Common use of Members Membership Interests Clause in Contracts

Members Membership Interests. (a) The names of the Members, their addresses, contact information and Membership Interests held are listed on Annex I. Annex I shall be amended from time to time by the Managing Member without requiring the consent of any Member to reflect the change in a Member’s name, address or contact information, the withdrawal of any Member, the admission of any additional Member, Transfers of Membership Interests or the issuance of additional Membership Interests, in each case pursuant to and in accordance with the terms and conditions of this Agreement. The Managing Member shall, upon each amendment to Annex I, provide each Member, on a confidential basis for informational purposes, with a copy of such amended Annex I. (b) The Membership Interests comprise one hundred (100) Class A Membership Interests (the “Class A Membership Interests”) and one hundred (100) Class B Membership Interests (the “Class B Membership Interests”). (c) The Class A Membership Interests and the Class B Membership Interests shall (i) have the rights and obligations ascribed to such Membership Interests in this Agreement and the Act; (ii) be recorded in a register of Membership Interests, which register the Managing Member shall maintain; (iii) be transferable only on recordation of such Transfer in the register of Membership Interests, which recordation the Managing Member shall make, upon compliance with the provisions of ARTICLE IX; and (iv) be personal property. The Members hereby specify, acknowledge and agree that all Membership Interests are securities governed by Article 8 and all other provisions of the UCC, and pursuant to the terms of Section 8-103(c) of the UCC such interests shall be “securities” for all purposes under such Article 8 and under all other provisions of the UCC. All Membership Interests shall be represented by certificates substantially in the form attached hereto as Exhibit A, shall be recorded in a register thereof maintained by the Company, and shall be subject to such rules for the issuance thereof in compliance with this Agreement, as the Managing Member may from time to time determine. The Managing Member is expressly authorized to execute the certificates on behalf of the Company. (d) The Company shall be entitled to treat the registered holder of a Membership Interest, as shown in the register of Membership Interests referred to in Section 3.1 of this Agreement, as a Member for all purposes of this Agreement, except that the Managing Member may record in the register of Membership Interests any security interest of a secured party pursuant to any security interest permitted by this Agreement. (e) If a Member Transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms set forth in ARTICLE IX, the transferor shall automatically cease to be a Member.

Members Membership Interests. (a) The names of the Members, their addresses, contact information and Membership Interests held are listed on Annex I. Annex I shall be amended from time to time by the Managing Member Manager without requiring the consent of any Member to reflect the change in a Member’s name, address or contact information, the withdrawal of any Member, the admission of any additional Member, Transfers of Membership Interests or the issuance of additional Membership Interests, in each case case, pursuant to to, and in accordance with with, the terms and conditions of this Agreement. The Managing Member shall, Manager shall upon each amendment to Annex I, provide each Member, on a confidential basis for informational purposes, with a copy of such amended Annex I. (b) The authorized Membership Interests comprise one hundred consist of One Hundred (100) Class A Membership Interests (the “Class A Membership Interests”) and one hundred (100) 42,384,502 Class B Membership Interests (the “Class B Membership Interests”). (c) The Issuances of Membership Interests. (i) As of the Effective Date, 100 Class A Membership Interests and were issued to the Developer, 12,500,000 Class B Membership Interests were issued to Spring Lane, and 26,330,434 Class B Membership Interests were issued to Soluna. (ii) On February 10, 2023, 3,554,068 additional Class B Membership Interests were issued to Spring Lane (such additional issuance of Class B Membership Interests, the “February 2023 Subsequent Issuance”) in exchange for an additional Capital Contribution made by Spring Lane in the amount of $1,186,676 paid by Spring Lane as specified in the Contribution Request dated February 10, 2023. (iii) On March 3, 2023, 4,126,023 additional Class B Membership Interests were issued to Soluna SLC Fund I Projects Holdco, LLC (such additional issuance of Class B Membership Interests, the “March 2023 Subsequent Issuance”) in exchange for an additional Capital Contribution made by Soluna SLC Fund I Projects Holdco, LLC in the amount of $1,500,000 paid by Soluna SLC Fund I Projects Holdco, LLC as specified in the Contribution Request dated March 3, 2023. (iv) On March [__], 2023, Soluna sold and transferred to Spring Lane, and Spring Lane purchased and accepted from Soluna, 19,539,897 Class B Membership Interests for an aggregate purchase price of $5,770,065 in accordance with the terms and conditions of that certain Purchase and Sale Agreement dated as of March [__], 2023 (the “2023 Purchase Agreement”). (d) On the Effective Date, Spring Lane was admitted to the Company as a Class B Member, and Sxxxxx was admitted to the Company as a Class B Member. (e) The Membership Interests shall (i) have the rights and obligations ascribed to such Membership Interests in this Agreement and the Act; (ii) be recorded in a register of Membership Interests, which register the Managing Member Manager shall maintain; and (iii) be transferable only on recordation of such Transfer in the register of Membership InterestsInterest, which recordation the Managing Member Manager shall make, upon compliance with the provisions of ARTICLE Article IX; and (iv) be personal property. The Members hereby specify, acknowledge and agree that all Membership Interests are securities governed by Article 8 and all other provisions of the UCC, and pursuant to the terms of Section 8-103(c) of the UCC UCC, such interests shall be “securities” for all purposes under such Article 8 and under all other provisions of the UCC. All Membership Interests shall be recorded in a register thereof maintained by the Company and shall be represented by certificates substantially in the form attached hereto as Exhibit A, shall be recorded in a register thereof maintained A duly executed by the Company, and shall be subject to such rules for the issuance thereof in compliance with this Agreement, as the Managing Member may from time to time determine. The Managing Member is expressly authorized to execute the certificates on behalf of the CompanyManager. (df) The Company shall be entitled to treat the registered holder of a Membership Interest, as shown in the register of Membership Interests referred to in Section 3.1 of this Agreement, Agreement as a Member for all purposes of this Agreement, except that the Managing Member may record in the register of Membership Interests any security interest of a secured party pursuant to any security interest permitted by this Agreement. (eg) If Upon the Transfer by a Member Transfers of all of its Membership Interest to another Person pursuant to and in accordance with the terms set forth in ARTICLE Article IX, the transferor shall automatically cease to be a Member. (h) Subject to Article IX, no Member will have any right to voluntarily resign or otherwise withdraw from the Company without the prior written consent of all remaining Members of the Company which consent may be given or withheld in their sole and absolute discretion. (i) SCI forfeited any and all Membership Interests held by it as of the Effective Date, and irrevocably, and unconditionally waived, released and discharged the Company, and all of its Members and Managers, and their respective present and former Affiliates, on its own behalf and on behalf of SCI’s present and former Affiliates, agents, heirs, legatees, successors and assigns and any other Person that may assert any Claims (as defined below) by, through or under SCI or any of the forgoing, from any and all past, present and future disputes, claims, counter-claims, controversies, demands, rights, obligations, liabilities, judgments, damages, accountings, losses, actions and causes of action of every kind and nature, whether contingent, unknown, undisclosed or otherwise (collectively, “Claims”) by, or incurred by, such party of any kind or nature whatsoever, and in any capacity and under any theory, whether existing or arising at any time prior to and including the date hereof, in each case, whether arising under the forfeited Membership Interests or otherwise at Law or in equity, and any events, matters, causes, things, acts, omissions or conduct, occurring or existing at any time up to and including the date hereof.

Members Membership Interests. (a) The names of the Members, their addresses, contact information and Membership Interests held are listed on Annex I. Annex I shall be amended from time to time by the Managing Member Manager without requiring the consent of any Member to reflect the change in a Member’s name, address or contact information, the withdrawal of any Member, the admission of any additional Member, Transfers of Membership Interests or the issuance of additional Membership Interests, in each case case, pursuant to to, and in accordance with with, the terms and conditions of this Agreement. The Managing Member shall, Manager shall upon each amendment to Annex I, provide each Member, on a confidential basis for informational purposes, with a copy of such amended Annex I. (b) The authorized Membership Interests comprise one hundred (100) Class A Membership Interests (the “Class A consist of 17,010,000 Membership Interests”) and one hundred (100) Class B Membership Interests (the “Class B Membership Interests”). (c) The Class A As of the Effective Date, 4,500,000 Membership Interests are issued to Navitas and 11,250,000 Membership Interests are issued to Soluna. (d) On the Class B Effective Date, Navitas is admitted to the Company as a Member, and Soluna is admitted to the Company as a Member. (e) The Membership Interests shall (i) have the rights and obligations ascribed to such Membership Interests in this Agreement and the Act; (ii) be recorded in a register of Membership Interests, which register the Managing Member Manager shall maintain; and (iii) be transferable only on recordation of such Transfer in the register of Membership InterestsInterest, which recordation the Managing Member Manager shall make, upon compliance with the provisions of ARTICLE Article IX; and (iv) be personal property. The Members hereby specify, acknowledge and agree that all Membership Interests are securities governed by Article 8 and all other provisions of the UCC, and pursuant to the terms of Section 8-103(c) of the UCC UCC, such interests shall be “securities” for all purposes under such Article 8 and under all other provisions of the UCC. All The Membership Interests shall not be represented by certificates substantially in the form attached hereto as Exhibit A, shall be recorded in a register thereof maintained by the Company, and shall be subject to such rules for the issuance thereof in compliance with this Agreement, as the Managing Member may from time to time determine. The Managing Member is expressly authorized to execute the certificates on behalf of the Companycertificated. (df) The Company shall be entitled to treat the registered holder of a Membership Interest, as shown in the register of Membership Interests referred to in Section 3.1 of this Agreement, Agreement as a Member for all purposes of this Agreement, except that the Managing Member may record in the register of Membership Interests any security interest of a secured party pursuant to any security interest permitted by this Agreement. (eg) If Upon the Transfer by a Member Transfers of all of its Membership Interest to another Person pursuant to and in accordance with the terms set forth in ARTICLE Article IX, the transferor shall automatically cease to be a Member. (h) Subject to Article IX, no Member will have any right to voluntarily resign or otherwise withdraw from the Company without the prior written consent of all remaining Members of the Company which consent may be given or withheld in their sole and absolute discretion.

Members Membership Interests. (a) The names limited liability company interests in the Company shall consist of common limited liability company interests entitling the Members, their addresses, contact information Members holding such interests to the rights and Membership Interests held are listed on Annex I. Annex I shall be amended from time to time by the Managing Member without requiring the consent of any Member to reflect the change in a Member’s name, address or contact information, the withdrawal of any Member, the admission of any additional Member, Transfers of Membership Interests or the issuance of additional Membership Interests, in each case obligations specified pursuant to and in accordance with the terms and conditions of this Agreement. The Managing Member shall, upon each amendment Agreement with respect to Annex I, provide each Member, on a confidential basis for informational purposes, with a copy of such amended Annex I. (b) The Membership Interests comprise one hundred (100) Class A Membership Interests interests (the “Class A Membership Interests”) and one hundred (100) Class B Membership Interests (the “Class B Membership Interests”). (b) The names, addresses and Membership Percentage Interests held by, the Members are as set forth on Schedule I hereto, effective immediately following the execution of this Agreement. As of the date hereof, subject to the terms and conditions set forth in this Agreement, each Person set forth on Schedule I has been admitted as a Member and shall be bound by the provisions of this Agreement pursuant to its receipt and ownership of Membership Interests. (c) The Class A Membership Interests Board of Managers shall amend and the Class B Membership Interests shall (i) have the rights and obligations ascribed to such Membership Interests in this Agreement and the Act; (ii) be recorded in a register of Membership Interests, which register the Managing Member shall maintain; (iii) be transferable only on recordation of such Transfer in the register of Membership Interests, which recordation the Managing Member shall make, upon compliance with the provisions of ARTICLE IX; and (iv) be personal property. The Members hereby specify, acknowledge and agree that all Membership Interests are securities governed by Article 8 and all other provisions of the UCC, and pursuant to the terms of Section 8-103(c) of the UCC such interests shall be “securities” for all purposes under such Article 8 and under all other provisions of the UCC. All Membership Interests shall be represented by certificates substantially in the form attached hereto as Exhibit A, shall be recorded in a register thereof maintained by the Company, and shall be subject to such rules for the issuance thereof in compliance with this Agreement, as the Managing Member may revise Schedule I from time to time determine. The Managing Member is expressly authorized to execute properly reflect any changes to the certificates on behalf information included therein, including to reflect the admission or cessation of the CompanyMembers, in each case in accordance with this Agreement. (d) The Subject to Section 5.4, the Board of Managers shall have the right to cause the Company shall be entitled to treat issue at any time after the registered holder date hereof, for such amount and form of a Membership Interestconsideration as the Board of Managers may determine, as shown in the register of (i) additional Membership Interests referred to in Section 3.1 of this Agreementany kind including creating other classes or series thereof having such powers, designations, preferences and rights as a Member for all purposes may be determined by the Board of this AgreementManagers, except that the Managing Member may record in the register (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Membership Interests any security interest and (iii) warrants, options or other rights to purchase or otherwise acquire Membership Interests, and, subject in all respects to Section 10.3, in connection therewith the Board of a secured party pursuant Managers shall have the power to any security interest permitted by make such amendments to this AgreementAgreement as the Board of Managers in its discretion deems necessary or appropriate to give effect to such additional issuance. (e) If a Member Transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms set forth in ARTICLE IX, the transferor shall automatically cease to be a Member.