corporate Manager Company of the number of Registrable Shares such Non-Managing Member Holder wishes to include in the such IPO Registration Statement and, if any such Registrable Shares are Redemption Shares, shall include a Notice of Redemption in accordance with the requirements of Section 8.4Statement. Any election by any Non-Managing Member Holder to include any Registrable Shares in the such IPO Registration Statement will (A) be binding upon such Non-Managing Member thereafter except that a Non-Managing Member may withdraw such Non-Managing Member’s Registrable Shares from inclusion in the IPO Registration Statement in accordance with the provisions in the third paragraph of Section 8.5(g) hereof and (B) not affect the inclusion of such Registrable Shares in the Mandatory Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement. The Corporate Manager ; provided, however, that at such time, the Company shall have the right to terminate or withdraw remove from the IPO Mandatory Shelf Registration Statement initiated by it and referred to in this Section 8.5(b) whether or not any Non-Managing Member has elected to include the Registrable Shares in such registration; provided, however, the Corporate Manager must provide each Non-Managing Member that elected to include any Registrable Shares in such IPO Registration Statement prompt written notice of such termination or withdrawal. Furthermore, in the event the IPO Registration Statement is not declared effective within 120 days following the initial filing of the IPO Registration Statement, unless a road show for the initial public offering sold pursuant to the IPO Registration Statement is actually in progress at such time, the Corporate Manager shall promptly provide a new written notice to all Non- Managing Members giving them another opportunity to elect to include Registrable Shares in the pending IPO Registration Statement. Each Non-Managing Member receiving such notice shall have the same election rights afforded such Non-Managing Member as described in Section 8.5(b) above.

IPO Registration. If the Corporate Manager Company proposes to file an IPO Registration Statement pursuant to the Prior 144A Registration Rights Agreement, it being understood that a public offering conducted after the Shelf Registration Statement has become effective and the Shares shall be listed for trading on Form S-1 the New York Stock Exchange, NASDAQ Global Market or such other form under the Securities Act providing for the NASDAQ Capital Market, shall not be deemed to be an initial public offering of Corporate Shares for the account of the Corporate Manageroffering, the Corporate Manager Company will notify in writing each Non-Managing Member Holder of the filing before (but no earlier than ten (10) Business Days before) or within five business days (5) Business Days after the initial filing and afford each Non-Managing Member Holder an opportunity to include in the IPO Registration Statement all or any part of the Corporate Registrable Shares then held by such Non-Managing Member or Redemption Shares issuable to such Non-Managing Member (collectively, “Registrable Shares”)Holder. Each Non-Managing Member Holder desiring to include in the IPO Registration Statement all or part of the Registrable Shares held by such Non-Managing Member Holder shall, within 20 days twenty (20) Business Days after receipt of the above-described notice from the Corporate ManagerCompany, so notify the Corporate Manager Company in writing, and in such notice shall inform the Corporate Manager Company of the number of Registrable Shares such Non-Managing Member Holder wishes to include in the IPO Registration Statement and, if any such Registrable Shares are Redemption Shares, shall include a Notice of Redemption in accordance with the requirements of Section 8.4Statement. Any election by any Non-Managing Member Holder to include any Registrable Shares in the IPO Registration Statement will (A) be binding upon such Non-Managing Member thereafter except that a Non-Managing Member may withdraw such Non-Managing Member’s Registrable Shares from inclusion in the IPO Registration Statement in accordance with the provisions in the third paragraph of Section 8.5(g) hereof and (B) not affect the inclusion of such Registrable Shares in the Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement. The Corporate Manager shall have the right to terminate or withdraw the IPO Registration Statement initiated by it and referred to in this Section 8.5(b) whether or not any Non-Managing Member has elected to include Registrable Shares in such registration; provided, however, the Corporate Manager must provide each Non-Managing Member that elected to include any Registrable Shares in such IPO Registration Statement prompt written notice of such termination or withdrawal. Furthermore, in the event the IPO Registration Statement is not declared effective within 120 days four months following the initial filing of the IPO Registration Statement, unless a road show for the initial public offering Underwritten Offering pursuant to the IPO Registration Statement is actually in progress at such timetime or such IPO Registration Statement has been terminated or withdrawn pursuant to Section 2(b)(i) hereof, the Corporate Manager Company shall promptly provide a new written notice to all Non- Managing Members Holders giving them another opportunity to elect to include Registrable Shares in the pending IPO Registration Statement. Each Non-Managing Member Holder receiving such notice shall have the same election rights afforded such Non-Managing Member Holder as described in Section 8.5(bclause (b) above.

IPO Registration. If the Corporate Manager Company proposes to file an IPO Registration Statement a registration statement on Form S-1 S-11 or such other form under the Securities Act providing for the initial public offering of Corporate Shares for shares of Common Stock (such registration statement, including the account Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “IPO Registration Statement”), the Company will mail written notices of the Corporate Managerfiling, the Corporate Manager will notify in writing each Non-Managing Member of within five (5) Business Days after the filing within five business days after the initial filing thereof, to each Holder, and will afford each Non-Managing Member Holder an opportunity to include in the such IPO Registration Statement all or any part of the Corporate Registrable Shares then held by such Non-Managing Member or Redemption Shares issuable to such Non-Managing Member (collectively, “Registrable Shares”)Holder. Each Non-Managing Member Holder desiring to include in the any such IPO Registration Statement all or part of the Registrable Shares held by such Non-Managing Member Holder shall, within 20 days twenty (20) Business Days after receipt of the above-described written notice from by the Corporate ManagerCompany, so notify the Corporate Manager Company in writing, and in such notice shall inform the Corporate Manager Company of the number of Registrable Shares such Non-Managing Member Holder wishes to include in such IPO Registration Statement. If any Holder fails to so notify the Company in writing of its election to include all or any part of its Registrable Shares in the IPO Registration Statement, such Holder’s right to include all or any part of its Registrable Shares in the IPO Registration Statement and, if any such Registrable Shares are Redemption Shares, shall include a Notice of Redemption in accordance with the requirements of Section 8.4lapse. Any election by any Non-Managing Member Holder to include any Registrable Shares in the IPO Registration Statement will (A) be binding upon such Non-Managing Member thereafter except that a Non-Managing Member may withdraw such Non-Managing Member’s Registrable Shares from inclusion in the IPO Registration Statement in accordance with the provisions in the third paragraph of Section 8.5(g) hereof and (B) not affect the inclusion of such Registrable Shares in the Shelf Registration Statement or any Subsequent Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement. The Corporate Manager ; provided, however, that at such time of sale, the Company shall have the right to terminate or withdraw remove from the IPO Shelf Registration Statement initiated by it and referred to in this Section 8.5(b) whether or not any Non-Managing Member has elected to include Subsequent Shelf Registration Statement the Registrable Shares in such registration; provided, however, the Corporate Manager must provide each Non-Managing Member that elected to include any Registrable Shares in such IPO Registration Statement prompt written notice of such termination or withdrawal. Furthermore, in the event the IPO Registration Statement is not declared effective within 120 days following the initial filing of the IPO Registration Statement, unless a road show for the initial public offering sold pursuant to the IPO Registration Statement is actually in progress at such time, the Corporate Manager shall promptly provide a new written notice to all Non- Managing Members giving them another opportunity to elect to include Registrable Shares in the pending IPO Registration Statement. Each Non-Managing Member receiving such notice shall have the same election rights afforded such Non-Managing Member as described in Section 8.5(b) above.

IPO Registration. If If, prior to the Corporate Manager Shelf Registration Statement described above in Section 2(a) being declared effective by the SEC, the Company proposes to file an IPO Registration Statement with the SEC a registration statement on Form S-1 N-2 or such other form under the Securities Act providing for the initial public offering of Corporate its Common Shares for (such registration statement, including the account of the Corporate ManagerProspectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the Corporate Manager “IPO Registration Statement”), the Company will notify each Holder in writing each Non-Managing Member of the filing (including notifying each Holder of the identity of the managing underwriters of such initial public offering), within five business days Business Days after the initial filing thereof, and afford each Non-Managing Member Qualifying Holder an opportunity within the 15-Business Day period designated in such notice to include in the such IPO Registration Statement all or any part of the Corporate Shares Registrable Securities then held by such Non-Managing Member or Redemption Holder, in a maximum amount of Registrable Securities the sale of which would result in such Holder being the beneficial owner of fewer than 5% of the Company’s outstanding Common Shares issuable to following such Non-Managing Member IPO (collectively, “Registrable Shares”as determined under Rule 13d-3 of the Exchange Act). Each Non-Managing Member Qualifying Holder desiring to include in the any such IPO Registration Statement all or part of the Registrable Shares Securities held by such Non-Managing Member Qualifying Holder in a maximum amount as set forth in the preceding sentence shall, within 20 days 15 Business Days after receipt of the above-described notice from by the Corporate ManagerCompany, so notify the Corporate Manager Company in writing, and in such notice shall inform the Corporate Manager Company of the number of Registrable Shares Securities such Non-Managing Member Qualifying Holder wishes to include in the such IPO Registration Statement and, if any such Registrable Shares are Redemption Shares, shall include a Notice of Redemption in accordance with the requirements of Section 8.4Statement. Any election by any Non-Managing Member Qualifying Holder to include any Registrable Shares Securities in the such IPO Registration Statement will (A) be binding upon such Non-Managing Member thereafter except that a Non-Managing Member may withdraw such Non-Managing Member’s Registrable Shares from inclusion in the IPO Registration Statement in accordance with the provisions in the third paragraph of Section 8.5(g) hereof and (B) not affect the inclusion of such Registrable Shares Securities in the Shelf Registration Statement until such Registrable Shares Securities have been sold under the IPO Registration Statement. The Corporate Manager ; provided, however, that at such time of sale, the Company shall have the right to terminate or withdraw remove from the IPO Shelf Registration Statement initiated by it and referred to in this Section 8.5(b) whether or not any Non-Managing Member has elected to include the Registrable Shares in such registration; provided, however, the Corporate Manager must provide each Non-Managing Member that elected to include any Registrable Shares in such IPO Registration Statement prompt written notice of such termination or withdrawal. Furthermore, in the event the IPO Registration Statement is not declared effective within 120 days following the initial filing of the IPO Registration Statement, unless a road show for the initial public offering Securities sold pursuant to the IPO Registration Statement. For the avoidance of doubt, if the Shelf Registration Statement is actually in progress at such time, declared effective by the Corporate Manager shall promptly provide a new written notice SEC prior to all Non- Managing Members giving them another opportunity to elect to include Registrable Shares in the pending filing of an IPO Registration Statement. Each Non-Managing Member receiving such notice shall have , Registrable Securities will not be entitled to be included in the same election rights afforded such Non-Managing Member as described in Section 8.5(b) aboveIPO Registration Statement.