Common use of Limited Liability Company Interests Clause in Contracts

Limited Liability Company Interests. (a) All membership interests in the Company shall be expressed in terms of units with a par value of $0.001 per Unit (each, a “Unit” and collectively, the “Units”), which shall constitute limited liability company interests under the Delaware Act in exchange for contributions of cash or property, the provision of services or such other consideration, as may be determined by the Board of Managers (as defined in Section 9(a)). The Units shall reflect and represent the entire interest of a member in the Company (a “Member”). The Company shall have the authority to issue up to One Hundred Thousand (100,000) Units, all being of the same class (the “Authorized Capital”). Unless and until the Company creates additional classes of limited liability company interests, the Units shall be the only class of limited liability company interests. Each Unit shall rank pari passu with every other Unit and shall entitle its owner to equal rights to any distribution of profits and assets on a winding up, dissolution or liquidation of the Company and to one vote at the meetings of the Members, except for such specific obligations, rights and privileges as set forth in this Agreement. (b) The name, number of Units owned, and percentage ownership of the Sole Member as of the date of this Agreement is set forth in Schedule 1 attached hereto (the “Unit Holders List”). The Board of Managers shall amend the Unit Holders List from time to time to reflect any change pursuant to this Agreement in any of the foregoing with respect to any Member. The percentage ownership of the Members shall be automatically adjusted from time to time upon the issuance or transfer of Units in accordance with this Agreement, and the Unit Holders List shall be amended accordingly. (c) The Authorized Capital may at any time be increased or decreased, including, without limitation, the creation of a new class of Units, by a resolution of the Board of Managers. (d) The Company shall issue certificates to represent all of the Units (the “Certificates”). All Certificates shall be (i) executed by manual or facsimile signature of a duly authorized officer on behalf of the Company, (ii) evidenced by a certificate substantially in the form attached hereto as Annex A and (iii) bear the following restrictive legend (or one to substantially similar effect): “THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SECURITIES GOVERNED BY (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE (INCLUDING SECTION 8-102(A)(15) THEREOF) AS IN EFFECT FROM TIME TO TIME IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. THE SALE, TRANSFER OR HYPOTHECATION OF THE UNITS REPRESENTED HEREBY ARE SUBJECT TO THE TERMS OF THE COMPANY’S LIMITED LIABILITY COMPANY AGREEMENT. A COPY OF THE AGREEMENT CAN BE OBTAINED FROM THE PRINCIPAL OFFICE OF THE LIMITED LIABILITY COMPANY.” In addition, unless counsel to the Company has advised the Company that such legend is no longer necessary, each certificate evidencing Units originally issued by the Company under any other Securities Act registration exemption shall bear the following restrictive legend (or one to substantially similar effect): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY TRANSFER OF SUCH SECURITIES SHALL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, SUCH REGISTRATION IS UNNECESSARY FOR SUCH TRANSFER TO COMPLY WITH THE ACT. THE SALE, TRANSFER OR HYPOTHECATION OF THE UNITS REPRESENTED HEREBY ARE SUBJECT TO THE TERMS OF THE COMPANY’S LIMITED LIABILITY COMPANY AGREEMENT. A COPY OF THE AGREEMENT CAN BE OBTAINED FROM THE PRINCIPAL OFFICE OF THE LIMITED LIABILITY COMPANY.” In addition, in connection with a transfer of any Units pursuant to Section 16, the endorsed Certificate(s) evidencing the Units shall be delivered to the Company for cancellation, and the Company shall thereupon issue a new Certificate to the transferee evidencing the Units that were transferred and, if applicable, the Company shall issue a new Certificate to the transferor evidencing any Units registered in the name of the transferor that were not transferred. Any officer of the Company is hereby authorized to issue Certificates representing the Units now held by the Sole Member as a result of the transactions effected pursuant to the Purchase Agreement. (e) Each Unit shall constitute a “security” within the meaning of, and be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995, including, in each case, for purposes of the grant, pledge, attachment or perfection of a security interest in any Units. To the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the Uniform Commercial Code as in effect in the State of Delaware (6 Del. C. §§ 8-101 et seq.), such provision of Article 8 of the Uniform Commercial Code shall control.

Limited Liability Company Interests. (a) All membership interests in the Company shall be expressed in terms of units with a par value of $0.001 per a Unit (each, a “Unit” and collectively, the “Units”), which shall constitute limited liability company interests under the Delaware Act in exchange for contributions of cash or property, the provision of services or such other consideration, as may be determined by the Board of Managers (as defined in Section 9(a)). The Units shall reflect and represent the entire interest of a member in the Company (a “Member”). The Company shall have the authority to issue up to One Hundred Thousand (100,000) Units, all being of the same class (the “Authorized Capital”). Unless and until the Company creates additional classes of limited liability company interests, the Units shall be the only class of limited liability company interests. Each Unit shall rank pari passu with every other Unit and shall entitle its owner to equal rights to any distribution of profits and assets on a winding up, dissolution or liquidation of the Company and to one vote at the meetings of the Members, except for such specific obligations, rights and privileges as set forth in this Agreement. (b) The name, number of Units owned, and percentage ownership of the Sole Member as of the date of this Agreement is set forth in Schedule 1 attached hereto (the “Unit Holders List”). The Board of Managers shall amend the Unit Holders List from time to time to reflect any change pursuant to this Agreement in any of the foregoing with respect to any Member. The percentage ownership of the Members shall be automatically adjusted from time to time upon the issuance or transfer of Units in accordance with this Agreement, and the Unit Holders List shall be amended accordingly. (c) The Authorized Capital may at any time be increased or decreased, including, without limitation, the creation of a new class of Units, by a resolution of the Board of Managers. (d) The Company shall issue certificates to represent all of the Units (the “Certificates”). All Certificates shall be (i) executed by manual or facsimile signature of a duly authorized officer on behalf of the Company, (ii) evidenced by a certificate substantially in the form attached hereto as Annex A and (iii) bear the following restrictive legend (or one to substantially similar effect): “THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SECURITIES GOVERNED BY (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE (INCLUDING SECTION 8-102(A)(15) THEREOF) AS IN EFFECT FROM TIME TO TIME IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. THE SALE, TRANSFER OR HYPOTHECATION OF THE UNITS REPRESENTED HEREBY ARE SUBJECT TO THE TERMS OF THE COMPANY’S LIMITED LIABILITY COMPANY AGREEMENT. A COPY OF THE AGREEMENT CAN BE OBTAINED FROM THE PRINCIPAL OFFICE OF THE LIMITED LIABILITY COMPANY.” In addition, unless counsel to the Company has advised the Company that such legend is no longer necessary, each certificate evidencing Units originally issued by the Company under any other Securities Act registration exemption shall bear the following restrictive legend (or one to substantially similar effect): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY TRANSFER OF SUCH SECURITIES SHALL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, SUCH REGISTRATION IS UNNECESSARY FOR SUCH TRANSFER TO COMPLY WITH THE ACT. THE SALE, TRANSFER OR HYPOTHECATION OF THE UNITS REPRESENTED HEREBY ARE SUBJECT TO THE TERMS OF THE COMPANY’S LIMITED LIABILITY COMPANY AGREEMENT. A COPY OF THE AGREEMENT CAN BE OBTAINED FROM THE PRINCIPAL OFFICE OF THE LIMITED LIABILITY COMPANY.” In addition, in connection with a transfer of any Units pursuant to Section 16, the endorsed Certificate(s) evidencing the Units shall be delivered to the Company for cancellation, and the Company shall thereupon issue a new Certificate to the transferee evidencing the Units that were transferred and, if applicable, the Company shall issue a new Certificate to the transferor evidencing any Units registered in the name of the transferor that were not transferred. Any officer of the Company is hereby authorized to issue Certificates representing the Units now held by the Sole Member as a result of the transactions effected pursuant to the Purchase Agreement. (e) Each Unit shall constitute a “security” within the meaning of, and be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995, including, in each case, for purposes of the grant, pledge, attachment or perfection of a security interest in any Units. To the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the Uniform Commercial Code as in effect in the State of Delaware (6 Del. C. §§ 8-101 et seq.), such provision of Article 8 of the Uniform Commercial Code shall control.

Limited Liability Company Interests. (a) All membership limited liability company interests in the Company LLC shall be expressed in terms of units with a par value of $0.001 0.01 per Unit unit (each, a “Unit” and collectively, the “Units”), which shall constitute limited liability company interests under the Delaware Act in exchange for contributions of cash or property, the provision of services or such other consideration, as may be determined by the Board of Managers (as defined in Section 9(a))Board. The Units shall reflect and represent the entire interest of a member in the Company (a “Member”)LLC. The Company LLC shall have the authority to issue up to One Hundred Thousand one thousand (100,0001,000) Units, all being of the same class (the “Authorized Capital”). Unless and until the Company LLC creates additional classes of limited liability company interests, the Units shall be the only class of limited liability company interests. Each Unit shall rank pari passu with every other Unit and shall entitle its owner to equal rights to any distribution of profits and assets on a winding up, dissolution or liquidation of the Company and to one vote at the meetings of the MembersLLC, except for such specific obligations, rights and privileges as set forth in this Agreement. (b) The name, number of Units owned, owned and percentage ownership of the Sole Member as of the date of this Agreement is set forth in Schedule 1 attached hereto (the “Unit Holders List”). The Board of Managers Member shall amend the Unit Holders List from time to time to reflect any change pursuant to this Agreement in any of the foregoing with respect to any the Member. The percentage ownership of the Members Member shall be automatically adjusted from time to time upon the issuance or transfer of Units in accordance with this Agreement, and the Unit Holders List shall be amended accordingly. (c) The Authorized Capital may at any time be increased or decreased, including, without limitation, the creation of a new class of Units, by a resolution of the Board of ManagersBoard. (d) The Company shall issue certificates to represent all of the Units (the “Certificates”). All Certificates shall be (i) executed by manual or facsimile signature of a duly authorized officer on behalf of the Company, (ii) evidenced by a certificate substantially in the form attached hereto as Annex A and (iii) bear the following restrictive legend (or one to substantially similar effect): “THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SECURITIES GOVERNED BY (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE (INCLUDING SECTION 8-102(A)(15) THEREOF) AS IN EFFECT FROM TIME TO TIME IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. THE SALE, TRANSFER OR HYPOTHECATION OF THE UNITS REPRESENTED HEREBY ARE SUBJECT TO THE TERMS OF THE COMPANY’S LIMITED LIABILITY COMPANY AGREEMENT. A COPY OF THE AGREEMENT CAN BE OBTAINED FROM THE PRINCIPAL OFFICE OF THE LIMITED LIABILITY COMPANY.” In addition, unless counsel to the Company has advised the Company that such legend is no longer necessary, each certificate evidencing Units originally issued by the Company under any other Securities Act registration exemption shall bear the following restrictive legend (or one to substantially similar effect): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY TRANSFER OF SUCH SECURITIES SHALL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, SUCH REGISTRATION IS UNNECESSARY FOR SUCH TRANSFER TO COMPLY WITH THE ACT. THE SALE, TRANSFER OR HYPOTHECATION OF THE UNITS REPRESENTED HEREBY ARE SUBJECT TO THE TERMS OF THE COMPANY’S LIMITED LIABILITY COMPANY AGREEMENT. A COPY OF THE AGREEMENT CAN BE OBTAINED FROM THE PRINCIPAL OFFICE OF THE LIMITED LIABILITY COMPANY.” In addition, in connection with a transfer of any Units pursuant to Section 16, the endorsed Certificate(s) evidencing the Units shall be delivered to the Company for cancellation, and the Company shall thereupon issue a new Certificate to the transferee evidencing the Units that were transferred and, if applicable, the Company shall issue a new Certificate to the transferor evidencing any Units registered in the name of the transferor that were not transferred. Any officer of the Company is hereby authorized to issue Certificates representing the Units now held by the Sole Member as a result of the transactions effected pursuant to the Purchase Agreement. (e) Each Unit shall constitute a “security” within the meaning of, and be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995, including, in each case, for purposes of the grant, pledge, attachment or perfection of a security interest in any Units. To the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the Uniform Commercial Code as in effect in the State of Delaware (6 Del. C. §§ 8-101 et seq.), such provision of Article 8 of the Uniform Commercial Code shall control.

Limited Liability Company Interests. (a) All membership Limited liability company interests in the Company shall be expressed in terms of units with a par value of $0.001 per Unit (each, a “Unit” and collectively, the “represented by Units”), which shall constitute limited liability company interests under the Delaware Act in exchange for contributions of cash or property, the provision of services or such other consideration, as may be determined by the Board of Managers (as defined in Section 9(a)). The Units shall reflect initially be divided into two classes of Units referred to as “Class A Units” (the “Class A Units”) and represent “Class B Units” (the entire interest of a member in the Company (a “MemberClass B Units”). The Company number and class of Units of each Member is set forth opposite such Member’s name on the Unit Ledger. Each outstanding Unit of a class shall have the authority be identical to issue up to One Hundred Thousand all other Units of such class (100,000) Units, all being except as otherwise provided hereunder). As of the same class (the “Authorized Capital”). Unless and until the Company creates additional classes of limited liability company interestsEffective Date, the there are 100,000,000 total Units shall be the only class of limited liability company interests. Each Unit shall rank pari passu with every other Unit and shall entitle its owner to equal rights to any distribution of profits and assets on a winding up, dissolution or liquidation of the Company and to one vote at the meetings of the Members, except for such specific obligations, rights and privileges as set forth in this Agreementoutstanding. (b) The name, number of Units owned, Except as required by the Act and percentage ownership of the Sole Member except as of the date of this Agreement is set forth in Schedule 1 attached hereto (Section 6.1(b), the “Unit Holders List”). The Board of Managers Class A Units shall amend not entitle the Unit Holders List from time to time to reflect any change pursuant to this Agreement in any of the foregoing with respect holders thereof to any Member. The percentage ownership voting rights, each Class B Unit shall entitle the holder thereof to one vote and, except as otherwise set forth herein, all decisions requiring a vote of the Members shall may be automatically adjusted from time to time upon adopted by the issuance or transfer holder(s) of Units in accordance with this Agreement, and a majority of the Unit Holders List shall be amended accordinglyClass B Units. (c) The Authorized Capital may at any time Initially, none of the Units will be increased or decreased, including, without limitation, represented by certificates. If the creation Principal Member determines that it is in the interest of a new class of the Company to issue certificates representing the Units, certificates shall be issued and the Units will be represented by a resolution those certificates, and this Agreement shall be amended by the Principal Member without the consent of any other Member as necessary or desirable to reflect the issuance of certificated Units for purposes of the Board of ManagersUniform Commercial Code. Nothing contained in this Section 3.1(c) shall be deemed to authorize or permit any Member to Transfer its Units except as otherwise permitted under this Agreement. (d) The Company shall issue certificates to represent all maintain a separate ledger that sets forth a list of the name and address of each Member and the Class A Units and Class B Units held by such Member (the “CertificatesUnit Ledger”). All Certificates The Unit Ledger as of the Effective Date (after taking into account (A) any sale of Class B Units to the Closing Reinvestment Participants in accordance with Section 8.1(d) and (B) the subsequent contributions of Class A Units by certain Equity Rollover Participants and Closing Reinvestment Participants to certain Entities) shall be agreed in writing between the Principal Member and the Class A Representative Member. The Persons listed on such Unit Ledger as members of the Company as of the Effective Date are hereby admitted to the Company, or shall continue, as applicable, as Members. The Principal Member shall (i) executed by manual update the Unit Ledger from time to time to reflect any Transfers of Units, the issuance of additional Units or facsimile signature other changes that are necessary to maintain the accuracy of such schedule and (ii) promptly thereafter, provide a duly authorized officer on behalf copy to the Class A Representative Member. The Company shall provide a copy of the Unit Ledger to the Class A Representative Member at any time upon request. (e) Any Member that is an Entity shall (i) report its initial beneficial members or owners to the Company, (ii) evidenced by a certificate substantially in report any changes to its beneficial members or owners to the form attached hereto as Annex A Company and (iii) bear at any time upon request of the following restrictive legend (Principal Member, provide a breakdown of its beneficial members or one to substantially similar effect): “THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SECURITIES GOVERNED BY (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE (INCLUDING SECTION 8-102(A)(15) THEREOF) AS IN EFFECT FROM TIME TO TIME IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. THE SALE, TRANSFER OR HYPOTHECATION OF THE UNITS REPRESENTED HEREBY ARE SUBJECT TO THE TERMS OF THE COMPANY’S LIMITED LIABILITY COMPANY AGREEMENT. A COPY OF THE AGREEMENT CAN BE OBTAINED FROM THE PRINCIPAL OFFICE OF THE LIMITED LIABILITY COMPANY.” In addition, unless counsel owners to the Company has advised Principal Member. (f) The parties, including the Company Principal Member, agrees that such legend is no longer necessary, each certificate evidencing Units originally issued by the Company under any other Securities Act registration exemption Gross Asset Value of the Company’s assets shall bear the following restrictive legend (or one to substantially similar effect): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY TRANSFER OF SUCH SECURITIES SHALL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, SUCH REGISTRATION IS UNNECESSARY FOR SUCH TRANSFER TO COMPLY WITH THE ACT. THE SALE, TRANSFER OR HYPOTHECATION OF THE UNITS REPRESENTED HEREBY ARE SUBJECT TO THE TERMS OF THE COMPANY’S LIMITED LIABILITY COMPANY AGREEMENT. A COPY OF THE AGREEMENT CAN BE OBTAINED FROM THE PRINCIPAL OFFICE OF THE LIMITED LIABILITY COMPANY.” In addition, be adjusted in accordance with Treasury Regulation 1.704-1(b)(2)(iv)(f) in connection with a transfer the Principal Member’s payment of any Units pursuant to Section 16the Aggregate Option Closing Consideration (as defined in the Acquisition Agreement and as finally determined in accordance with the terms of the Acquisition Agreement) and, accordingly, the endorsed Certificate(s) evidencing the Units shall be delivered to the Company for cancellation, and Gross Asset Values of the Company shall thereupon issue a new Certificate be adjusted to their respective Fair Market Values as of the transferee evidencing the Units that were transferred and, if applicable, the Company date hereof which book-up shall issue a new Certificate to the transferor evidencing any Units registered be reflected in the name of the transferor that were not transferred. Any officer Capital Accounts of the Company is hereby authorized to issue Certificates representing in accordance with the Units now held by the Sole Member as principles of Section 4.1 hereof. No party shall take a result of the transactions effected pursuant to the Purchase Agreement. (e) Each Unit shall constitute a “security” within the meaning of, and be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction position that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995, including, in each case, for purposes of the grant, pledge, attachment or perfection of a security interest in any Units. To the extent that any provision of this Agreement is inconsistent with any non-waivable provision the foregoing, except to the extent otherwise required by a change in law or a good faith resolution of Article 8 of the Uniform Commercial Code as in effect in the State of Delaware (6 Del. C. §§ 8-101 et seqa Tax contest.), such provision of Article 8 of the Uniform Commercial Code shall control.

Limited Liability Company Interests. (a) All membership interests in the Company shall be expressed in terms of units with a par value of $0.001 per Unit (each, a “Unit” and collectively, the “Units”), which shall constitute limited liability company interests under the Delaware Act in exchange for contributions of cash or property, the provision of services or such other consideration, as may be determined by the Board of Managers (as defined in Section 9(a)). The Units shall reflect and represent the entire interest of a member in the Company (a “Member”). The Company shall have the authority to issue up to One Hundred Thousand (100,000) Units, all being of the same class (the “Authorized Capital”). Unless and until the Company creates additional classes of limited liability company interests, the Units shall be the only class of limited liability company interests. Each Unit shall rank pari passu with every other Unit and shall entitle its owner to equal rights to any distribution of profits and assets on a winding up, dissolution or liquidation of the Company and to one vote at the meetings of the Members, except for such specific obligations, rights and privileges as set forth in this Agreement. (b) The name, number of Units owned, and percentage ownership of the Sole Member as of the date of this Agreement is set forth in Schedule 1 attached hereto (the “Unit Holders List”). The Board of Managers shall amend the Unit Holders List from time to time to reflect any change pursuant to this Agreement in any of the foregoing with respect to any Member. The percentage ownership of the Members shall be automatically adjusted from time to time upon the issuance or transfer of Units in accordance with this Agreement, and the Unit Holders List shall be amended accordingly. (c) The Authorized Capital may at any time be increased or decreased, including, without limitation, the creation of a new class of Units, by a resolution of the Board of Managers. (d) The Company shall issue certificates to represent all of the Units (the “Certificates”). All Certificates shall be (i) executed by manual or facsimile signature of a duly authorized officer on behalf of the Company, (ii) evidenced by a certificate substantially in the form attached hereto as Annex A and (iii) bear the following restrictive legend (or one to substantially similar effect): “THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SECURITIES GOVERNED BY (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE (INCLUDING SECTION 8-102(A)(15) THEREOF) AS IN EFFECT FROM TIME TO TIME IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. THE SALE, TRANSFER OR HYPOTHECATION OF THE UNITS REPRESENTED HEREBY ARE SUBJECT TO THE TERMS OF THE COMPANY’S LIMITED LIABILITY COMPANY AGREEMENT. A COPY OF THE AGREEMENT CAN BE OBTAINED FROM THE PRINCIPAL OFFICE OF THE LIMITED LIABILITY COMPANY.” In addition, unless counsel to the Company has advised the Company that such legend is no longer necessary, each certificate evidencing Units originally issued by the Company under any other Securities Act registration exemption shall bear the following restrictive legend (or one to substantially similar effect): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY TRANSFER OF SUCH SECURITIES SHALL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, SUCH REGISTRATION IS UNNECESSARY FOR SUCH TRANSFER TO COMPLY WITH THE ACT. THE SALE, TRANSFER OR HYPOTHECATION OF THE UNITS REPRESENTED HEREBY ARE SUBJECT TO THE TERMS OF THE COMPANY’S LIMITED LIABILITY COMPANY AGREEMENT. A COPY OF THE AGREEMENT CAN BE OBTAINED FROM THE PRINCIPAL OFFICE OF THE LIMITED LIABILITY COMPANY.” In addition, in connection with a transfer of any Units pursuant to Section 16, the endorsed Certificate(s) evidencing the Units shall be delivered to the Company for cancellation, and the Company shall thereupon issue a new Certificate to the transferee evidencing the Units that were transferred and, if applicable, the Company shall issue a new Certificate to the transferor evidencing any Units registered in the name of the transferor that were not transferred. Any officer of the Company is hereby authorized to issue Certificates representing the Units now held by the Sole Member as a result of the transactions effected pursuant to the Purchase Agreement. (e) Each Unit shall constitute a “security” within the meaning of, and be governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995, including, in each case, for purposes of the grant, pledge, attachment or perfection of a security interest in any Units. To the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the Uniform Commercial Code as in effect in the State of Delaware (6 Del. C. §§ 8-101 et seq.), such provision of Article 8 of the Uniform Commercial Code shall control.

Limited Liability Company Interests. (a) All membership interests in the Company shall be expressed in terms of units with a par value of $0.001 0.01 per Unit unit (each, each a “Unit” and collectively, collectively the “Units”), which shall constitute limited liability company interests under the Delaware Act in exchange for contributions of cash or property, the provision of services services, or such other consideration, consideration as may be determined by the Board of Managers (as defined in Section 9(a))Member. The Units shall reflect and represent the entire interest of a member in the Company (a “Member”). The Company shall have the authority to issue up to One Hundred Thousand one hundred (100,000100) Units, all being of the same class (the “Authorized Capital”). Unless and until the Company creates additional classes of limited liability company interests, the Units shall be the only class of limited liability company interests. Each Unit shall rank pari passu with every other Unit and shall entitle its owner to equal rights to any distribution of profits and assets on upon a winding up, dissolution or liquidation of the Company and to one vote at the meetings of the Members, except for such specific obligations, rights and privileges as set forth in this Agreement. (b) The name, number of Units owned, and percentage ownership of the Sole Member as of the date of this Agreement is set forth in Schedule 1 attached hereto (the “Unit Holders List”). The Board of Managers shall amend the Unit Holders List from time to time to reflect any change pursuant to this Agreement in any of the foregoing with respect to any Member. The percentage ownership of the Members shall be automatically adjusted from time to time upon the issuance or transfer of Units in accordance with this Agreement, and the Unit Holders List shall be amended accordinglyhereto. (c) The Authorized Capital may at any time be increased or decreased, including, without limitation, the creation of a new class of Units, by a resolution of the Board of ManagersMember. (d) The Company shall issue certificates to represent all of the Units (the “Certificates”). All Certificates shall be be: (i) executed by manual or facsimile signature of a duly authorized officer on behalf of the CompanyMember, (ii) evidenced by a certificate substantially in the form attached hereto as Annex A A, and (iii) bear the following restrictive legend (or one to substantially similar effect): “THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SECURITIES GOVERNED BY (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE (INCLUDING SECTION 8-102(A)(15) THEREOF) AS IN EFFECT FROM TIME TO TIME IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. THE SALE, TRANSFER OR HYPOTHECATION OF THE UNITS REPRESENTED HEREBY ARE SUBJECT TO THE TERMS OF THE COMPANY’S LIMITED LIABILITY COMPANY AGREEMENT. A COPY OF THE AGREEMENT CAN BE OBTAINED FROM THE PRINCIPAL OFFICE OF THE LIMITED LIABILITY COMPANY.” In addition, unless counsel to the Company has advised the Company that such legend is no longer necessary, each certificate evidencing Units originally issued by the Company under any other Securities Act registration exemption shall bear the following restrictive legend (or one to substantially similar effect): “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY TRANSFER OF SUCH SECURITIES SHALL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR, IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, SUCH REGISTRATION IS UNNECESSARY FOR SUCH TRANSFER TO COMPLY WITH THE ACT. THE SALE, TRANSFER OR HYPOTHECATION OF THE UNITS REPRESENTED HEREBY ARE SUBJECT TO THE TERMS OF THE COMPANY’S LIMITED LIABILITY COMPANY AGREEMENT. A COPY OF THE AGREEMENT CAN BE OBTAINED FROM THE PRINCIPAL OFFICE OF THE LIMITED LIABILITY COMPANY.” In addition, in connection with a transfer of any Units pursuant to Section 1615 hereof, the endorsed Certificate(s) evidencing the Units shall be delivered to the Company for cancellation, and the Company shall thereupon issue a new Certificate to the transferee evidencing the Units that were transferred and, if applicable, the Company shall issue a new Certificate to the transferor evidencing any Units registered in the name of the transferor that were not transferred. Any officer of the Company is hereby authorized to issue Certificates representing the Units now held by the Sole Member as a result of the transactions effected pursuant to the Purchase Agreement. (e) Each Unit shall constitute a “security” within the meaning of, and be governed by, : (i) Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995, including, in each case, for purposes of the grant, pledge, attachment or perfection of a security interest in any Units. To the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the Uniform Commercial Code as in effect in the State of Delaware (6 Del. C. §§ 8-101 et seq.), such provision of Article 8 of the Uniform Commercial Code shall control.