Common use of Members Clause in Contracts

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, Member and or a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareShares. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a Member and shall become bound by, and shall be deemed member of the Company upon its execution of a counterpart signature page to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Subject to Section 9(j), the Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose may act by the Company or the Transfer Agentwritten consent. (c) Except as otherwise provided Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Delaware ActCompany and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the debtsresignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), obligations each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and liabilities simultaneously with the Member ceasing to be a member of the Company, whether arising automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in contractthe profits, tort or otherwiselosses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall be solely have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the debtsCompany, obligations and liabilities including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, and each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Members Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member member of the Company. (d) Except to the extent expressly provided in this Agreement: (i) no The Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, intends that distributions made pursuant to this Agreement or upon dissolution of the Company may will be considered as such by law and then only to the extent provided a disregarded entity for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Memberfederal tax purposes. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A MemberArticle III, a Class B Member Article IV and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share‎Article XIII hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the CompanyMember. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XIII), Members may not be expelled from or removed as Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 4.6, Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; ; (ii) no Member holding any class or series, if any, of any Shares of the Company shall have priority over any other Member holding the same class or series of Shares either as to the return of Capital Contributions or as to profits, losses or distributions; ; (iii) no interest shall be paid by the Company on Capital Contributions; and and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (g) For the avoidance of doubt, the Manager is not a Member of the Company by virtue of its position as “Manager” of the Company. The Manager will generally not be entitled to vote on matters submitted to the Members, and will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as Manager.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A MemberArticle III, a Class B Member Article IV and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share‎Article XIII hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the CompanyMember. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XIII), Members may not be expelled from or removed as Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 4.6, Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any class or series, if any, of any Shares of the Company shall have priority over any other Member holding the same class or series of Shares either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (g) For the avoidance of doubt, the Manager is not a Member of the Company by virtue of its position as “Manager” of the Company. The Manager will generally not be entitled to vote on matters submitted to the Members, and will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as Manager.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A MemberArticle III, a Class B Member Article IV and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle XIII hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Members nor the Manager shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member member or manager of the Company. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XIII), Members may not be expelled from or removed as Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 4.6, Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any class or series, if any, of any Shares of the Company shall have priority over any other Member holding the same class or series of Shares either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (g) For the avoidance of doubt, the Manager is not a Member of the Company by virtue of its position as “Manager” of the Company. The Manager will generally not be entitled to vote on matters submitted to the Members, and will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as Manager.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any ShareUnit, and such Person shall become the Record Holder of such ShareUnit, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a ShareUnit. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any ShareShare of any Series, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A MemberMember of any Series, a Class B Member of any Series and or Class C Member, Member of any Series (and may be a Member of one or more Series) and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares of such Series with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to of such Class A Preferred Shares, as applicableSeries, the rights and obligations accorded to the Class B Ordinary Shares of such Series with respect to such Class B Ordinary Shares of such Series and the rights and obligations accorded to the Class C Ordinary Share of such Series with respect to such Class C Ordinary ShareShare of such Series. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company and each Series maintained for such purpose by the Company or and each Series. The Board shall update the Transfer Agent.books and records of the Company and each Series from time to time as necessary to reflect accurately the information therein (c) Except as otherwise provided in the Delaware Act, and subject to Section 2.03(d) and Section 3.01, the debts, obligations and liabilities of the CompanyCompany generally, which are not attributable to any Series, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and none of the Members of any Series shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the CompanyCompany or any Series. (d) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of a Series, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of such Series, and not of any other Series. In addition, the Members shall not be obligated personally for any such debt, obligation or liability of any Series solely by reason of being a Member. (e) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company or any Series, as applicable, may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member of a Series shall have priority over any other Member of a Series either as to the return of Capital Contributions of such Series or as to profits, losses or distributions; (iii) no Member of a Series holding any Shares of any Series shall have priority over any other Member holding shares of the same Series either as to the return of Capital Contributions or as to distributions; (iv) no interest shall be paid by the Company or any Series on Capital Contributions; and (ivv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s or any Series’ business, transact any business in the Company’s name or any Series’ name or have the power to sign documents for or otherwise bind the Company or any Series by reason of being a Member. (ef) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the CompanyCompany or any Series, including business interests and activities in direct competition with the Company or any Series. None of the Company. Neither the Company nor , any Series or any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (g) Unless otherwise specifically set forth herein, any reference herein to a “Member” shall be deemed to be a reference to the Member of a particular Series.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any The mailing address of the Members and without physical execution of this Agreement. A Person may not become a Economic Member without acquiring a Shareis set forth on Schedule B attached hereto. (b) The name and mailing address of each Subject to Section 9(j), the Economic Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose may act by the Company or the Transfer Agentwritten consent. (c) Except as otherwise provided Upon the occurrence of any event that causes the Economic Member to cease to be a member of the Company (other than (i) upon an assignment by the Economic Member of all of its limited liability company interest in the Delaware ActCompany and the admission of the transferee pursuant to Sections 20 and 22, or (ii) the debtsresignation of the Economic Member and the admission of an additional member of the Company pursuant to Sections 21 and 22), obligations each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and liabilities simultaneously with the Economic Member ceasing to be a member of the Company, whether arising in contractautomatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, tort or otherwiseand (ii) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Economic Member. Each Special Member shall be solely the debts, obligations and liabilities a member of the CompanyCompany that has no interest in the profits, losses and capital of the Members Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be obligated personally for required to make any such debt, obligation or liability of capital contributions to the Company solely by reason of being and shall not receive a Member of limited liability company interest in the Company. (d) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no . A Special Member, in its capacity as suchSpecial Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall participate in the operation or management of the Company’s businesshave no right to vote on, transact any business in the Company’s name or have the power to sign documents for approve or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled consent to and may have business interests and engage in business activities in addition to those any action by, or matter relating to to, the Company, including business interests and activities in direct competition with the merger, consolidation or conversion of the Company. Neither Nothing in the immediately preceding sentence shall limit the right of any Special Member in his or her capacity as an Independent Director to vote on any actions as further described herein. In order to implement the admission to the Company nor any of each Special Member, each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any MemberCompany.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any The mailing address of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Shareis set forth on Schedule B attached hereto. (b) The name and mailing address of each Subject to Section 9(j), the Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose may act by the Company or the Transfer Agentwritten consent. (c) Except as otherwise provided Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its limited liability company interest in the Delaware ActCompany and the admission of the transferee pursuant to Sections 22 and 24, or (ii) the debtsresignation of the Member and the admission of an additional member of the Company pursuant to Sections 23 and 24), obligations each Person acting as an Independent Manager pursuant to Section 10 shall, without any action of any Person and liabilities simultaneously with the Member ceasing to be a member of the Company, whether arising in contractautomatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, tort or otherwiseand (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be solely the debts, obligations and liabilities a member of the CompanyCompany that has no interest in the profits, losses and capital of the Members Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be obligated personally for required to make any such debt, obligation or liability of capital contributions to the Company solely by reason of being and shall not receive a Member of limited liability company interest in the Company. (d) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no . A Special Member, in its capacity as suchSpecial Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall participate in have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the operation Company, including, without limitation, the merger, consolidation, division or management conversion of the Company’s business. In order to implement the admission to the Company of each Special Member, transact any business in each Person acting as an Independent Manager pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each Person acting as an Independent Manager pursuant to Section 10 shall not be a member of the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any The mailing address of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Shareis set forth on Schedule B attached hereto. (b) The name and mailing address of each Subject to Section 9(j), the Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose may act by the Company or the Transfer Agentwritten consent. (c) Except as otherwise provided Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Delaware ActCompany and the admission of the transferee pursuant to Sections 22 and 24, or (ii) the debtsresignation of the Member and the admission of an additional member of the Company pursuant to Sections 23 and 24), obligations each person acting as an Independent Director pursuant to Section 10 shall, without any action of any Person and liabilities simultaneously with the Member ceasing to be a member of the Company, whether arising in contractautomatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, tort or otherwiseand (ii) such successor has also accepted its appointment as Independent Director pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be solely the debts, obligations and liabilities a member of the CompanyCompany that has no interest in the profits, losses and capital of the Members Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be obligated personally for required to make any such debt, obligation or liability of capital contributions to the Company solely by reason of being and shall not receive a Member of limited liability company interest in the Company. (d) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no . A Special Member, in its capacity as suchSpecial Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall participate in have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the operation Company, including, without limitation, the merger, consolidation or management conversion of the Company’s business. In order to implement the admission to the Company of each Special Member, transact any business in each person acting as an Independent Director pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director pursuant to Section 10 shall not be a member of the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person The Company shall be admitted as maintain a schedule setting forth: (i) the name and address of each Member and shall become bound by, (ii) the aggregate number of outstanding Units and shall be deemed to have agreed to be bound bythe number and class of Units held by each Member (such schedule, the terms “Schedule of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Members”). The applicable Schedule of Members in effect as of the Effective Date and such Person shall become after giving effect to the Record Holder of such Share, in accordance with the provisions of Recapitalization is set forth as Schedule 2 to this Agreement. A Member may be The Company shall also maintain a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have record of (1) the rights and obligation accorded to aggregate amount of cash Capital Contributions that has been made by the Class A Ordinary Shares Members with respect to such Class A Ordinary Shares or their Units and (2) the rights and obligation accorded to Fair Market Value of any property other than cash contributed by the Class A Preferred Shares Members with respect to such Class A Preferred Sharestheir Units (including, as if applicable, a description and the rights amount of any liability assumed by the Company or to which contributed property is subject) in its books and obligations accorded records. The Schedule of Members may be updated by the Board of Managers in the Company’s books and records from time to time, and as so updated, it shall be the Class B Ordinary Shares definitive record of ownership of each Unit of the Company and all relevant information with respect to such Class B Ordinary Shares each Member. The Company shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval part of any of other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a ShareDelaware Act. (b) The name and mailing address of each No Member or such Member’s representative shall be listed on required or, except as approved by the books Board of Managers and records in accordance with the other provisions of this Agreement, permitted to (i) loan any money or property to the Company maintained for such purpose by Company, (ii) borrow any money or property from the Company or the Transfer Agent(iii) make any additional Capital Contributions. (c) Except Role of Members: (i) Other than the Board of Managers or as otherwise provided expressly set forth in this Agreement, the Members, acting in their capacity as Members, shall not have any right or power to take part in the management or control of the Company or its business and affairs or to act for or bind the Company in any way. No Member has any voting right except with respect to those matters specifically reserved for a Member vote under the Delaware Act and for matters expressly requiring the approval of Members under this Agreement. Notwithstanding the foregoing, the Members have all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Delaware Act. A Member, the debtsany Affiliate thereof or an employee, obligations and liabilities stockholder, agent, director or officer of a Member or any Affiliate thereof, may also be an employee or be retained as an agent of the Company, whether arising . The existence of these relationships and acting in contract, tort or otherwise, shall such capacities will not result in the Member (other than as a Manager) being deemed to be solely participating in the debts, obligations and liabilities control of the Company, and business of the Members shall not be obligated personally for any such debt, obligation Company or otherwise affect the limited liability of the Company solely by reason of being Member. Except as specifically provided herein, a Member of the Company. (dother than as a Manager) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Membernot, in its capacity as sucha Member, shall participate take part in the operation operation, management or management control of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company Company. Except as otherwise required by reason the Delaware Act, each Common Unit will entitle the holder thereof to one vote on all matters to be voted on by the Members. Except as otherwise expressly provided in this Agreement, the holders of being Common Units having voting rights will vote together as a Membersingle class on all matters to be approved by the Members. (eii) Any Member The Company shall be entitled to and may have business interests and engage promptly (but in business activities any event within three Business Days) notify the Members in addition to those relating writing if, to the Company’s knowledge, for any reason, it would be an “investment company” within the meaning of the Investment Company Act, but for the exceptions provided in Section 3(c)(1) or 3(c)(7) thereunder. (iii) Meetings of the Members may be called upon the written request of the Board or Members holding at least 50% of the outstanding Common Units. Such request shall state the location of the meeting and the nature of the business to be transacted at the meeting. Written notice of any such meeting shall be given to all Members not less than two Business Days and not more than 30 days prior to the date of such meeting. Members may vote in person, by proxy or by telephone at any meeting of the Members and may waive advance notice of such meeting. Whenever the vote or consent of Members is permitted or required under this Agreement, such vote or consent may be given at a meeting of the Members or may be given in accordance with the procedure prescribed in this Section 3.01(c)(iii). Except as otherwise expressly provided in this Agreement, the affirmative vote of the Members holding a majority of the outstanding Common Units shall constitute the act of the Members. For the avoidance of doubt, at any meeting of the Members, members may only take, or authorize the taking of, such actions that Members are expressly permitted to take or to authorize under the Delaware Act or this Agreement. (iv) Each Member may authorize any Person or Persons to act for it by proxy on all matters in which such Member is entitled to participate, including business interests and activities waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by such Member or its attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in direct competition with the Companyproxy. Neither Every proxy shall be revocable at the Company nor any pleasure of the other Member executing it. (v) Each meeting of Members shall have any rights be conducted by virtue of this Agreement the Board or such individual Person as the Board deems appropriate. (vi) Any action required or permitted to be taken by the Members may be taken without a meeting if the requisite Members whose approval is necessary consent thereto in any such business interests or activities of any Memberwriting.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle IV hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Subject to Articles X and XI, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to withdraw from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the CompanyCompany Group. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Unit and such Person shall become becomes the Record Holder of such Share, Unit in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member Article III and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle IV hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a ShareUnit. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the CompanyMember. (d) Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Units becomes a Record Holder of such Units, such transferring Member shall cease to be a Member of the Company with respect to the Units so transferred. (e) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) Upon the execution of this Agreement, each Person who was a member of the Company pursuant to the Second Amended Agreement shall continue to be a member of the Company. A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if when such Person purchases or otherwise lawfully acquires any Share, a Unit and such Person shall become becomes the Record Holder of such ShareUnit, in accordance with the provisions or without execution of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a ShareUnit. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Company shall update the books and records from time to time as necessary to reflect accurately the information contained therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Subject to Articles XI and XIII, and except as provided in Sections 3.6, 3.9 and 3.13, Members may not be expelled from or removed as members of the Company. Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Unit becomes a Record Holder of such Unit, such transferring Member shall cease to be a member of the Company solely with respect to the Unit so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Unit Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law Law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a MemberCompany. (ef) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the CompanyCompany Group, and none of the same shall constitute a breach of this Agreement or any duty (including fiduciary duties) otherwise existing at law, in equity or otherwise to any Group Member or Member; provided, that this Section 3.1(f) shall not excuse a breach of any provision of this Agreement binding upon a Person, or limit or otherwise modify any duties (including fiduciary duties) owed by a Person at law, in equity or otherwise (including by contract) to the Company or its Affiliates, in each case arising other than from such Person’s capacity as a Member. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be In connection with the IPO, the Corporation was admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded will acquire Common Units pursuant to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this IPO Common Unit Subscription Agreement. A Person may not become a Member without acquiring a Share. (b) The Company shall maintain a schedule setting forth: (i) the name and mailing address of each Member or and (ii) the aggregate number of outstanding Units and the number and class of Units held by each Member (such Member’s representative schedule, the “Schedule of Members”). The applicable Schedule of Members in effect as of the Effective Date and after giving effect to the Recapitalization, the IPO Common Unit Subscription Agreement and any Common Units to be purchased by the Corporation from the Members with the IPO Net Proceeds is set forth as Schedule 2 to this Agreement. The Company shall be listed also maintain a record of (1) the Capital Account of each Member on the books Effective Date; (2) the aggregate amount of cash Capital Contributions that has been made by the Members with respect to their Units; and records (3) the Fair Market Value of any property other than cash contributed by the Company maintained for such purpose Members with respect to their Units (including, if applicable, a description and the amount of any liability assumed by the Company or to which contributed property is subject) in its books and records. The Schedule of Members may be updated by the Transfer AgentManager without the consent of any Member in the Company’s books and records from time to time, and as so updated, it shall be the definitive record of ownership of each Unit of the Company and all relevant information with respect to each Member. The Company shall be entitled to recognize the exclusive right of a Person properly registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Delaware Act or other applicable Law. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, No Member shall be solely required, except for a Capital Contribution by the debtsCorporation pursuant to Section 3.04(c) or Section 11.02, obligations or, except as approved by the Manager pursuant to Section 6.01 and liabilities in accordance with the other provisions of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Except to the extent expressly provided in this Agreement: , or except for a loan by the Corporation pursuant to Section 3.04(c), permitted to (i) no Member shall be entitled to the withdrawal loan any money or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating property to the Company, including business interests and activities in direct competition with the Company. Neither (ii) borrow any money or property from the Company nor or (iii) make any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Memberadditional Capital Contributions.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Member Interest and such Person shall become becomes the Record Holder of such Share, Member Interest in accordance with the provisions of this AgreementArticle IV hereof. A Member may be a Class A MemberExcept as otherwise provided in Article IV, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Notwithstanding the foregoing, a Person may not become a Member without acquiring a ShareMember Interest. The rights and obligations of a Person who is a Non-citizen Assignee shall be determined in accordance with Section 4.7 hereof. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). A Member’s Member Interest may be represented by a Certificate, as provided in Section 4.1 hereof. (c) Except as otherwise As provided in Section 18-303 of the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the . The Members shall not be obligated personally have no liability under this Agreement, or for any such debt, obligation or liability of the Company solely by reason of being Company, in their capacity as a Member of Member, except as expressly required in this Agreement or the CompanyDelaware Act. (d) Except to the extent expressly provided in this Agreement: (i) no Member shall Members may not be entitled to the withdrawal expelled from or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered removed as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management Members of the Company’s business, transact other than in accordance with Section 4.7 or Section 4.8. Members shall not have any business in right to withdraw from the Company’s name or have the power to sign documents for or otherwise bind the Company by reason ; provided, that when a transferee of being a Member. (e) Any ’s Member Interest becomes a Record Holder of such Member Interest, such transferring Member shall cease to be entitled to and may have business interests and engage in business activities in addition to those relating a Member with respect to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any MemberMember Interest so transferred.

Members. (a) A Person shall be admitted as a Common Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, Common Share in accordance with the provisions of this Agreement. A Member may be a Class A MemberSections 2, a Class B Member 8 and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share9 hereof. A Person may become a Record Holder Common Member without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Common Member without acquiring a Common Share. The price per Common Share will be equal to the Market Price per Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the CompanyMember. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Section 8 or enforcement of the transfer and ownership restrictions contained in Sections 8 and 9), Common Members may not be expelled from or removed as Common Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 8.3, Common Members shall not have any right to resign from the Company; provided, that when a transferee of a Common Member’s Shares becomes a Common Member, such transferring Common Member shall cease to be a Common Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any class or series, if any, of any Shares of the Company shall have priority over any other Member holding the same class or series of Shares either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any For the avoidance of doubt, the Manager is not a Member shall of the Company by virtue of its position as “Manager” of the Company. The Manager will generally not be entitled to and may have business interests and engage in business activities in addition to those relating vote on matters submitted to the CompanyMembers, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall will not have any distribution, redemption, conversion or liquidation rights by virtue of this Agreement in any such business interests or activities of any Memberits status as Manager.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle III. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Subject to Article XI and Sections 3.8 and 3.10, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to withdraw from the Company; provided, however, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such Transferring Member shall cease to be a member of the Company with respect to the Shares so Transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extentextent that distributions, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law Applicable Law and then only to the extent provided for in this Agreement; ; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and and (iviii) except for any member of the Apollo Group, no Member, in its capacity as such, shall participate in the operation operation, management or management control of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a MemberCompany. (ef) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the CompanyCompany Group, and none of the same shall constitute a breach of this Agreement or any duty (including fiduciary duties) otherwise existing at law, in equity or otherwise to any Company Group Member or Member. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Preferred Member, a Class B A Member and or a Class C B Member, and, in such case, shall have the rights and obligation accorded to the Preferred Shares with respect to the Preferred Shares, the rights and obligations accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareShares. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be The Members of the Company are the Persons executing this Agreement as of the date of this Agreement as Members, each of which is admitted to the company as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, effective contemporaneously with the terms of this Agreement if execution by such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company. The Manager shall update the books and records of the Company or from time to time as necessary to reflect accurately the Transfer Agentinformation therein. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of Member. (d) Members shall not have any right to resign from the Company. (de) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be The mailing address of the Member is set forth on Schedule B attached hereto. The Member was admitted to the Company as a Member and shall become bound by, and shall be deemed member of the Company upon its execution of a counterpart signature page to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Subject to Section 9(j), the Member or such Member’s representative shall may act by written consent including taking action permitted hereunder to be listed on the books and records of the Company maintained for such purpose taken by the Company or the Transfer AgentBoard. (c) Except as otherwise provided Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Delaware ActCompany and the admission of the transferee pursuant to Sections 21 and 23, or (ii) the debtsresignation of the Member and the admission of an additional member of the Company pursuant to Sections 22 and 23), obligations each person acting as an Independent Manager pursuant to Section 10 shall, without any action of any Person and liabilities simultaneously with the Member ceasing to be a member of the Company, whether arising in contractautomatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, tort or otherwiseand (ii) such successor has also accepted its appointment as Independent Manager pursuant to Section 10; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be solely the debts, obligations and liabilities a member of the CompanyCompany that has no interest in the profits, losses and capital of the Members Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be obligated personally for required to make any such debt, obligation or liability of capital contributions to the Company solely by reason of being and shall not receive a Member of limited liability company interest in the Company. (d) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no . A Special Member, in its capacity as suchSpecial Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall participate in have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the operation Company, including, without limitation, the merger, consolidation or management conversion of the Company’s business. In order to implement the admission to the Company of each Special Member, transact any business in each person acting as an Independent Manager pursuant to Section 10 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Manager pursuant to Section 10 shall not be a member of the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A MemberArticle III, a Class B Member Article IV and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share‎Article XII hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the CompanyMember. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XII), Members may not be expelled from or removed as Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 4.7, Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any class or series, if any, of any Shares of the Company shall have priority over any other Member holding the same class or series of Shares either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (g) For the avoidance of doubt, the Manager is not a Member of the Company by virtue of its position as “Manager” of the Company. The Manager will generally not be entitled to vote on matters submitted to the Members, and will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as Manager.

Members. (a) A Subject to paragraph (b), a Person shall be admitted as a Member and shall become bound byRecord Holder either as a result of an Initial Offering, Subsequent Offering, a Transfer or at such other time as determined by the Managing Member, and shall be deemed to have agreed upon (i) agreeing to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Shareby completing, signing and such Person shall become delivering to the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Managing Member, a Class B Member and or Class C completed Form of Adherence, which is then accepted by the Managing Member, and(ii) the prior written consent of the Managing Member, in such case, shall have and (iii) otherwise complying with the rights applicable provisions of ARTICLE III and obligation accorded ARTICLE IV. (b) The Managing Member may withhold its consent to the Class A Ordinary Shares with respect to admission of any Person as a Member for any reason, including when it determines in its reasonable discretion that such Class A Ordinary Shares or admission could violate the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareOwnership Restrictions. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Sharean Interest. (bc) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company and each Series maintained for such purpose by the Company or and each Series. The Managing Member shall update the Transfer Agentbooks and records of the Company and each Series from time to time as necessary to reflect accurately the information therein. (cd) Except as otherwise provided in the Delaware ActAct and subject to Sections 3.1(e) and 3.3 relating to each Series, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the CompanyMember. (de) Except to the extent expressly as otherwise provided in this Agreement: (i) no Member the Delaware Act, the debts, obligations and liabilities of a Series, whether arising in contract, tort or otherwise, shall be entitled to solely the withdrawal or return debts, obligations and liabilities of such Series, and not of any Capital Contributionother Series. In addition, except to the extentMembers shall not be obligated personally for any such debt, if any, that distributions made pursuant to this Agreement obligation or upon dissolution liability of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company Series solely by reason of being a Member. (ef) Any Unless otherwise provided herein, and subject to ARTICLE XI, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to resign or redeem their Interests from the Company; provided that when a transferee of a Members Interests becomes a Record Holder of such Interests, such transferring Member shall cease to be a Member of the Company with respect to the Interests so transferred and that Members of a Series shall cease to be Members of such Series when such Series is finally liquidated in accordance with Section 11.3. (g) Except as may be otherwise agreed between the Company or a Series, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the CompanyCompany or a Series, including business interests and activities in direct competition with the Company or any Series. None of the Company. Neither the Company nor , any Series or any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (h) Fintor, Inc. was appointed as the Managing Member of the Company with effect from the date of the formation of the Company on March 15, 2021 and shall continue as Managing Member of the Company until the earlier of (i) the dissolution of the Company pursuant to Section 11.1(a), or (ii) its removal or replacement pursuant to Section 4.3 or ARTICLE X. Except as otherwise set forth in the Series Designation, the Managing Member of each Series shall be Fintor, Inc. until the earlier of (i) the dissolution of the Series pursuant to Section 11.1(b) or 11.1(b)(ii) its removal or replacement pursuant to Section 4.3 or ARTICLE X. Unless provided otherwise in this Agreement, the Interests held by the Managing Member or any of its Affiliates shall be identical to those of a Member and will not have any additional distribution, redemption, conversion or liquidation rights by virtue of its status as the Managing Member; provided, that the Managing Member shall have the rights, duties and obligations of the Managing Member hereunder, regardless of whether the Managing Member shall hold any Interests, and the Managing Member, in its capacity as such, shall not have any economic interest in the Company or any Series.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Bits and such Person shall become becomes the Record Holder of such Share, Bit in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member Article III and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle IV hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a ShareBit. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the CompanyMember. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV), Members may not be expelled from or removed as Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 4.6, Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Bits becomes a Record Holder of such Bits, such transferring Member shall cease to be a Member of the Company with respect to the Bits so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Bit Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any class or series, if any, of any Bits of the Company shall have priority over any other Member holding the same class or series of Bits either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (g) For the avoidance of doubt, the Manager is not a Member of the Company by virtue of its position as “Manager” of the Company. The Manager will generally not be entitled to vote on matters submitted to the Members, and will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as Manager.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound byAs of the Effective Time, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Company shall issue its Common Units and such Person shall become the Record Holder of such Share, Class C Common Incentive Units under and in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, andContribution Agreements, in such caseexchange for ownership interests in RSG LLC. As of the Effective Time, the ownership interest of the Existing Member in the Company shall have be cancelled and replaced by the rights and obligation accorded Common Units issued to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Existing Member under its Contribution Agreement. A Person may not become a Member without acquiring a Share. (b) The Company shall maintain a schedule setting forth: (i) the name and mailing address of each Member, (ii) the aggregate number of outstanding Units and the number and class of Units held by each Member or and (iii) the Class C Common Incentive Unit Return Threshold applicable to each Class C Common Incentive Unit which is outstanding (such Member’s representative shall be listed on schedule, the books and records “Schedule of Members”). The applicable Schedule of Members in effect as of the Effective Date and after giving effect to the Contribution Agreements is on file with the Company. The Company maintained for such purpose shall also maintain a record of (1) the aggregate amount of cash Capital Contributions that has been made by the Members with respect to their Units and (2) the Fair Market Value of any property other than cash contributed by the Members with respect to their Units (including, if applicable, a description and the amount of any liability assumed by the Company or to which contributed property is subject) in its books and records. The Schedule of Members may be updated by the Transfer AgentManager in the Company’s books and records from time to time, and as so updated, it shall be the definitive record of ownership of each Unit of the Company and all relevant information with respect to each Member. The Company shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Delaware Act. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, No Member shall be solely required or, except as approved by the debts, obligations Manager pursuant to Section 6.01 and liabilities in accordance with the other provisions of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Except to the extent expressly provided in this Agreement: , permitted to (i) no Member shall be entitled to the withdrawal loan any money or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating property to the Company, including business interests and activities in direct competition with the Company. Neither (ii) borrow any money or property from the Company nor or (iii) make any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Memberadditional Capital Contributions.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A MemberArticle III, a Class B Member Article IV and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share‎ Article XIII hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the CompanyMember. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XIII), Members may not be expelled from or removed as Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 4.6, Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any class or series, if any, of any Shares of the Company shall have priority over any other Member holding the same class or series of Shares either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (g) For the avoidance of doubt, the Manager is not a Member of the Company by virtue of its position as “Manager” of the Company. The Manager will generally not be entitled to vote on matters submitted to the Members, and will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as Manager.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any The mailing address of the Members and without physical execution Economic Member is set forth on Schedule B attached hereto. The mailing address of this Agreement. A Person may not become a each Independent Member without acquiring a Shareis set forth on Schedule C attached hereto. (b) The name and mailing address of each Subject to Section 8(d), the Economic Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose may act by the Company or the Transfer Agentwritten consent. (c) Except as otherwise provided in Upon the Delaware Act, the debts, obligations and liabilities occurrence of any event that causes an Independent Member to cease to be a member of the Company, whether arising unless and until the Notes are no longer outstanding, a new Independent Member, who shall fulfill the independence requirements set forth in contract, tort or otherwiseSection 4(d) hereof, shall be solely appointed and admitted to the debtsCompany forthwith by the remaining Members and no decision requiring the consent of the Independent Members shall be taken in the interim period before a new Independent Member is appointed and admitted. No resignation or removal of an Independent Member and no appointment and admission of a successor Independent Member, obligations shall be effective until such successor shall have accepted his or her appointment and liabilities admission as an Independent Member by a written instrument in which he or she agrees to be bound by all of the terms and conditions of this Agreement applicable to an Independent Member and to be admitted as a member of the Company. All right, power and authority of an Independent Member shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. No Independent Member shall at any time serve as trustee in bankruptcy for any Affiliate (as defined herein) of the Company. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Members shall consider only the interests of the Company, and including its respective creditors, in acting or otherwise voting on the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Companymatters referred to in Section 8(d). (d) Except to An Independent Member shall mean an individual who shall not have been at the extent expressly provided in this Agreement: time of such individual’s appointment, and may not have been or be at any time (i) no a partner, member, shareholder of, or an officer or employee of, the Company or any of its respective partners, members, shareholders, subsidiaries or Affiliates (other than his or her service as an Independent Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution similar capacity of the Company may be considered as such by law and then only to the extent provided for in this Agreement; or its Affiliates), (ii) no a customer of, or supplier to, the Company or managing member of the Company or any of their respective partners, members, shareholders, subsidiaries or Affiliates (other than an Independent Member shall have priority over any other Member either as to provided by a corporate services company that provides independent persons in the return ordinary course of Capital Contributions or as to profitsits business), losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and a Person controlling any such partner, member, shareholder, supplier or customer or (iv) no Membera member of the immediate family of any such shareholder, in its capacity as suchofficer, shall participate in employee, supplier or customer of any other director of the operation Company or management of the managing member of the Company’s business. As used herein, transact any business in the Company’s name term “control” means the possession, directly or have indirectly, of the power to sign documents for direct or otherwise bind cause the Company direction of the management and policies of a person or entity, whether through ownership of voting securities, by reason of being a Membercontract or otherwise. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to For the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue purposes of this Agreement in Agreement, “Person” shall mean any such business interests individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization, or activities of government or any Memberagency or political subdivision thereof.

Members. (a) The initial Members of the Company are the Persons executing this Operating Agreement as of the date of this Operating Agreement as Class D Members, each of whom shall be admitted to the Company as a Class D Member effective contemporaneously with the execution by such Person of this Operating Agreement. (b) Additional Persons will not be admitted as Members of the Company unless and until subscriptions have been received for the purchase of at least 2,310 Capital Units, which shall be the minimum number of Capital Units offered in the Offering, and all other conditions to the Offering have been satisfied. The Board of Managers will have the option to accept subscriptions in the Offering for up to 4,460 Capital Units until March 15, 2002. The Board of Managers shall have the discretion to terminate the Offering at any time. Total Committed Capital raised in the Offering will be no less than $11,550,000.00 and no greater than $22,300,000.00. A Person shall who subscribes for Capital Units in the Offering will not be admitted as a Member unless and shall become bound byuntil: (i) such Person has submitted a completed subscription agreement, and shall be deemed to have agreed including a counterpart signature agreeing to be bound byby this Operating Agreement, (ii) such Person has submitted full payment of the terms purchase price for the number of this Agreement Capital Units subscribed for in the subscription agreement, or such Person has submitted payment of no less than 10% of such purchase price and delivered a promissory note in form and substance satisfactory to the Company for the balance of such purchase price, (iii) the Board of Managers has, in writing, admitted such Person as a Member by countersigning such Person’s subscription agreement, and (iv) such Person has submitted a completed Corn Delivery Agreement, if such Person purchases is purchasing Class A Capital Units. (c) After the termination of the Offering, a Person may become a Member by acquiring one or otherwise lawfully acquires any Share, and such Person shall become more Capital Units (i) directly from the Record Holder of such Share, Company or (ii) from a Member in accordance a Disposition in compliance with the provisions of this Operating Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Except to Any Person who satisfies the extent expressly provided in requirements of this Agreement: (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Operating Agreement or upon dissolution of the Company may be considered as such by law and then only to a Member unless the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to Person lacks capacity apart from the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a MemberAct. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle III hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative Record Holder shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Subject to Articles X and XI, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to withdraw from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the CompanyCompany Group and none of the same shall constitute a breach of this Agreement or any duty (including fiduciary duties) otherwise existing at law, in equity or otherwise to any Company Group Member or Member. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle III. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Subject to Articles X and XI and, with respect to any class or series of Preferred Shares, the terms of the Share Designation in respect of such class or series of Preferred Shares, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to withdraw from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the CompanyCompany Group. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) Upon the execution of this Agreement, each Person who was a member of the Company pursuant to the Third Amended Agreement shall continue to be a member of the Company. A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if when such Person purchases or otherwise lawfully acquires any Share, a Unit and such Person shall become becomes the Record Holder of such ShareUnit, in accordance with the provisions or without execution of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a ShareUnit. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Company shall update the books and records from time to time as necessary to reflect accurately the information contained therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Subject to Articles XI and XIII, and except as provided in Sections 3.6, 3.9 and 3.13, Members may not be expelled from or removed as members of the Company. Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Unit becomes a Record Holder of such Unit, such transferring Member shall cease to be a member of the Company solely with respect to the Unit so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Unit Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law Law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a MemberCompany. (ef) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the CompanyCompany Group, and none of the same shall constitute a breach of this Agreement or any duty (including fiduciary duties) otherwise existing at law, in equity or otherwise to any Group Member or Member; provided, that this Section 3.1(f) shall not excuse a breach of any provision of this Agreement binding upon a Person, or limit or otherwise modify any duties (including fiduciary duties) owed by a Person at law, in equity or otherwise (including by contract) to the Company or its Affiliates, in each case arising other than from such Person’s capacity as a Member. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debtsDebts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debtsDebts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debtDebt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Subject to Articles IX and X, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iviii) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (ai) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A MemberArticle III, a Class B Member Article IV and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share‎Article XIII hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (bii) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (ciii) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member. (iv) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XIII), Members may not be expelled from or removed as Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 4.6, Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the CompanyCompany with respect to the Shares so transferred. (dv) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; ; (ii) no Member holding any class or series, if any, of any Shares of the Company shall have priority over any other Member holding the same class or series of Shares either as to the return of Capital Contributions or as to profits, losses or distributions; ; (iii) no interest shall be paid by the Company on Capital Contributions; and and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (evi) Any Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (vii) For the avoidance of doubt, the Manager is not a Member of the Company by virtue of its position as “Manager” of the Company. The Manager will generally not be entitled to vote on matters submitted to the Members, and will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as Manager.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle III. A Person may become a Record Holder and, thus, a Member, without the consent or approval of any of the Members and without physical execution of this Agreementother Member. A Person may not become a Member without acquiring becoming a Record Holder of a Share. (b) The name and mailing address of each Member or such Member’s representative Record Holder shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members no Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the CompanyMember. (d) Subject to Articles XIII and XIV, Members may not be expelled from or removed as Members. Members shall not have any right to withdraw from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law Law and then only to the extent provided for in this Agreement; (ii) except as otherwise expressly provided in this Agreement or with respect to a Share Designation, no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributionsDividends; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company Company, by reason of being a Member. (ef) Any Member Member, including, for the avoidance of doubt, the Sponsor Group, shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the CompanyCompany Group, and none of the same shall constitute a breach of this Agreement or any duty (including fiduciary duties) otherwise existing at law, in equity or otherwise to any Group Member or Member. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) Upon the execution of this Agreement, (i) the Oaktree Member, as the sole holder of the Class B Units, shall continue to be a Member of the Company, (ii) the Persons holding Series A Preferred Units shall continue to be Members of the Company, (iii) the Persons holding Series B Preferred Units shall continue to be Members of the Company, and (iv) the Brookfield Member, as the sole holder of the Class A Units, shall continue to be a Member of the Company. In the case of Preferred Units, from and after the date of this Agreement, a Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if when such Person purchases or otherwise lawfully acquires any Share, a Preferred Unit and such Person shall become becomes the Record Holder of such SharePreferred Unit, in accordance with the provisions or without execution of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder of a Preferred Unit without the consent or approval of any of the Members and without physical execution Members. No other Person may become a Record Holder of this AgreementCommon Units, except as provided in Section 3.5(h). A Person may not become a Member without acquiring a ShareUnit. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Company shall update the books and records from time to time as necessary to reflect accurately the information contained therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Subject to Articles XI and XIII, and except as provided in Sections 3.6, 3.9 and 3.13, Members may not be expelled from or removed as members of the Company. Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Unit becomes a Record Holder of such Unit in a permitted transfer, such transferring Member shall cease to be a member of the Company solely with respect to the Unit so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Unit Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law Law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a MemberCompany. (ef) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the CompanyCompany Group, and none of the same shall constitute a breach of this Agreement or any duty (including fiduciary duties) otherwise existing at law, in equity or otherwise to any Group Member or Member; provided, that this Section 3.1(f) shall not excuse a breach of any provision of this Agreement binding upon a Person, or limit or otherwise modify any duties (including fiduciary duties) owed by a Person at law, in equity or otherwise (including by contract) to the Company or its Affiliates, in each case arising other than from such Person’s capacity as a Member. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be Each of the FE Member and the Investor Member is hereby or was heretofore admitted to the Company as a Member, and hereby continues as such. Unless admitted to the Company as a Member and shall become bound byas provided in this Agreement, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such no Person shall become the Record Holder of such Sharebe, in accordance with the provisions of this Agreement. A Member may be a Class A Memberfact or for any other purpose, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each No Member or such Member’s representative shall be listed on the books and records of have any right to withdraw from the Company maintained for such purpose except as expressly set forth herein. No Membership Interest is redeemable or repurchasable by the Company at the option of a Member. Except as expressly set forth in this Agreement, no event affecting a Member (including dissolution, bankruptcy or insolvency) shall affect its obligations under this Agreement or affect the Transfer AgentCompany. (c) Except The Members’ names, addresses and Percentage Interests are set forth on the Schedule of Members attached to this Agreement as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the CompanySchedule 1. (d) Except to the extent expressly provided No Member, acting in this Agreement: (i) no Member its capacity as a Member, shall be entitled to the withdrawal or return of vote on any Capital Contribution, except matter relating to the extent, if any, that distributions made pursuant to this Agreement Company other than as specifically required by the Act or upon dissolution of the Company may be considered as such by law and then only to the extent provided for expressly set forth in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Except as otherwise expressly set forth in this Agreement, any matter requiring the action, consent, vote or other approval of the Members hereunder shall require action, consent, vote or approval of the Members owning at least a majority of the Membership Interests. (f) A Member shall automatically cease to be entitled a Member upon Transfer of all of such Member’s Membership Interests made pursuant to and may have business interests in accordance with the terms of this Agreement. Immediately upon any such permissible Transfer, the Company shall cause such Member to be removed from Schedule 1 to this Agreement and engage to be substituted by the transferee or transferees in business activities in addition such Transfer, and, except as otherwise expressly provided for herein, such transferee or transferees shall be deemed to those relating be a “Party” for all purposes hereunder and all references to the CompanyFE Member or the Investor Member, including business interests and activities as the case may be, shall be deemed to be references to such transferee or transferees (notwithstanding, in direct competition with the Company. Neither the Company nor any case that more than one Person is a transferee of the other Members shall have any rights by virtue of this Agreement such Membership Interests, that such defined terms as used herein are singular in any such business interests or activities of any Membernumber).

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if when such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Sharewithout execution of this Agreement. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to time as necessary to reflect accurately the information contained therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the CompanyMember. (d) Subject to Articles X and XI, Members may not be expelled from or removed as Members. Members shall not have any right to withdraw from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation), (i) no Member shall be entitled to the withdrawal or return of any Capital Contributioncapital contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law Law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions any capital contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributionsany capital contributions; and (iv) no Member, in its capacity as such, shall participate in the operation operation, management or management control of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the CompanyCompany Group, and none of the same shall constitute a breach of this Agreement or any duty (including fiduciary duties) otherwise existing at Law, in equity or otherwise to the Company or any Member; provided, that this Section 3.1(f) shall not excuse a breach of any provision of this Agreement binding upon a Person, or limit or otherwise modify any duties (including fiduciary duties) owed by a Person at law, in equity or otherwise (including by contract) to the Company or any Member, in each case, arising other than from such Person’s capacity as a Member. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A MemberArticle III, a Class B Member Article IV and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle XIII hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the CompanyMember. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XIII), Members may not be expelled from or removed as Members of the Company. Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any class or series, if any, of any Shares of the Company shall have priority over any other Member holding the same class or series of Shares either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (g) For the avoidance of doubt, the Manager is not a Member of the Company by virtue of its position as “Manager” of the Company. The Manager will generally not be entitled to vote on matters submitted to the Members, and will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as Manager.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be both a Class A Member, Member and a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share B Shares with respect to such Class C Ordinary ShareB Shares. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) In connection with the Transactions, the Corporation acquired Common Units, Series A Preferred Units, Common Warrants and Investor Warrants from the Company as consideration for the Closing Contributions and was admitted as a Member. (b) The Company shall maintain a schedule setting forth: (i) the name and address of each Member; (ii) the aggregate number of outstanding Units and the number and class of Units held by each Member; (iii) the aggregate amount of cash Capital Contributions that have been made by the Members with respect to their Units; and (iv) the Fair Market Value of any property other than cash contributed by the Members with respect to their Units (including, if applicable, a description and the amount of any liability assumed by the Company or to which contributed property is subject) (such schedule, as updated and amended from time to time in accordance with the terms of this Agreement, the “Schedule of Members”). The Schedule of Members in effect as of the Effective Time and after giving effect to the Transactions, including the Recapitalization, is set forth as Schedule 2 to this Agreement. The Schedule of Members may be updated by the Manager in the Company’s books and records from time to time, and as so updated, it shall be the definitive record of ownership of each Unit of the Company and all relevant information with respect to each Member. The Company shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Delaware Act. Following the date hereof, no Person shall be admitted as a Member and shall become bound by, and no additional Units shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, issued except as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agentexpressly provided herein. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, No Member shall be solely required or, except as approved by the debts, obligations Manager pursuant to Section 6.01 and liabilities in accordance with the other provisions of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Except to the extent expressly provided in this Agreement: , permitted to (i) no Member shall be entitled to the withdrawal loan any money or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating property to the Company, including business interests and activities in direct competition with the Company. Neither (ii) borrow any money or property from the Company nor or (iii) make any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Memberadditional Capital Contributions.

Members. (a) A Subject to paragraph (b), a Person shall be admitted as a Member and shall become bound byRecord Holder either as a result of an Initial Offering, Subsequent Offering, a Transfer or at such other time as determined by the Managing Member, and shall be deemed to have agreed upon (i) agreeing to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Shareby completing, signing and such Person shall become delivering to the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Managing Member, a Class B Member and or Class C completed Form of Adherence, which is then accepted by the Managing Member, and(ii) the prior written consent of the Managing Member, in such case, shall have and (iii) otherwise complying with the rights applicable provisions of ARTICLE III and obligation accorded ARTICLE IV. (b) The Managing Member may withhold its consent to the Class A Ordinary Shares with respect to admission of any Person as a Member for any reason, including when it determines in its reasonable discretion that such Class A Ordinary Shares or admission could violate the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareOwnership Restrictions. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Sharean Interest. (bc) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company and each Series maintained for such purpose by the Company or and each Series. The Managing Member shall update the Transfer Agentbooks and records of the Company and each Series from time to time as necessary to reflect accurately the information therein. (cd) Except as otherwise provided in the Delaware ActAct and subject to Sections 3.1(e) and 3.3 relating to each Series, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the CompanyMember. (de) Except to the extent expressly as otherwise provided in this Agreement: (i) no Member the Delaware Act, the debts, obligations and liabilities of a Series, whether arising in contract, tort or otherwise, shall be entitled to solely the withdrawal or return debts, obligations and liabilities of such Series, and not of any Capital Contributionother Series. In addition, except to the extentMembers shall not be obligated personally for any such debt, if any, that distributions made pursuant to this Agreement obligation or upon dissolution liability of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company Series solely by reason of being a Member. (ef) Any Unless otherwise provided herein, and subject to ARTICLE XI, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to resign or redeem their Interests from the Company; provided that when a transferee of a Member’s Interests becomes a Record Holder of such transferred Interests, such transferring Member shall cease to be a Member of the Company with respect to the Interests so transferred and that Members of a Series shall cease to be Members of such Series when such Series is finally liquidated in accordance with Section 11.3. (g) Except as may be otherwise agreed between the Company or a Series, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the CompanyCompany or a Series, including business interests and activities in direct competition with the Company or any Series. None of the Company. Neither the Company nor , any Series or any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (h) Vestible, Inc. was appointed as the Managing Member of the Company with effect from the date of the formation of the Company on July 20, 2022 and shall continue as Managing Member of the Company until the earlier of (i) the dissolution of the Company pursuant to Section 11.1(a), or (ii) its removal or replacement pursuant to Section 4.3 or ARTICLE X. Except as otherwise set forth in the Series Designation, the Managing Member of each Series shall be Vestible, Inc. until the earlier of (i) the dissolution of the Series pursuant to Section 11.1(b) or 11.1(b)(ii) its removal or replacement pursuant to Section 4.3 or ARTICLE X. Unless provided otherwise in this Agreement, the Interests held by the Managing Member or any of its Affiliates shall be identical to those of a Member and will not have any additional distribution, redemption, conversion or liquidation rights by virtue of its status as the Managing Member; provided, that the Managing Member shall have the rights, duties and obligations of the Managing Member hereunder, regardless of whether the Managing Member shall hold any Interests, and the Managing Member, in its capacity as such, shall not have any economic interest in the Company or any Series.

Members. (a) A Person shall be admitted as a Member Subject to the limitations and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of restrictions set forth in this Agreement if such Person purchases or otherwise lawfully acquires any Shareand the Act, each Member shall have all the rights, powers and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member obligations which may be possessed by a Class A Member, member of a Class B Member limited liability company under the Act and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, otherwise as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Shareprovided by law. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records Meetings of the Company maintained Members may be called by any Member on at least ten (10) business days’ prior written notice to the other Members, which notice shall contain the time, place and purpose of such meeting. The presence in person or by proxy of both of the Members shall constitute a quorum for such purpose the transaction of business by the Company or Members at such meeting. Except as otherwise expressly set forth herein, all actions of the Transfer AgentMembers taken at a meeting shall require the affirmative vote of both of the Members. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities Notice of any meeting of the Company, whether arising in contract, tort Members may be waived by any Member before or otherwise, shall be solely the debts, obligations and liabilities after such meeting. Meetings of the CompanyMembers may be conducted by conference telephone facilities or other similar technology. The Members may approve a matter or take any action without a meeting by a written consent of the Members, and which must be executed by both of the Members. In no instance where action is authorized by written consent of the Members shall not a meeting of the Members be obligated personally for required to be called or notice to be given. The writing or writings evidencing any such debt, obligation or liability consent shall be filed with the minutes of proceedings of the Company solely by reason of being a Member and copies thereof shall be sent to each of the CompanyMembers. (d) Except to as expressly set forth herein, neither Member or any of its Affiliates shall have any liability for the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal debts, obligations or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution liabilities of the Company may be considered as such by law and then only to or of the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return or any of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a MemberAffiliates. (e) Any Member The Members shall adopt credit and operational policies described in Exhibit A attached hereto, which policies may be modified from time to time by mutual agreement of the Members; provided, however, that such credit and operational policies shall not be inconsistent with the credit and operational policies of TCFIF. TCFIF Sub shall be entitled to responsible for advising the Members of TCFIF’s credit and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Memberoperational policies.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A MemberArticle III, a Class B Member Article IV and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle IX hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Directors shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Investment Manager or the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort tort, or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members no Member shall not be obligated personally for any such debt, obligation obligation, or liability of the Company solely by reason of being a Member Member. Members shall have the same limitation of personal liability as is extended to shareholders of a private corporation for profit incorporated in the CompanyState of Delaware, to the extent that such limitation of liability is greater than the limitation of liability specifically provided herein. (d) Unless otherwise provided herein (including in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XIV), Members may not be expelled from or removed as Members of the Company. Except in connection with any repurchase offer pursuant to Section 4.5, Members shall not have any right to resign or withdraw from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; ; (ii) no Member holding any Class or series, of any Shares of the Company shall have priority over any other Member holding the same Class or series of Shares either as to the return of Capital Contributions or as to profitsdistributions, losses or distributions; subject to the distinctions permitted among Classes of the same series as established by the Board, consistent with the requirements of the Investment Company Act; (iii) no interest shall be paid by the Company on Capital Contributions; and and (iv) no Member, in its capacity as such, shall participate in the management or operation the Company or management of the Company’s its business, transact any business in the Company’s name or on behalf of the Company, or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Except as may be otherwise agreed in writing between the Company, on the one hand, and such Member, on the other hand, a Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be In connection with the Reorganization, among other things, the Corporation is hereby admitted as a Member upon the Effective Date and shall become bound by, and shall be deemed will acquire Common Units pursuant to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any Section 2.1(c) of the Members and without physical execution of this Reorganization Agreement. A Person may not become a Member without acquiring a Share. (b) The Company shall maintain a schedule setting forth: (i) the name and mailing address of each Member; (ii) the aggregate number of outstanding Units and the number and class of Units held by each Member; (iii) the Capital Account of each Member or such Member’s representative shall be listed on the books Effective Date; (iv) the aggregate amount of cash Capital Contributions that has been made by the Members with respect to their Units; and records (v) the Fair Market Value of any property other than cash contributed by the Company maintained for such purpose Members with respect to their Units (including, if applicable, a description and the amount of any liability assumed by the Company or to which contributed property is subject) (such schedule, the Transfer Agent“Schedule of Members”). The applicable Schedule of Members in effect as of the Effective Date and after giving effect to the Recapitalization, the IPO Common Unit Purchase and any Common Units to be purchased by the Corporation from the Members with the IPO Net Proceeds is set forth as Schedule 2 to this Agreement. The Schedule of Members may be updated by the Manager without the consent of any Member in the Company’s books and records from time to time, and as so updated, it shall be the definitive record of ownership of each Unit of the Company and all relevant information with respect to each Member. The Company shall be entitled to recognize the exclusive right of a Person properly registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Delaware Act or other applicable Law. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, No Member shall be solely required, except for a deemed Capital Contribution by the debtsCorporation pursuant to Section 3.10(a)(ii) or Section 3.10(c)(ii) or a Capital Contribution by the Corporation pursuant to Section 3.10(a)(i), obligations Section 3.10(b)(iv), or, except as approved by the Manager pursuant to Section 6.01 and liabilities in accordance with the other provisions of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Except to the extent expressly provided in this Agreement: , permitted to (i) no Member shall be entitled to the withdrawal loan any money or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating property to the Company, including business interests and activities in direct competition with the Company. Neither (ii) borrow any money or property from the Company nor or (iii) make any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Memberadditional Capital Contributions.

Members. (a) A Person Each of the parties to this Agreement shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed of the Company until such Person ceases to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, a Member in accordance with the provisions of this Agreement. A Each Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights rights, powers, duties, obligations, preferences and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, privileges of a Member as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of set forth in this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall No additional Members may be listed on the books and records of admitted to the Company maintained except (i) to the extent agreed upon by the Qualifying Members as a Major Decision, or (ii) for such purpose Permitted Transferees pursuant to Article Six hereof. Any distribution by the Company to the Person shown on the Company’s records as a Member or to its legal representatives, an assignee of the right to receive distributions as provided herein, or an Unadmitted Assignee shall acquit the Company and the Members of all liability to any other Person who may be interested in such distribution by reason of assignment or Transfer Agentof a Member’s Units for any reason. (c) Except as otherwise provided in No additional Members shall be admitted to the Delaware Company if the admission of such Member would: (i) cause the Company’s assets to be deemed to be “plan assets” for purposes of ERISA, (ii) cause the Company to be deemed to be an “investment company” for purposes of the Investment Company Act, the debts(iii) materially violate, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of cause the Company solely by reason of being a Member of the Companyto materially violate, any material applicable law or regulation, including any applicable United States federal or state securities laws or (iv) violate any other applicable law. (d) Except The names, addresses, initial Capital Contributions, Units and Percentage Interests of the Members of the Company are set forth on Appendix A to the extent expressly provided in this Agreement: (i) no Member . Appendix A shall be entitled revised from time to time by the Manager to reflect the withdrawal or return admission of any Capital ContributionMembers, except the Transfer of Units by Members pursuant to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution provisions of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to , the return issuance of additional Units in respect of additional Capital Contributions or as made to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Memberthe Members in accordance with this Article Three, and to reflect any other change in the information set forth therein. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Unit and such Person shall become becomes the Record Holder of such Share, Unit in accordance with the provisions of this Agreement. A Member may be a Class A MemberArticle III, a Class B Member Article IV and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle XIII hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a ShareUnit. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose Register by the Company (or the Transfer Agent, if any). The Manager shall update the Register from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Members nor the Manager shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member member or manager of the Company. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XIII), Members may not be expelled from or removed as Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 4.7, Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Units becomes a Record Holder of such Units, such transferring Member shall cease to be a Member of the Company with respect to the Units so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Unit Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution and winding up of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any class or series, if any, of any Units of the Company shall have priority over any other Member holding the same class or series of Units either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Notwithstanding any duty otherwise existing at law or in equity, except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (g) For the avoidance of doubt, the Manager is not a Member of the Company by virtue of its position as “Manager” of the Company. The Manager will generally not be entitled to vote on matters submitted to the Members, and will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as Manager.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A MemberArticle III, a Class B Member Article IV and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle XIII hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the CompanyMember. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XIII), Members may not be expelled from or removed as Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 4.6, Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any class or series, if any, of any Shares of the Company shall have priority over any other Member holding the same class or series of Shares either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (g) For the avoidance of doubt, the Manager is not a Member of the Company by virtue of its position as “Manager” of the Company. The Manager will generally not be entitled to vote on matters submitted to the Members, and will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as Manager.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle IV hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debtsDebts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debtsDebts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debtDebt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Subject to Articles IX and X, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iviii) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares Article III and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Shareother terms of this Agreement. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Subject to Articles X and XII, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to withdraw from the Company; provided, that when a transferee of a Member's Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation, as such term is defined in Section 3.2(c)): (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s 's business, transact any business in the Company’s 's name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the CompanyCompany Group. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A MemberArticle III, a Class B Member Article IV and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share‎Article IX hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Directors shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Investment Manager or the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member Member. Members shall have the same limitation of personal liability as is extended to shareholders of a private corporation for profit incorporated in the CompanyState of Delaware, to the extent that such limitation of liability is greater than the limitation of liability specifically provided herein. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XIV), Members may not be expelled from or removed as Members of the Company. Except in connection with any repurchase offer pursuant to Section 4.5, Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; ; (ii) no Member holding any Class or series, if any, of any Shares of the Company shall have priority over any other Member holding the same Class or series of Shares either as to the return of Capital Contributions or as to profitsdistributions, losses or distributions; subject to the distinctions permitted among Classes of the same series as established by the Board, consistent with the requirements of the Investment Company Act; (iii) no interest shall be paid by the Company on Capital Contributions; and and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) Upon the execution of this Agreement, each Person who was a member of the Company pursuant to the Original Operating Agreement shall continue to be a member of the Company. A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if when such Person purchases or otherwise lawfully acquires any Share, Unit and such Person shall become becomes the Record Holder of such Share, Unit in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and with or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Sharewithout execution of this Agreement. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a ShareUnit. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Company shall update, or shall cause the Transfer Agent to update, the books and records of the Company from time to time as necessary to reflect accurately the information contained therein. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Subject to Section 3.12 and Article X, Members may not be expelled from or removed as Members. Members shall not have any right to withdraw from the Company; provided, that when a transferee of a Member’s Units becomes a Record Holder of such Units, such transferring Member shall cease to be a member of the Company with respect to the Units so Transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including Section 4.2(a), Section 4.4 and the terms of any Unit Designation): (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by applicable law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of any Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on any Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation operation, management or management control of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Companymembers of the Company Group or their respective Affiliates, and none of the same shall constitute a breach of this Agreement or any duty (including fiduciary duties) otherwise existing at law, in equity or otherwise to any member of the Company Group, their respective Affiliates or any other Member; provided, that this Section 3.1(f) shall not excuse a breach of any provision of this Agreement binding upon a Person, or limit or otherwise modify any duties (including fiduciary duties) owed by a Person at law, in equity or otherwise (including by contract) to any member of the Company Group or their respective Affiliates, in each case arising other than from such Person’s capacity as a Member. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member Member, subject to the approval of the Members representing 100% of the Units outstanding, and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any ShareUnit, and such Person shall become the Record Holder of such ShareUnit, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Shareone or more Units. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer AgentCompany. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle III hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative Record Holder shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Subject to Article XIV, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to resign from the Company; provided, that when a Transferee of a Member’s Shares becomes a Record Holder of such Shares, such Transferring Member shall cease to be a member of the Company with respect to the Shares so Transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) Upon the execution of this Agreement, each Person who was a member of the Company pursuant to the Original Operating Agreement shall continue to be a member of the Company. A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if when such Person purchases or otherwise lawfully acquires any Share, Unit and such Person shall become becomes the Record Holder of such Share, Unit in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and with or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Sharewithout execution of this Agreement. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a ShareUnit. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Company shall update, or shall cause the Transfer Agent to update, the books and records of the Company from time to time as necessary to reflect accurately the information contained therein. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Subject to Section 3.12, Article X and Article XI, Members may not be expelled from or removed as Members. Members shall not have any right to withdraw from the Company; provided, that when a transferee of a Member’s Units becomes a Record Holder of such Units, such transferring Member shall cease to be a member of the Company with respect to the Units so Transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including Section 4.2(a), Section 4.3 and the terms of any Unit Designation): (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by applicable law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of any Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on any Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation operation, management or management control of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Companymembers of the Company Group or their respective Affiliates, and none of the same shall constitute a breach of this Agreement or any duty (including fiduciary duties) otherwise existing at law, in equity or otherwise to any member of the Company Group, their respective Affiliates or any other Member; provided, that this Section 3.1(f) shall not excuse a breach of any provision of this Agreement binding upon a Person, or limit or otherwise modify any duties (including fiduciary duties) owed by a Person at law, in equity or otherwise (including by contract) to any member of the Company Group or their respective Affiliates, in each case arising other than from such Person’s capacity as a Member. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A MemberArticle III, a Class B Member Article IV and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share‎Article XIII hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the CompanyMember. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XIII), Members may not be expelled from or removed as Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 4.5, Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any class or series, if any, of any Shares of the Company shall have priority over any other Member holding the same class or series of Shares either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (g) For the avoidance of doubt, the Manager is not a Member of the Company solely by virtue of its position as “Manager” of the Company. Except to the extent that the Manager owns Shares, the Manager will not be entitled to vote on matters submitted to the Members, and will not have any distribution, redemption, conversion or liquidation rights solely by virtue of its status as Manager.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A MemberArticles III, a Class B Member IV and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareXIII hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the CompanyMember. (d) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of a Series, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of such Series, and not of any other Series. In addition, the Members shall not be obligated personally for any such debt, obligation or liability of any Series solely by reason of being a Member. (e) Unless otherwise provided herein, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to resign from the Company; provided, that when a transferee of a Member's Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred. (f) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation or Series Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company or any Series may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any class or series of any Shares of a Series shall have priority over any other Member holding the same class or series of Shares of such Series either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company or any Series on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s businessbusiness of the Company or any Series, transact any business in the Company’s 's or any Series' name or have the power to sign documents for or otherwise bind the Company or any Series by reason of being a Member. (eg) Any Except as may be otherwise agreed between the Company or a Series, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the CompanyCompany or a Series, including business interests and activities in direct competition with the CompanyCompany or any Series. Neither the Company Company, any Series nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (h) The Managing Member, by execution of this Agreement, continues to be admitted as a member of the Company. The Managing Member will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as the Managing Member.

Members. (a) A Person Each of the parties to this Agreement shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed of the Company until such Person ceases to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, a Member in accordance with the provisions of this Agreement. A Each Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights rights, powers, duties, obligations, preferences and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, privileges of a Member as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of set forth in this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall No additional Members may be listed on the books and records of admitted to the Company maintained except (i) to the extent agreed upon by the Qualifying Members as a Major Decision, or (ii) for such purpose Permitted Transferees pursuant to Article Six hereof. Any distribution by the Company to the Person shown on the Company’s records as a Member or to its legal representatives, an assignee of the right to receive distributions as provided herein, or an Unadmitted Assignee shall acquit the Company and the Members of all liability to any other Person who may be interested in such distribution by reason of assignment or Transfer Agentof a Member’s Units for any reason. (c) Except as otherwise provided in No additional Members shall be admitted to the Delaware Company if the admission of such Member would: (i) cause the Company’s assets to be deemed to be “plan assets” for purposes of ERISA, (ii) cause the Company to be deemed to be an “investment company” for purposes of the Investment Company Act, the debts(iii) materially violate, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of cause the Company solely by reason of being a Member of the Companyto materially violate, any material applicable law or regulation, including any applicable United States federal or state securities laws or (iv) violate any other applicable law. (d) Except The names, addresses, initial Capital Contributions, Units and Percentage Interests of the Members of the Company are set forth on Appendix A to the extent expressly provided in this Agreement: (i) no Member . Appendix A shall be entitled revised from time to time by the Manager to reflect the withdrawal or return admission of any Capital ContributionMembers, except the Transfer of Units by Members pursuant to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution provisions of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to , the return issuance of additional Units in respect of additional Capital Contributions or as made to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Memberthe Members in accordance with this Article Three, and to reflect any other change in the information set forth therein. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating Notwithstanding that pursuant to the Companydefinitions of “Affiliate”, including business interests “controlling”, “controlled by”, and activities in direct competition with “under common control with” set forth herein GAHR3 and GAHR4 are deemed to be Affiliates, the Company. Neither the Company nor Members agree that for purposes of this Agreement (i) GAHR3 and its subsidiaries and GAHR4 and its subsidiaries are not and will not be deemed to be “Affiliates”, (ii) GAHR3 and its subsidiaries and GAHR4 and its subsidiaries shall not be afforded any of the other Members shall have any rights by virtue and privileges afforded hereunder to Affiliates, and (iii) as of this Agreement in any such business interests or activities the date hereof GAHR4 is not a Qualifying Member as the aggregation of any MemberPercentage Interests of Affiliates does not apply to GAHR3 and GAHR4.

Members. (a) A Person shall be The Corporation was previously admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any member of the Members Company and without physical hereby continues as a member of the Company. The HoldCo is hereby admitted as a member of the Company upon its execution of this Agreement. A Person may not become a Member without acquiring a ShareThe Corporation and the HoldCo will acquire Common LLC Interests pursuant to the LLC Subscription Agreement. (b) The Company shall maintain a schedule setting forth: (i) the name and mailing address of each Member or and (ii) the aggregate number of outstanding LLC Interests and the number and class of LLC Interests held by each Member (such Member’s representative schedule, the “Schedule of Members”). The applicable Schedule of Members in effect as of the Effective Date and after giving effect to the Cancellation and the LLC Subscription Agreement is set forth as Schedule 1 to this Agreement. The Company shall be listed also maintain a record of (1) the Capital Account of each Member on the books Effective Date; (2) the aggregate amount of cash Capital Contributions that has been made by the Members with respect to their LLC Interests; and records (3) the Fair Market Value of any property other than cash contributed by the Company maintained for such purpose Members with respect to their LLC Interests (including, if applicable, a description and the amount of any liability assumed by the Company or to which contributed property is subject) in its books and records. The Schedule of Members may be updated by the Transfer AgentManager without the consent of any Member in the Company’s books and records from time to time, and as so updated, it shall be the definitive record of ownership of each LLC Interest of the Company and all relevant information with respect to each Member. The Company shall be entitled to recognize the exclusive right of a Person properly registered on its records as the owner of LLC Interests for all purposes and shall not be bound to recognize any equitable or other claim to or interest in LLC Interests on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Delaware Act or other applicable Law. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, No Member shall be solely required or permitted, except for a Capital Contribution by the debtsCorporation pursuant to Section 3.04(c), obligations or except as approved by the Manager pursuant to Section 6.01 and liabilities in accordance with the other provisions of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Except to the extent expressly provided in this Agreement: , or except for a loan by the Corporation pursuant to Section 3.04(c) to (i) no Member shall be entitled to the withdrawal loan any money or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating property to the Company, including business interests and activities in direct competition with the Company. Neither (ii) borrow any money or property from the Company nor or (iii) make any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Memberadditional Capital Contributions.

Members. (a) The LLC Securities represent limited liability company Member interests in the Company. The Company shall have two classes of Members, one represented by the Capital Securities and the other represented by the Common Securities. The Capital Securities and the Common Securities shall have such relative rights, powers and duties as are provided for in this Agreement. (b) A Person shall be admitted as a Member and shall become bound byby the terms of this Agreement, without execution of this Agreement, if such Person (or a representative authorized by such Person orally, in writing or by other action such as payment for an interest) complies with the conditions for becoming a Member as set forth in Section 2.15(c) and requests (which request shall be deemed to have agreed to been made upon acquisition of a Capital Security from the Company or upon an assignment of a Capital Security from another Person) that the records of the Company (maintained by or on behalf of the Company) reflect such admission. The Company shall be bound bynotified promptly of any change in the Holders of Capital Securities. The Company will reflect the admission of a Member in the records of the Company (maintained by or on behalf of the Company) as soon as is reasonably practicable after either of the following events: (i) in the case of a Person acquiring a Capital Security directly from the Company, at the terms time of this Agreement if such Person purchases or otherwise lawfully acquires any Sharepayment therefor, and such (ii) in the case of an assignment of a Capital Security, upon notification thereof (the Company being entitled to assume, in the absence of knowledge to the contrary, that proper payment has been made by the assignee). (c) Whether acquiring a Capital Security directly from the Company or by assignment, a Person shall become the Record be admitted as a Member upon becoming a Holder of a Capital Security and the reflection of such Share, Person's admission as a Member in the records of the Company (maintained by or on behalf of the Company). The consent of any other Member shall not be required for the admission of a Member. (d) Each Member waives any and all rights that it may have to maintain an action for partition of the Company's property. (e) The Managing Member shall have no right to resign from the Company. Any other Member may only resign from the Company prior to the dissolution or winding-up of the Company upon the transfer and assignment of its Capital Securities in accordance with the provisions of this Agreement. A resigning Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for entitled to receive any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Except to the extent expressly provided in this Agreement: (i) no Member distribution and shall not otherwise be entitled to receive the withdrawal or return fair value of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of its interest in the Company may be considered represented by its Capital Securities except as such by law and then only to the extent otherwise expressly provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted The name, address, Members Capital Contribution, number of Membership Units and Percentage Interest of each Member as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, of the terms date of this Agreement if such Person purchases (prior to any amendments or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, restatements) are set forth in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose Company, which books and records shall be amended from time to time to reflect any additional Capital Contribution or acquisition of additional Membership Units by an existing Member or the Withdrawal of a Member pursuant to the terms hereof. (b) Subject to the provisions of this Agreement, the business, property and affairs of the Company shall be managed, and all powers of the Company shall be exercised, and all decisions to cause the Company to act shall be made, by or under the Transfer Agentdirection of a Board of Managers (the "Board") by a Board Determination (unless otherwise expressly provided in this Agreement). (c) Except as otherwise provided in by the Delaware ActAct or herein, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. No Member or any of its Affiliates shall have any liability for the debts, obligations or liabilities of any other Member solely by reason of being a Member of the Company. No member shall be obligated to cure any deficit in any Capital Account. (d) Except to the extent expressly provided in this Agreement: For so long as (i) no the AIL Member is a Member, J. Xxxxxxxxxxx Xxxxxxx shall be entitled to Control the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law AIL Member and then only to the extent provided for in this Agreement; (ii) no the DSC Member is a Member, Xxxxxx X. Xxxxx shall have priority over any other Member either as control the DSC Member; provided, that foregoing provisions shall not apply to the return of Capital Contributions AIL Member or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no DSC Member, in its capacity as suchthe case may be, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. event (eA) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Memberinvoluntary dissolution of such Member or its Controlling Affiliates or (B) that the limited partners (or the equivalent thereof) of such Member or its Controlling Affiliates remove J. Xxxxxxxxxxx Xxxxxxx or Xxxxxx X. Xxxxx, respectively.

Members. Reliance Real Estate Advisors, LLC is hereby deemed admitted as the sole Member of the Company, effective as of the date hereof, and shall be shown as such on the books and records of the Company. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder record holder of such Share, Share in accordance with the provisions of this Agreement (a “Record Holder”), whether or not the Person signs this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the transfer agent retained by the Company (the “Transfer Agent”). The Secretary of the Company shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member. (e) Unless otherwise provided herein, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the CompanyCompany with respect to the Shares so transferred. (df) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any class or series of any Shares shall have priority over any other Member holding the same class or series of Shares either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (eg) Any Except as may be otherwise agreed between the Company on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company Company, nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (h) The Managing Member, by execution of this Agreement, continues to be admitted as a member of the Company. The Managing Member will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as the Managing Member.

Members. (ai) In connection with the reorganization transactions (as described in the Recitals), the Corporation acquired Original Shares (which will be recapitalized into Class A Person shall be Common Units and Class B Common Units pursuant to the Recapitalization in accordance with Section 3.03) and was admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, (ii) the Pre-IPO Members will contribute a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to portion of the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights Units and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to all of the Class B Ordinary Shares with respect Common Units received in the Recapitalization to such the Corporation in exchange for shares of Class A Common Stock and Class B Ordinary Shares Common Stock and (iii) the rights and obligations accorded Corporation will acquire additional Class A Common Units pursuant to the IPO Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Common Unit Subscription Agreement. A Person may not become a Member without acquiring a Share. (b) The Company shall maintain a schedule setting forth: (i) the name and mailing address of each Member or and (ii) the aggregate number of outstanding Units and the number and class of Units held by each Member (such Member’s representative schedule, the “Schedule of Members”). The applicable Schedule of Members in effect as of the Effective Date and after giving effect to the Recapitalization is set forth as Schedule 3 to this Agreement. The Company shall be listed also maintain a record of (1) the Capital Account of each Member on the books Effective Date, (2) the aggregate amount of cash Capital Contributions that has been made by the Members with respect to their Units and records (3) the Fair Market Value of any property other than cash contributed by the Company maintained for such purpose Members with respect to their Units (including, if applicable, a description and the amount of any liability assumed by the Company or to which contributed property is subject) in its books and records. The Schedule of Members may be updated by the Transfer AgentManager in the Company’s books and records from time to time, and as so updated, it shall be the definitive record of ownership of each Unit of the Company and all relevant information with respect to each Member. The Company shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Delaware Act. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, No Member shall be solely required or, except as approved by the debts, obligations Manager pursuant to Section 6.01 and liabilities in accordance with the other provisions of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Except to the extent expressly provided in this Agreement: , permitted to (i) no Member shall be entitled to the withdrawal loan any money or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating property to the Company, including business interests and activities in direct competition with the Company. Neither (ii) borrow any money or property from the Company nor or (iii) make any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Memberadditional Capital Contributions.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A MemberArticle III, a Class B Member Article IV and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share‎Article XIII hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution rest of this Agreementother Members. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the CompanyMember. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XIII), Members may not be expelled from or removed as Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 4.6, Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; ; (ii) no Member holding any class or series, if any, of any Shares of the Company shall have priority over any other Member holding the same class or series of Shares either as to the return of Capital Contributions or as to profits, losses or distributions; ; (iii) no interest shall be paid by the Company on Capital Contributions; and and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (g) For the avoidance of doubt, the Manager is not a Member of the Company by virtue of its position as “Manager” of the Company. The Manager will generally not be entitled to vote on matters submitted to the Members, and will not have any distribution, redemption, conversion, or liquidation rights by virtue of its status as Manager.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Units and such Person shall become becomes the Record Holder of such Share, Unit in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member Article III and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle IV hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a ShareUnit. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Nevada Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the CompanyMember. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV), Members may not be expelled from or removed as Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 4.6, Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Units becomes a Record Holder of such Units, such transferring Member shall cease to be a Member of the Company with respect to the Units so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Unit Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any class or series, if any, of any Units of the Company shall have priority over any other Member holding the same class or series of Units either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (g) For the avoidance of doubt, the Manager is not a Member of the Company by virtue of its position as “Manager” of the Company. The Manager will generally not be entitled to vote on matters submitted to the Members, and will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as Manager.

Members. (a) A Person shall be In connection with the Reorganization, the Corporation and was admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded will acquire Common Units pursuant to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this IPO Common Unit Subscription Agreement. A Person may not become a Member without acquiring a Share. (b) The Company shall maintain a schedule setting forth: (i) the name and mailing address of each Member; (ii) the aggregate number of outstanding Units and the number and class of Units held by each Member; (iii) the Capital Account of each Member or such Member’s representative shall be listed on the books Effective Date; (iv) the aggregate amount of cash Capital Contributions that has been made by the Members with respect to their Units; and records (v) the Fair Market Value of any property other than cash contributed by the Company maintained for such purpose Members with respect to their Units (including, if applicable, a description and the amount of any liability assumed by the Company or to which contributed property is subject) (such schedule, the Transfer Agent“Schedule of Members”). The applicable Schedule of Members in effect as of the Effective Date and after giving effect to the Recapitalization, the IPO Common Unit Subscription Agreement and any Common Units to be purchased by the Corporation from the Members with the IPO Net Proceeds is set forth as Schedule 2 to this Agreement. The Schedule of Members may be updated by the Manager without the consent of any Member in the Company’s books and records from time to time, and as so updated, it shall be the definitive record of ownership of each Unit of the Company and all relevant information with respect to each Member. The Company shall be entitled to recognize the exclusive right of a Person properly registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Delaware Act or other applicable Law. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, No Member shall be solely required or, except as approved by the debts, obligations Manager pursuant to Section 6.01 and liabilities in accordance with the other provisions of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Except to the extent expressly provided in this Agreement: , permitted to (i) no Member shall be entitled to the withdrawal loan any money or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating property to the Company, including business interests and activities in direct competition with the Company. Neither (ii) borrow any money or property from the Company nor or (iii) make any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Memberadditional Capital Contributions.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A MemberArticle III, a Class B Member Article IV and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle XIII hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. Upon its execution of this Agreement, RM Sponsor hereby continues as a member of the Company and upon the execution of the SPA on the date hereof, RM Sponsor shall be issued 250 Common Shares. The Company is hereby authorized to execute, deliver and perform, and the Manager is hereby authorized on behalf of the Company to execute and deliver and to cause the Company to perform its obligations under the SPA, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Members nor the Manager shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member member or manager of the Company. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XIII), Members may not be expelled from or removed as Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 4.6, Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution and winding up of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any class or series, if any, of any Shares of the Company shall have priority over any other Member holding the same class or series of Shares either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Notwithstanding any duty otherwise existing at law or in equity, except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (g) For the avoidance of doubt, the Manager is not a Member of the Company by virtue of its position as “Manager” of the Company. The Manager will generally not be entitled to vote on matters submitted to the Members, and will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as Manager.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A MemberArticle III, a Class B Member Article IV and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle XIII hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Members nor the Manager shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member member or manager of the Company. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XIII), Members may not be expelled from or removed as Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 4.6, Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; Agreement; (ii) no Member holding any class or series, if any, of any Shares of the Company shall have priority over any other Member holding the same class or series of Shares either as to the return of Capital Contributions or as to profits, losses or distributions; distributions; (iii) no interest shall be paid by the Company on Capital Contributions; Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (g) For the avoidance of doubt, the Manager is not a Member of the Company by virtue of its position as “Manager” of the Company. The Manager will generally not be entitled to vote on matters submitted to the Members, and will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as Manager.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A MemberArticle III, a Class B Member Article IV and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle XIII hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the CompanyMember. (d) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of a Series, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of such Series, and not of any other Series. In addition, the Members shall not be obligated personally for any such debt, obligation or liability of any Series solely by reason of being a Member. (e) Unless otherwise provided herein, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred. (f) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation or Series Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company or any Series may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any class or series of any Shares of a Series shall have priority over any other Member holding the same class or series of Shares of such Series either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company or any Series on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s businessbusiness of the Company or any Series, transact any business in the Company’s or any Series’ name or have the power to sign documents for or otherwise bind the Company or any Series by reason of being a Member. (eg) Any Except as may be otherwise agreed between the Company or a Series, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the CompanyCompany or a Series, including business interests and activities in direct competition with the CompanyCompany or any Series. Neither the Company Company, any Series nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (h) The Managing Member, by execution of this Agreement, continues to be admitted as a member of the Company. The Managing Member will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as the Managing Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares Article III and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Shareother terms of this Agreement. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Subject to Articles X and XII, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to withdraw from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation, as such term is defined in Section 3.2(c)): (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person Except as otherwise specifically set forth in the Utah Act, no Member, Manager or employee of this Company shall be admitted as personally liable under a Member and shall become bound byjudgment, and shall be deemed to have agreed to be bound bydecree or order of a court, or in any manner, for the terms debts, obligations or liabilities of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this AgreementCompany. A Member may shall have no liability to any other Member or the Company when acting pursuant to its authority granted pursuant to the Articles of Organization or this Operating Agreement, except to the extent such Member's acts or omissions constitute willful misconduct or gross negligence of such Member. Additionally, a Member shall be a Class A liable to the Company for: (1) Any difference between its Capital Contribution actually paid in and the amount promised by any Member as stated in this Operating Agreement or any writing signed by the Member; and (2) Any unpaid Capital Contribution which it agreed in this Operating Agreement or in any writing signed by the Member, to make in the future at the time and on the conditions stated in this Operating Agreement or in any other instrument, except that if a Class B Member and or Class C Memberis unable to perform for any reason such Member may, and, in such case, shall have at the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any option of the Members and without physical execution Company, contribute cash equal to that portion of this Agreement. A Person may the Member's Capital Contribution which has not become a Member without acquiring a Sharebeen made. (b) The name and mailing address If a Member has received the return of each Member any part of his Capital Contribution in violation of this Operating Agreement or such Member’s representative shall be listed on the books and records Utah Act, he is liable to the Company for a period of six (6) years thereafter for the amount of the Company maintained for such purpose by the Company or the Transfer AgentCapital Contribution wrongfully returned. (c) Except as otherwise provided If a Member has received the return in whole or in part of his Capital Contribution without violation of this Operating Agreement or the Delaware Utah Act, he is liable to the debts, obligations and liabilities Company for a period of six (6) years thereafter for the amount of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any returned Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then but only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as necessary to discharge the liabilities of the Company to those creditors who extended credit to the return of Company during the period the Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid Contribution was held by the Company. Any liability of a Member to the Company under this Article 12 can be waived or compromised pursuant to a vote by the Members in accordance with Section 5.3. A Member who is subject to an obligation to repay any Capital Contribution to the Company as required by the Articles of Organization or this Operating Agreement, must make such repayment on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of demand by the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any . No Member shall be entitled to and may have business interests and engage in business activities in addition to those relating liable to the Company, including business interests and activities in direct competition its creditors or any other Member with the Company. Neither the Company nor respect to any amounts paid to such Member as profit sharing, loan repayment, interest, salary, wage, rental, royalty, fee or payment for value given which is not paid to such Member as a return of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member's Capital Contribution.

Members. (a) A Person shall be All Members now and hereafter admitted as Members of the Company, pursuant to powers of attorney now and hereafter executed in favor of, and granted and delivered to, the Board of Directors. No. [ ] [ ] Units In accordance with Section 4.1 of the Second Amended and Restated Limited Liability Company Agreement of Linn Energy, LLC, as amended, supplemented or restated from time to time (the “Company Agreement”), Linn Energy, LLC, a Delaware limited liability company (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of Units representing Interests in the Company (the “Units”) transferable on the books of the Company, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and limitations of the Units are set forth in, and this Certificate and the Units represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Company Agreement. Copies of the Company Agreement are on file at, and will be furnished without charge on delivery of written request to the Company at, the principal office of the Company located at 000 Xxxxxxxxxx Xxxx, 0xx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000 or such other address as may be specified by notice under the Company Agreement. Capitalized terms used herein but not defined shall have the meanings given them in the Company Agreement. The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Member and shall become bound by, and shall be deemed to have agreed to comply with and be bound byby and to have executed the Company Agreement, (ii) represented and warranted that the Holder has all right, power and authority and, if an individual, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded capacity necessary to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of enter into the Company maintained for such purpose by Agreement, (iii) granted the Company or the Transfer Agent. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities powers of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent attorney provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; Agreement and (iv) no Membermade the waivers and given the consents and approvals contained in the Company Agreement. This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar. Countersigned and Registered by: Linn Energy, LLC as Transfer Agent and Registrar By: Name: Title: The following abbreviations, when used in its capacity as suchthe inscription on the face of this Certificate, shall participate be construed as follows according to applicable laws or regulations: TEN COM— as tenants in common UNIF GIFT/TRANSFERS MIN ACT TEN ENT— as tenants by the entireties Custodian (Cust) (Minor) JT TEN— as joint tenants with right of survivorship and not as tenants in common under Uniform Gifts/Transfers to CD Minors Act (State) Additional abbreviations, though not in the operation above list, may also be used. FOR VALUE RECEIVED, hereby assigns, conveys, sells and transfers unto (Please print or management typewrite name and address of the Company’s businessAssignee) (Please insert Social Security or other identifying number of Assignee) Units representing Member Interests evidenced by this Certificate, transact any business in the Company’s name or have the power subject to sign documents for or otherwise bind the Company by reason Agreement, and does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of being a Member. (e) Any Member shall be entitled substitution to and may have business interests and engage in business activities in addition transfer the same on the books of Linn Energy, LLC. Date: NOTE: The signature to those relating to the Company, including business interests and activities in direct competition any endorsement hereon must correspond with the Company. Neither name as written upon the Company nor any of the other Members shall have any rights by virtue face of this Agreement Certificate in any such business interests every particular, without alteration, enlargement or activities of any Member.change. (Signature)

Members. (a) A The Members of the Company are the Persons listed on Schedule I hereto as of the Effective Date and each other Person shall be who is hereafter admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, in accordance with the terms of this Agreement if such and the Delaware Act. Each new Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, who is hereafter admitted as a Member sha ll execute a joinder agreement in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded form acceptable to the Class A Ordinary Shares with respect Board of Manag ers pursuant to which such Class A Ordinary Shares Member or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred SharesPerson, as applicable, agrees to be bound by the rights terms and obligations accorded provisions hereof. The Class A Members and Class B-2 Members shall constitute the "members" (as such term is defined in the Delaware Act) of the Company. Any reference in this Agreement to any Member shall include such Member's heirs and successors. Except as otherwise set forth herein, the Class B Ordinary Shares with respect to such A Members and Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become B-2 Members shall constitute a Record Holder without the consent single class or approval group of any members of the Members Company for all purposes of the Delaware Act and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (c) Except as otherwise provided in the Delaware Actrights, the debtspowers, duties, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, Members shall be solely determined pursuant to the debtsDelaware Act and this Agreement. To the extent that the rights, powers, duties, obligations and liabilities of any Member are different than under the CompanyDelaware Act by reason of any p rovision of this Agreement, this Agreement shall control, except to the limited extent otherwise expressly required by the Delaware Act. (c) Members shall, except as otherwise provided in this Agreement, have no right to take part in the management or control of the Company and its business and affairs and to act for or bind the Company in any way. Any act of a Member not expressly w ithin the powers and rights granted to such Member hereunder shall be null and void and without force or effect. Except as required by Law or expressly se t forth herein, Members shall not be obligated personally for entitled to any such debtrights to dissent or seek appraisal with respect to any transaction, obligation including the merger or liability consolidation of the Company solely by reason of being a Member of the Companywith any Person. (d) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted The name, address, Members Capital Contribution, number of Membership Units and Percentage Interest of each Member as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, of the terms date of this Agreement if such Person purchases (prior to any amendments or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, restatements) are set forth in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose Company, which books and records shall be amended from time to time to reflect any additional Capital Contribution or acquisition of additional Membership Units by an existing Member or the Withdrawal of a Member pursuant to the terms hereof. (b) Subject to the provisions of this Agreement, the business, property and affairs of the Company shall be managed, and all powers of the Company shall be exercised, and all decisions to cause the Company to act shall be made, by or under the Transfer Agentdirection of a Board of Managers (the "Board") by a Board Determination (unless otherwise expressly provided in this Agreement). (c) Except as otherwise provided in by the Delaware ActAct or herein, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. No Member or any of its Affiliates shall have any liability for the debts, obligations or liabilities of any other Member solely by reason of being a Member of the Company. No member shall be obligated to cure any deficit in any Capital Account. (d) Except to the extent expressly provided in this Agreement: For so long as (i) no the JCF Member is a Member, J. Christopher Flowers shall be entitled to Control the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law JCF Member and then only to the extent provided for in this Agreement; (ii) no Member the DSC Membxx xx x Xxxxxx, Xxxrew W. Bluhm shall have priority over any other Member either as control the DSC Member; provided, that foregoing xxxxxxxxxx xxxll not apply to the return of Capital Contributions JCF Member or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no DSC Member, in its capacity as suchthe case may be, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. event (eA) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Memberinvoluntary dissolution of such Member or its Controlling Affiliates or (B) that the limited partners (or the equivalent thereof) of such Member or its Controlling Affiliates remove J. Christopher Flowers or Andrew G. Bluhm, respectively.

Members. (a) A The Original Member previously was admitted as a Member and hereby continues as a Member. The Company is hereby authorized to, and shall, issue such Common Units as required in accordance with the Business Combination Agreement and Section 3.03 of this Agreement and the Company is hereby authorized to authorize such other Units as permitted and in accordance with this Agreement. Upon the issuance of Units to a Person other than the Original Member pursuant to the immediately preceding sentence, such Person shall automatically be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms upon such Person’s execution of this Agreement if such Person purchases or otherwise lawfully acquires a Joinder notwithstanding any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions other provision of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded Agreement to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Sharecontrary. (b) The Company shall maintain a schedule setting forth: (i) the name and mailing address of each Member or such Member’s representative shall be listed on ; (ii) the books aggregate number of outstanding Units and records the number and class of Units held by each Member; (iii) the Company maintained for such purpose aggregate amount of cash Capital Contributions that has been made by the Members with respect to their Units; and (iv) the Fair Market Value of any property other than cash contributed by the Members with respect to their Units (including, if applicable, a description and the amount of any liability assumed by the Company or to which contributed property is subject) (such schedule, the Transfer Agent“Schedule of Members”). The applicable Schedule of Members immediately after giving effect to the Business Combination Closing (assuming the Other Members have been paid in full the consideration they are entitled to receive pursuant to the Business Combination Agreement in connection with the Business Combination Closing) and the Original Member Contribution is set forth on Schedule 1 to this Agreement. The Schedule of Members shall be the definitive record of ownership of each Unit of the Company and all relevant information with respect to each Member. The Company shall be entitled to recognize the exclusive right of a Person registered on the Schedule of Members as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Delaware Act. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, No Member shall be solely required to make any additional Capital Contributions without such Member’s consent. No Member shall be required or, except as approved by the debtsManager pursuant to Section 6.01 and in accordance with the other provisions of this Agreement, obligations and liabilities of the Company, and the Members shall not be obligated personally for permitted to loan any such debt, obligation money or liability of property to the Company solely by reason of being a Member of or borrow any money or property from the Company. (d) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A MemberArticle III, a Class B Member Article IV and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle XIII hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Members nor the Manager shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member member or manager of the Company. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XIII), Members may not be expelled from or removed as Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 4.4, Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any class or series, if any, of any Shares of the Company shall have priority over any other Member holding the same class or series of Shares either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (g) For the avoidance of doubt, the Manager is not a Member of the Company by virtue of its position as “Manager” of the Company. The Manager will generally not be entitled to vote on matters submitted to the Members, and will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as Manager.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A MemberArticle III, a Class B Member Article IV and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle XIII hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. Upon its execution of this Agreement, RM Sponsor hereby continues as a member of the Company. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Members nor the Manager shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member member or manager of the Company. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XIII), Members may not be expelled from or removed as Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 4.6, Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution and winding up of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any class or series, if any, of any Shares of the Company shall have priority over any other Member holding the same class or series of Shares either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Notwithstanding any duty otherwise existing at law or in equity, except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (g) For the avoidance of doubt, the Manager is not a Member of the Company by virtue of its position as “Manager” of the Company. The Manager will generally not be entitled to vote on matters submitted to the Members, and will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as Manager.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A MemberArticles ‎III, a Class B Member ‎IV and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share‎XIII hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the CompanyMember. (d) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of a Series, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of such Series, and not of any other Series. In addition, the Members shall not be obligated personally for any such debt, obligation or liability of any Series solely by reason of being a Member. (e) Unless otherwise provided herein, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to resign from the Company; provided, that when a transferee of a Member's Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred. (f) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation or Series Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company or any Series may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any class or series of any Shares of a Series shall have priority over any other Member holding the same class or series of Shares of such Series either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company or any Series on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s businessbusiness of the Company or any Series, transact any business in the Company’s 's or any Series' name or have the power to sign documents for or otherwise bind the Company or any Series by reason of being a Member. (eg) Any Except as may be otherwise agreed between the Company or a Series, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the CompanyCompany or a Series, including business interests and activities in direct competition with the CompanyCompany or any Series. Neither the Company Company, any Series nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (h) The Managing Member, by execution of this Agreement, continues to be admitted as a member of the Company. The Managing Member will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as the Managing Member.

Members. (a) A Person shall be Each of the NiSource Member and the Investor Member is hereby or was heretofore admitted to the Company as a Member, and hereby continues as such. Unless admitted to the Company as a Member and shall become bound byas provided in this Agreement, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such no Person shall become the Record Holder of such Sharebe, in accordance with the provisions of this Agreement. A Member may be a Class A Memberfact or for any other purpose, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each No Member or such Member’s representative shall be listed on the books and records of have any right to withdraw from the Company maintained for such purpose except as expressly set forth herein. No Membership Interest is redeemable or repurchasable by the Company at the option of a Member. Except as expressly set forth in this Agreement, no event affecting a Member (including dissolution, bankruptcy or insolvency) shall affect its obligations under this Agreement or affect the Transfer AgentCompany. (c) Except The Members’ names, addresses and Percentage Interests are set forth on the Schedule of Members attached to this Agreement as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the CompanySchedule 1. (d) Except to the extent expressly provided No Member, acting in this Agreement: (i) no Member its capacity as a Member, shall be entitled to the withdrawal or return of vote on any Capital Contribution, except matter relating to the extent, if any, that distributions made pursuant to this Agreement Company other than as specifically required by the Act or upon dissolution of the Company may be considered as such by law and then only to the extent provided for expressly set forth in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Except as otherwise expressly set forth in this Agreement, any matter requiring the action, consent, vote or other approval of the Members hereunder shall require action, consent, vote or approval of the Members owning at least a majority of the Membership Interests. (f) A Member shall automatically cease to be entitled a Member upon Transfer of all of such Member’s Membership Interests made pursuant to and may have business interests in accordance with the terms of this Agreement. Immediately upon any such permissible Transfer, the Company shall cause such Member to be removed from Schedule 1 to this Agreement and engage to be substituted by the transferee or transferees in business activities in addition such Transfer, and, except as otherwise expressly provided for herein, such transferee or transferees shall be deemed to those relating be a “Party” for all purposes hereunder and all references to the CompanyNiSource Member or the Investor Member, including business interests and activities as the case may be, shall be deemed to be references to such transferee or transferees (notwithstanding, in direct competition with the Company. Neither the Company nor any case that more than one Person is a transferee of the other Members shall have any rights by virtue of this Agreement such Membership Interests, that such defined terms as used herein are singular in any such business interests or activities of any Membernumber).

Members. (a) A Upon the execution of this Agreement, each Person shall be admitted as who is a Member and member of the Company shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if when such Person purchases or otherwise lawfully acquires any Share, a Unit and such Person shall become becomes the Record Holder of such ShareUnit, in accordance with the provisions or without execution of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a ShareUnit. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Company shall update the books and records from time to time as necessary to reflect accurately the information contained therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware California Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Subject to Articles XI and XIII, and except as provided in Sections 3.6, 3.7 and 3.9, Members may not be expelled from or removed as members of the Company. Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Unit becomes a Record Holder of such Unit, such transferring Member shall cease to be a member of the Company solely with respect to the Unit so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Unit Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law Law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a MemberCompany. (ef) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the CompanyCompany Group, and none of the same shall constitute a breach of this Agreement or any duty (including fiduciary duties) otherwise existing at law, in equity or otherwise to any Group Member or Member; provided, that this Section 3.1(f) shall not excuse a breach of any provision of this Agreement binding upon a Person, or limit or otherwise modify any duties (including fiduciary duties) owed by a Person at law, in equity or otherwise (including by contract) to the Company or its Affiliates, in each case arising other than from such Person’s capacity as a Member. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member Article III and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle IV hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Other than the Initial Members, a Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Board shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the CompanyMember. (d) Unless otherwise provided herein, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to resign from the Company; provided, that when a Transferee of a Member’s Shares becomes a Record Holder of such Shares, such Transferring Member shall cease to be a Member of the Company with respect to the Shares so Transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any class or series, if any, of any Shares of the Company shall have priority over any other Member holding the same class or series of Shares either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (g) For the avoidance of doubt, a Board Member is not a Member of the Company by virtue of its position as “Board Member” of the Company. The Board Members will not be entitled to vote generally on matters submitted to the Members, and will not have any distribution, conversion or liquidation rights by virtue of their status as Board Members.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares Article III and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Shareother terms of this Agreement. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Subject to Articles X and XII, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to withdraw from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation, as such term is defined in Section 3.2(c)): (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the CompanyCompany Group. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any The mailing address of the Members and without physical are set forth on Schedule B attached hereto. The Members were admitted to the Company as members of the Company upon their execution of a counterpart signature page to this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records membership interests of the Company maintained for such purpose shall be represented by two classes of securities, which shall consist of: (i) Class A Interests, and (ii) Class B Interests. The Class A Interests and the Class B Interests are collectively referred to as the “Interests.” The number of each class of Interests outstanding as of the date hereof after giving effect to the Capital Contributions to be made on this date (if any) are set forth on Schedule B. Any holder of a Class A Interest becomes a Class A Member upon its admission as a Member. Any holder of a Class B Interest becomes a Class B Member upon its admission as a Member. The Class B Member shall be a Member of the Company or the Transfer Agent. (c) Except as otherwise provided that has no interest in the Delaware Actprofits, the debtslosses, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities capital of the Company, and has no right to receive any distributions of Company assets. Pursuant to Section 18-301(d) of the Members Act, the Class B Member shall not be obligated personally for required to make any such debt, obligation or liability capital contributions to the Company. Except as required by any mandatory provision of the Company solely by reason of being a Member Act and as specifically provided in this Agreement, the Class B Member, in its capacity as Class B Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. (c) Subject to Section 9(e), the Members may act by written consent. (d) Except Upon the occurrence of any event that causes the Class A Member to cease to be a Member of the extent expressly provided in this Agreement: Company (other than (i) no upon an assignment by the Class A Member shall be entitled to of all of its limited liability company interest in the withdrawal or return Company and the admission of any Capital Contribution, except to the extent, if any, that distributions made transferee pursuant to this Agreement Sections 21 and 23, or upon dissolution (ii) the resignation of the Class A Member and the admission of an additional member of the Company may be considered as such by law pursuant to Sections 22 and then only to 23), the extent provided for in this Agreement; (ii) no Class B Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by continue the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Memberwithout dissolution. (e) Any Member shall be entitled to and may have business interests and engage The Members, in business activities in addition to those relating to their capacity as a member of the Company, including business interests and activities in direct competition with may not bind the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, GSD LLC Share and such Person shall become becomes the Record Holder of such Share, GSD LLC Share in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle IV hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a GSD LLC Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware ActNYLLCL, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Subject to Articles X and XI, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to withdraw from the Company; provided, that when a transferee of a Member’s GSD LLC Shares becomes a Record Holder of such GSD LLC Shares, such transferring Member shall cease to be a member of the Company with respect to the GSD LLC Shares so transferred. (e) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the CompanyCompany Group. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person The subscribers to the Memorandum and such other persons as are admitted to membership by the Directors in accordance with the Articles shall be admitted members of the Club. The names of the members of the Club shall be entered in the register of members. Membership of the Club shall be open to all persons irrespective of ethnicity, nationality, sexual orientation, religion or beliefs; of age, sex or disability except as a Member necessary consequence of the requirements of the Game as a sport. The Club’s facilities shall be available to members without discrimination. Every person (including, for the avoidance of doubt, persons who are representatives of families of junior members) who wishes to become a member shall apply to the Club in such form as the Directors require. The Directors shall have power to admit persons to membership and may in their absolute discretion decline to accept any person as a member and need not give reasons for so doing. The Directors may from time to time prescribe criteria for membership but shall not by so doing become bound byobliged to accept persons fulfilling those criteria as members. The Committee may offer such categories of membership of the Club with such qualifications, application procedures and conditions, duties and privileges, subscriptions and in such numbers as it may from time to time decide but always on the basis that every member shall, with the exception of junior members, have one vote. Where a member would have been entitled to a vote but for the fact he or she is a junior member, an adult representative of the family of that junior member shall be entitled to one vote and each reference to a “member” in these Articles shall be deemed to have agreed include a reference to be bound bysuch adult representative. For the avoidance of doubt, where the family of a junior member is also the family of another junior member (or other junior members), the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder adult representative of such Sharefamily shall only be entitled to one vote in aggregate in respect of all junior members in that family. Details of categories, qualifications, application procedures and conditions, duties and privileges of membership in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded force from time to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative time shall be listed on the books and records of the Company maintained for such purpose kept by the Company or the Transfer Agent. (c) Except as otherwise provided in the Delaware Act, the debts, obligations Secretary and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members available for inspection by members at all reasonable times. Membership shall not be obligated personally transferable and shall cease on death. A member shall cease to be a member: on the expiry of at least seven clear days’ notice given by him or her to the Club of his or her intention to withdraw; if any subscription or other sum payable by the member to the Club is not paid on the due date and remains unpaid three months after the due date. The Directors may re-admit to membership any person who ceases to be a member on this ground on his or her paying such reasonable sum as the Directors may determine; if he or she becomes bankrupt or makes any arrangement or composition with his or her creditors generally; or if, at a meeting of the Directors at which at least half of the Directors are present, a resolution is passed resolving that the member be expelled on the ground that his or her continued membership is harmful to or is likely to become harmful to the interests of the Club. Such a resolution shall not be passed unless the member has been given at least 14 clear days’ notice that the resolution is to be proposed, specifying the circumstances alleged to justify expulsion, and has been afforded a reasonable opportunity of being heard by or of making written representations to the Directors. A member expelled by such a resolution shall nevertheless remain liable to pay to the Club any subscription or other sum owed by him or her. The Directors may at their discretion levy subscriptions on members of the Club at such rates as they shall decide and may levy subscriptions at different rates on different classes or categories of members and may waive subscriptions. Notwithstanding Article 6.4 above, the Directors shall have power to terminate or suspend for such period as it thinks fit the membership of or to reprimand a member for any such debtinfringement of these Articles, obligation any Regulations, the Rules or liability Regulations of the Company solely by reason of being a Member Rugby Football Union, the Laws of the Company. (d) Except Game or the IRB Regulations or for any conduct prejudicial to the extent expressly provided in interests of the Club or the Game. The procedure for the exercise of this Agreement: (i) no Member power shall be entitled to prescribed by the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law Directors and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest details thereof shall be paid kept by the Company on Capital Contributions; company secretary and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents be available for or otherwise bind the Company inspection by reason of being a Membermembers at all reasonable times. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A MemberArticle III, a Class B Member Article IV and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share‎ Article XII hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Manager shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the CompanyMember. (d) Unless otherwise provided herein (including, without limitation, in connection with any redemption or repurchase pursuant to Article IV or enforcement of the transfer and ownership restrictions contained in Article XII), Members may not be expelled from or removed as Members of the Company. Except in connection with any Redemption Plan established pursuant to Section 4.7, Members shall not have any right to resign from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any class or series, if any, of any Shares of the Company shall have priority over any other Member holding the same class or series of Shares either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (g) For the avoidance of doubt, the Manager is not a Member of the Company by virtue of its position as “Manager” of the Company. The Manager will generally not be entitled to vote on matters submitted to the Members, and will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as Manager.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of Notwithstanding any provision in this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or contrary, upon the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement, automatically and without any further action of any other Person, as of the date hereof (i) _______________ is hereby admitted as a member of the Company, and more specifically, as the Independent Member; (ii) the Original Independent Member shall cease to be a member of the Company; and (iii) other than the Sole Member and the Independent Member, there are no other Members of the Company and no other Person has any right to take part in the ownership of the Company. A Person may not become a The Independent Member without acquiring a Shareshall only have those rights and duties expressly set forth in this Agreement. (b) The name Company shall have two classes of Members: Equity Members and mailing address one (1) special non-economic Member, consisting of each the Independent Member. “Independent Member” means (x) a natural person selected by the Special General Partner at its sole discretion, who shall not have been at the time of such individual’s appointment as an Independent Member of the Company, does not thereafter become while serving as an Independent Member (except pursuant to this Section), and shall not have been at any time during the preceding five (5) years (i) a member of, or an officer or employee of, the Company or any of its members, subsidiaries or Affiliates, (ii) a member (other than as an Independent Member) of any member, subsidiary or Affiliate of the Company, (iii) a customer of, or supplier to, the Company or any of its members, subsidiaries or Affiliates, (iv) a Person who Controls any such Member’s representative shall be listed on member, supplier or customer, or (v) a member of the books and records immediate family of any such member, officer, employee, supplier or customer or of any member of the Company maintained for (other than as an Independent Member). A natural person who otherwise satisfies the foregoing definition (other than clause (iii) of subsection (x) above) shall not be disqualified from serving as an Independent Member of the Company because such person is an independent member or manager of a “single purpose entity” affiliated with the Company that does not own a direct or indirect equity interest in the Company or any entity that is a co-borrower with the Company if such individual is an independent member or manager provided by a nationally-recognized company that provides professional independent members or managers. For purposes of this paragraph, a “single purpose entity” is an entity whose organizational documents contain restrictions on its activities substantially similar to those set forth in the definition of “Special Purpose Bankruptcy Remote Entity” in the Limited Partnership Agreement. As long as the Master Agreement remains in effect or any of the Obligations is outstanding, the Sole Member shall cause the Company to at all times have at least one (1) Independent Member who will be designated by the Special General Partner at its sole discretion and appointed by Sole Member. As of the Amendment Effective Date, the Independent Member shall be ___________________. The Independent Member shall execute a counterpart to this Agreement. To the fullest extent permitted by law, including Section 18-1101(c) of the Act and Section 17-1101(d) of the Delaware Revised Uniform Limited Partnership Act, the Independent Member shall consider only the interests of the Company or the Transfer Agent. (c) Except Partnership, as applicable, including its respective creditors, in acting or otherwise provided voting on the matters referred to in Section 7(c). Subject to this Section 4(b), an Independent Member may only be removed, with or without cause, by the Delaware Actsole determination of the Special General Partner and notification of the Sole Member by the Special General Partner of such determination, whereupon the debtsSole Member shall remove the Independent Member. For the avoidance of doubt, obligations and liabilities neither the Sole Member nor any other member of the Company shall remove the Independent Member without the prior written consent of the Special General Partner. Upon the occurrence of any event that causes any Independent Member to cease to be a member of the Company, whether arising a new Independent Member shall be designated by the Special General Partner at its sole discretion and appointed forthwith by Sole Member, and no decision stated in contractthis Agreement as requiring the consent of an Independent Member shall be taken in the interim period until a new Independent Member is so appointed. No resignation or removal of an Independent Member, tort or otherwiseand no appointment of a successor Independent Member, shall be solely the debtseffective until such successor shall have been admitted as an Independent Member and accepted his or her appointment as Independent Member by a written instrument, obligations and liabilities which may be a counterpart signature page to this Agreement, in which he or she agrees to be bound by all of the terms and conditions of this Agreement applicable to the Independent Member. All right, power and authority of the Independent Member shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement as being the responsibility of the Independent Member and no Independent Member shall have authority to otherwise bind the Company. Except as provided in the seventh sentence of this Section 4(b), in exercising its rights and performing its duties under this Agreement, the Members Independent Member shall not be obligated personally have fiduciary duties identical to those of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Member shall at any time serve as trustee in bankruptcy for any such debt, obligation or liability of the Company solely by reason of being a Member Affiliate of the Company. (d) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, LLC Share and such Person shall become becomes the Record Holder of such Share, LLC Share in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle IV hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a LLC Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware ActNYLLCL, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Subject to Articles X and XI, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to withdraw from the Company; provided, that when a transferee of a Member’s LLC Shares becomes a Record Holder of such LLC Shares, such transferring Member shall cease to be a member of the Company with respect to the LLC Shares so transferred. (e) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the CompanyCompany Group. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A MemberArticle III, a Class B Member Article IV and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle IX hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Directors shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Investment Manager or the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort tort, or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members no Member shall not be obligated personally for any such debt, obligation obligation, or liability of the Company solely by reason of being a Member Member. Members shall have the same limitation of personal liability as is extended to shareholders of a private corporation for profit incorporated in the CompanyState of Delaware, to the extent that such limitation of liability is greater than the limitation of liability specifically provided herein. (d) Unless otherwise provided herein (including in connection with any redemption or repurchase pursuant to Article IV), Members may not be expelled from or removed as Members of the Company. Except in connection with any repurchase offer pursuant to Section 4.5, Members shall not have any right to resign or withdraw from the Company; provided, that when a transferee of a Member’s Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; ; (ii) no Member holding any Class or series, of any Shares of the Company shall have priority over any other Member holding the same Class or series of Shares either as to the return of Capital Contributions or as to profitsdistributions, losses or distributions; subject to the distinctions permitted among Classes of the same series as established by the Board, consistent with the requirements of the Investment Company Act; (iii) no interest shall be paid by the Company on Capital Contributions; and and (iv) no Member, in its capacity as such, shall participate in the management or operation the Company or management of the Company’s its business, transact any business in the Company’s name or on behalf of the Company, or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Except as may be otherwise agreed in writing between the Company, on the one hand, and such Member, on the other hand, a Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

Members. (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Share and such Person shall become becomes the Record Holder of such Share, Share in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member Article III and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle IV hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Other than the Initial Members, a Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company (or the Transfer Agent, if any). The Administrative Manager shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the CompanyMember. (d) Unless otherwise provided herein, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to resign from the Company; provided, that when a Transferee of a Member’s Shares becomes a Record Holder of such Shares, such Transferring Member shall cease to be a Member of the Company with respect to the Shares so Transferred. (e) Except to the extent expressly provided in this Agreement: Agreement (including any Share Designation): (i) no Member shall be entitled to the withdrawal or return of any its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any class or series, if any, of any Shares of the Company shall have priority over any other Member holding the same class or series of Shares either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (ef) Any Except as may be otherwise agreed between the Company, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member. (g) For the avoidance of doubt, neither Manager is a Member of the Company by virtue of its position as “Manager” of the Company. Neither Managers will be entitled to vote generally on matters submitted to the Members, and neither will have any distribution, conversion or liquidation rights by virtue of its status as Manager.

Members. (a) A Other than with regard to the Initial Members, a Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, Interest and such Person shall become becomes the Record Holder of such Share, Interests in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary ShareArticle IV hereof. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this AgreementMembers. A Person may not become a Member without acquiring an Interest. Notwithstanding the foregoing, the rights and obligations of a SharePerson who is a Non-citizen Assignee shall be determined in accordance with Section 4.7 hereof. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). A Member’s Interest may be represented by a Certificate, as provided in Section 4.1 hereof. (c) Except as otherwise As provided in Section 18-303 of the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the . The Members shall not be obligated personally have no liability under this Agreement, or for any such debt, obligation or liability of the Company solely by reason of being Company, in their capacity as a Member of Member, except as expressly provided in this Agreement or the CompanyDelaware Act. (d) Except to the extent expressly provided in this Agreement: (i) no Member shall Members may not be entitled to the withdrawal expelled from or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution removed as Members of the Company may other than in accordance with Section 4.7 or 4.8. Members shall not have any right to withdraw from the Company; provided, that when a transferee of a Member’s Interest becomes a Record Holder of such Interest, such transferring Member shall cease to be considered as such by law and then only a member of the Company with respect to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a MemberInterest so transferred. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.