Common use of Membership Interests Clause in Contracts

Membership Interests. (a) The Membership Interests comprise 9,505 Class A Membership Interests, all of which are issued and held by Clean Technologies, and 495 Class B Membership Interests, all of which are issued and held by Mehetia. (b) The Class A Membership Interests and the Class B Membership Interests shall (i) have the rights and obligations ascribed to such Membership Interests in this Agreement and the Act; (ii) be evidenced solely by certificates in the forms annexed hereto as Exhibit A and Exhibit B, respectively, or such other form as may be prescribed from time to time by any Legal Requirements; provided, that certificates evidencing the Class A Membership Interests and the Class B Membership Interests which were issued in the forms annexed to the 2012 Operating Agreement prior to the date hereof shall continue to be valid; (iii) be recorded in a register of Membership Interests, which register the Managing Member shall cause the Administrator to maintain; (iv) be transferable only on recordation of such Transfer in the register of Membership Interest, which recordation the Managing Member shall cause the Administrator to make, upon compliance with the provisions of Article IX hereof and upon presentation of the certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with Article IX; (v) be “securities” governed by Article 8 of the UCC in any jurisdiction (x) that has adopted revisions to Article 8 of the UCC substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (y) whose laws may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection, and the priority of a security interest in Membership Interests in the Company; and (vi) be personal property. (c) The Company shall be entitled to treat the registered holder of a Membership Interest, as shown in the register of Membership Interests referred to in Section 3.1(b), as the Member for all purposes of this Agreement, except that the Administrator may record in the register of Membership Interest any security interest of a secured party pursuant to any security interest permitted by this Agreement. (d) If a Member transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms in Article IX, the transferor shall automatically cease to be a Member.

Membership Interests. (a) The Membership Interests comprise 9,505 1,000 Class A Membership Interests (the “Class A Membership Interests, all of which are issued ”) and held by Clean Technologies, and 495 1,000 Class B Membership Interests (the “Class B Membership Interests, all of which are issued and held by Mehetia”). (b) The Class A Membership Interests and the Class B Membership Interests shall (i) have the rights and obligations ascribed to such Membership Interests in this Agreement and the Act; (ii) be evidenced solely by certificates in the forms annexed hereto as Exhibit A B and Exhibit BC, respectively, or such other form as may be prescribed from time to time by any Legal Requirements; provided, that certificates evidencing the Class A Membership Interests and the Class B Membership Interests which were issued in the forms annexed to the 2012 Operating Agreement prior to the date hereof shall continue to be valid; (iii) be recorded in a register of Membership Interests, which register the Managing Member shall cause the Administrator to maintain; (iv) be transferable only on recordation of such Transfer in the register of Membership Interest, which recordation the Managing Member shall cause the Administrator to makeInterests, upon compliance with the provisions of Article IX hereof and upon presentation of the certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with Article IXIX hereof; (v) be “securities” governed by Article 8 of the UCC in any jurisdiction (x) that has adopted revisions to Article 8 of the UCC substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (y) whose laws may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection, and the priority of a security interest in Membership Interests in the Company; and (vi) be personal property. (c) The Company shall be entitled to treat the registered holder of a Membership Interest, as shown in the register of Membership Interests referred to in Section 3.1(b), ) of this Agreement as the Member for all purposes of this Agreement, except that the Administrator Manager may record in the register of Membership Interest Interests any security interest of a secured party pursuant to any security interest permitted by this Agreement. (d) If a Member transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms set forth in Article IX, the transferor shall automatically cease to be a Member.

Membership Interests. (a) The Membership Interests comprise 9,505 951 Class A Membership Interests, all of which are issued Interests and held by Clean Technologies, and 495 49 Class B Membership Interests, all of which are issued and held by Mehetiaoutstanding. The holders of the outstanding Membership Interests are set forth on Annex II to this Company LLC Agreement. The Manager shall periodically update Annex II from time to time to reflect any change in the ownership of the Membership Interest resulting from the issuance, redemption or transfer of Membership Interests in accordance with this Company LLC Agreement. (b) The Class A Membership Interests and the Class B Membership Interests shall (i) have the rights and obligations ascribed to such Membership Interests in this Company LLC Agreement and the Act; (ii) be evidenced solely by certificates in the forms annexed hereto as Exhibit A and Exhibit B, respectively, or such other form as may be prescribed from time to time by any Legal Requirements; provided, that certificates evidencing the Class A Membership Interests and the Class B Membership Interests which were issued in the forms annexed to the 2012 Operating Agreement prior to the date hereof shall continue to be validApplicable Law; (iii) be recorded in a register of Membership Interests, which register the Managing Member shall cause the Administrator Manager to maintain; (iv) be transferable only on recordation of such Transfer in the register of Membership Interest, which recordation the Managing Member shall cause the Administrator Manager to make, upon compliance with the provisions of Article ARTICLE IX hereof and upon presentation of the certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with Article ARTICLE IX; (v) be “securities” governed by Article 8 of the UCC in any jurisdiction (x) that has adopted revisions to Article 8 of the UCC substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (y) whose laws may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection, and the priority of a security interest in Membership Interests in the Company; and (vi) be personal property. (c) The Company shall be entitled to treat the registered holder of a Membership Interest, as shown in the register of Membership Interests referred to in Section 3.1(b), as the Member for all purposes of this Company LLC Agreement, except that the Administrator Manager may record in the register of Membership Interest any security interest of a secured party pursuant to any security interest permitted by this Company LLC Agreement. (d) If a Member transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms set forth in Article ARTICLE IX, the transferor shall automatically cease to be a Member.

Membership Interests. (a) The Membership Interests comprise 9,505 [***] Class A Membership Interests, all of which are issued and held by Clean Technologies, and 495 [***] Class B Membership Interests, all of which are issued and held by Mehetia. (b) The Class A Membership Interests and the Class B Membership Interests shall (i) have the rights and obligations ascribed to such Membership Interests in this Agreement and the Act; (ii) be evidenced solely by certificates in the forms annexed hereto as Exhibit A and Exhibit B, respectively, or such other form as may be prescribed from time to time by any Legal Requirements; provided, that certificates evidencing the Class A Membership Interests and the Class B Membership Interests which were issued in the forms annexed to the 2012 Operating [***] Confidential Treatment Requested Agreement prior to the date hereof shall continue to be valid; (iii) be recorded in a register of Membership Interests, which register the Managing Member shall cause the Administrator to maintain; (iv) be transferable only on recordation of such Transfer in the register of Membership Interest, which recordation the Managing Member shall cause the Administrator to make, upon compliance with the provisions of Article IX hereof and upon presentation of the certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with Article IX; (v) be “securities” governed by Article 8 of the UCC in any jurisdiction (x) that has adopted revisions to Article 8 of the UCC substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (y) whose laws may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection, and the priority of a security interest in Membership Interests in the Company; and (vi) be personal property. (c) The Company shall be entitled to treat the registered holder of a Membership Interest, as shown in the register of Membership Interests referred to in Section 3.1(b3.1 (b), as the Member for all purposes of this Agreement, except that the Administrator may record in the register of Membership Interest any security interest of a secured party pursuant to any security interest permitted by this Agreement. (d) If a Member transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms in Article IX, the transferor shall automatically cease to be a Member.

Membership Interests. (a) The Membership Interests comprise 9,505 1,500 Class A Membership Interests, all of which are issued Interests and held by Clean Technologies, and 495 1,500 Class B Membership Interests, all of which are issued and held by Mehetia. (b) The Class A Membership Interests and the Class B Membership Interests shall (i) have the rights and obligations ascribed to such Membership Interests in this Agreement and the Act; (ii) be evidenced solely by certificates in the forms annexed hereto as Exhibit A and Exhibit B, respectively, or such other form as may be prescribed from time to time by any Legal Requirements; provided, that certificates evidencing the Class A Membership Interests and the Class B Membership Interests which were issued in the forms annexed to the 2012 Operating Agreement prior to the date hereof shall continue to be valid; (iii) be recorded in a register of Membership Interests, which register the Managing Member shall cause the Administrator Manager to maintain; (iv) be transferable only on recordation of such Transfer in the register of Membership Interest, which recordation the Managing Member shall cause the Administrator Manager to make, upon compliance with the provisions of Article IX hereof and upon presentation of the certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with Article IX; (v) be “securities” governed by Article 8 of the UCC in any jurisdiction (x) that has adopted revisions to Article 8 of the UCC substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (y) whose laws may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection, and the priority of a security interest in Membership Interests in the Company; and (vi) be personal property. (c) The Company shall be entitled to treat the registered holder of a Membership Interest, as shown in the register of Membership Interests referred to in Section 3.1(b), as the Member for all purposes of this Agreement, except that the Administrator Manager may record in the register of Membership Interest Interests any security interest of a secured party pursuant to any security interest permitted by this Agreement. (d) If a Member transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms in Article IX, the transferor shall automatically cease to be a Member.

Membership Interests. (a) The Membership Interests comprise 9,505 1,000 Class A Membership Interests (the “Class A Membership Interests, all of which are issued ”) and held by Clean Technologies, and 495 1,000 Class B Membership Interests (the “Class B Membership Interests, all of which are issued and held by Mehetia”). (b) The Class A Membership Interests and the Class B Membership Interests shall (i) have the rights and obligations ascribed to such Membership Interests in this Agreement and the Act; (ii) be evidenced solely by certificates in the forms annexed hereto as Exhibit A B and Exhibit BC, respectively, or such other form as may be prescribed from time to time by any Legal Requirements; provided, that certificates evidencing the Class A Membership Interests and the Class B Membership Interests which were issued in the forms annexed to the 2012 Operating Agreement prior to the date hereof shall continue to be valid; (iii) be recorded in a register of Membership Interests, which register the Managing Member shall cause the Administrator to maintain; (iv) be transferable only on recordation of such Transfer in the register of Membership Interest, which recordation the Managing Member shall cause the Administrator to makeInterests, upon compliance with the provisions of Article IX hereof and upon presentation of the certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with Article IXIX hereof; (v) be “securities” governed by Article 8 of the UCC in any jurisdiction (x) that has adopted revisions to Article 8 of the UCC substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (y) whose laws may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection, and the priority of a security interest in Membership Interests in the Company; and (vi) be personal property. (c) The Company shall be entitled to treat the registered holder of a Membership Interest, as shown in the register of Membership Interests referred to in Section 3.1(b), of this Agreement as the Member for all purposes of this Agreement, except that the Administrator Managing Member may record in the register of Membership Interest Interests any security interest of a secured party pursuant to any security interest permitted by this Agreement. (d) If a Member transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms set forth in Article IX, the transferor shall automatically cease to be a Member.

Membership Interests. (a) The Membership Interests comprise 9,505 Class A Membership Interests, all of which are issued and held by Clean Technologies, and 495 Class B Membership Interests, all of which are issued and held by Mehetia. (b) The Class A Membership Interests and the Class B Membership Interests shall (i) have the rights and obligations ascribed to such Membership Interests in this Agreement and the Act; (ii) be evidenced solely by certificates in the forms annexed hereto as Exhibit A and Exhibit B, respectively, or such other form as may be prescribed from time to time by any Legal Requirements; provided, that certificates evidencing the Class A Membership Interests and the Class B Membership Interests which were issued in the forms annexed to the 2012 Operating Agreement prior to the date hereof shall continue to be valid; (iii) be recorded in a register of Membership Interests, which register the Managing Member Manager shall cause the Administrator to maintain; (iviii) be transferable only on recordation of such Transfer in the register of Membership InterestInterests, which recordation the Managing Member Manager shall cause the Administrator to make, upon compliance with the provisions of Article IX III hereof and upon presentation of the unit certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with Article IXtransfer; (viv) be “securities” governed by Article 8 of the UCC in any jurisdiction (x) that has adopted revisions to Article 8 of the UCC substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (y) whose laws may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection, and the priority of a security interest in Membership Interests in the Company; and (viv) be personal property. (cb) The form of certificate evidencing ownership of Units is set forth as Exhibit B. Additional forms of certificates shall be approved by the Manager from time to time in the event additional classes or series of Membership Interests are created in accordance with this Agreement. The Company shall issue one or more certificates to the Member, which certificates need not bear a seal of the Company but shall be entitled signed by the President certifying the number, class and series of Units represented by such certificate. The unit certificate books shall be kept by the Secretary or at the office of such transfer agent or transfer agents as the Manager may from time to treat time by resolution select. In the registered holder event any officer, transfer agent or registrar who shall have signed, or whose facsimile signature or signatures shall have been placed upon, any such certificate or certificates shall have ceased to be such officer, transfer agent or registrar before such certificate is issued by the Company, such certificate may nevertheless be issued by the Company with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The unit certificates shall be consecutively numbered and shall be entered in the books of the Company as they are issued and shall exhibit the holder’s name and number of Units. The Manager may determine the conditions upon which a new unit certificate may be issued in place of a Membership Interestcertificate which is alleged to have been lost, as shown stolen or destroyed and may, in its discretion, require the owner of such certificate or its legal representative to give bond, with sufficient surety, to indemnify the Company and each transfer agent and registrar against any and all loss or claims which may arise by reason of the issuance of a new certificate in the register place of Membership Interests referred to in Section 3.1(b)the one so lost, as stolen or destroyed. Each unit certificate shall bear a legend on the Member for all purposes of this Agreement, except that the Administrator may record reverse side thereof substantially in the register of Membership Interest any security interest of a secured party pursuant to any security interest permitted by this Agreement. (d) If a Member transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms in Article IX, the transferor shall automatically cease to be a Member.following form:

Membership Interests. (a) The Membership Interests comprise 9,505 of the Company shall consist of [600] Class A Membership Interests (the "Class A Membership Interests, all of which are issued ") and held by Clean Technologies, and 495 [400] Class B Membership Interests (the "Class B Membership Interests, all of which are issued and held by Mehetia"). (b) The Class A Membership Interests and the Class B Membership Interests shall (i) have the rights and obligations ascribed to such Membership Interests in this Agreement and the Act; (ii) be evidenced solely by certificates in the forms annexed hereto as Exhibit A and Exhibit B, respectively, or such other form as may be prescribed from time to time by any Legal Requirements; provided, that certificates evidencing the Class A Membership Interests and the Class B Membership Interests which were issued in the forms annexed to the 2012 Operating Agreement prior to the date hereof shall continue to be validApplicable Law; (iii) be recorded in a register of Membership InterestsInterests (the "Register"), which register shall be in the form attached hereto as Schedule I setting forth, with respect to all Members, such Member's name; the number and class of Membership Interests held by such Member, and which the Managing Member shall cause the Administrator to maintain; (iv) be transferable only on recordation of such Transfer in the register of Membership Interest, which recordation the Managing Member shall cause the Administrator to make, upon compliance with the provisions of Article IX hereof and upon presentation of the certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with Article IX; (v) be “"securities” " governed by Article 8 of the UCC in any jurisdiction (x) that has adopted revisions to Article 8 of the UCC substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (y) whose laws may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection, and the priority of a security interest in Membership Interests in the Company; and (vi) be personal property. (c) The Company shall be entitled to treat the registered holder of a Membership Interest, as shown in the register of Membership Interests referred to in Section 3.1(b)Register, as the a Member for all purposes of this Agreement, except that the Administrator Managing Member may record in the register of Membership Interest Register any security interest of a secured party pursuant to any security interest permitted by this Agreement. The Managing Member shall from time to time update the Register as necessary to accurately reflect the information therein. Any reference in this Agreement to the Register shall be deemed to be a reference to the Register as in effect at that time. Each Member shall receive, upon such Member's request, the information set forth on the Register with respect to such Member's Membership Interest as of the date of such request. Revisions to the Register made by the Managing Member as a result of changes to the information set forth therein made in accordance with this Agreement shall not constitute an amendment of this Agreement, and shall not require the consent of any Member. (d) If a Member transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms set forth in Article IX, the transferor shall automatically cease to be a Member.

Membership Interests. (a) The Membership Interests comprise 9,505 5 Class A Membership Interests, all of which are issued and held by Clean Technologiesthe Class A Member on the Effective Date, and 495 100 Class B Membership Interests, all of which are issued and held by Mehetiathe Class B Member on the Effective Date, and 100 Class C Membership Interests, all of which are issued and held by the Class C Member on the Effective Date. For the avoidance of doubt, the Members intend that the number of Membership Interests of any class shall have no bearing on the aggregate voting, economic or other rights of holders of Membership Interests of that class relative to the aggregate voting, economic or other rights of holders of any other class of Membership Interests, and this Agreement shall be construed consistently with that intent. (b) The Class A Membership Interests and Interests, the Class B Membership Interests shall and the Class C Membership Interests shall: (i) have the rights and obligations ascribed to such Membership Interests in this Agreement and the Act; (ii) with respect to the Class A Membership Interests, the Class B Membership Interests and the Class C Membership Interests, be evidenced solely by certificates in the forms annexed hereto as Exhibit A and A, Exhibit B, and Exhibit C respectively, or such other form as may be prescribed from time to time by any Legal Requirements; provided, that certificates evidencing the Class A Membership Interests and the Class B Membership Interests which were issued in the forms annexed to the 2012 Operating Agreement prior to the date hereof shall continue to be valid; (iii) be recorded in a register of Membership Interests, which register the Managing Member shall cause the Administrator to maintain; (iv) be transferable only on recordation of such Transfer in the register of Membership Interest, DM_US 164459608-9.107145.0012 which recordation the Managing Member shall cause the Administrator to make, upon compliance with the provisions of Article IX hereof and upon presentation of the certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with Article IX; (v) be “securities” governed by Article 8 of the UCC in any jurisdiction (x) that has adopted revisions to Article 8 of the UCC substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (y) whose laws may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection, and the priority of a security interest in Membership Interests in the Company; and (vi) be personal property. (c) The Company shall be entitled to treat the registered holder of a Membership Interest, as shown in the register of Membership Interests referred to in Section 3.1(b), as the Member owning such Membership Interest for all purposes of this Agreement, except that the Administrator Managing Member may record in the register of Membership Interest any security interest of a secured party pursuant to any security interest permitted by this Agreement. (d) If a Member transfers Transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms in Article IXIX (other than a Transfer solely constituting a pledge, mortgage, encumbrance or hypothecation), the transferor shall automatically cease to be a Member. (e) Notwithstanding anything to the contrary in this Agreement, in the event the Class C Membership Interests are Transferred pursuant to Section 7.1(f) of the ECCA: (i) Any Phase 1 New Systems Income and Losses that otherwise would be allocated to the Class A Member (in its capacity as the Class A Member) with respect to any period or portion thereof beginning after the date of such Transfer shall instead be allocated to the Class B Member; (ii) Any amounts that otherwise would be distributed to the Class A Member in its capacity as the Class A Member after the date of such Transfer shall instead be distributed to the Class B Member; (iii) Any decision, action, approval or consent of the Members after such Transfer that would require the approval or consent of the Class C Member or of holders of any of the Class C Membership Interests but for the application of this Section 3.1(e) shall not require such approval or consent and shall only require the approval or consent of Members holding a majority of the outstanding Class B Membership Interests, if such decision, action, approval or consent relates to any contract or other agreement between the Company and Bloom or any Affiliate of Bloom, to any claims the Company may have against Bloom or any Affiliate of Bloom or to the selection or terms of engagement of a Successor Operator (including, for the avoidance of doubt, any decision, action, approval or consent with respect to any termination of any services under the Administrative Services Agreement, any removal or replacement of the Administrator, any removal DM_US 164459608-9.000000.0012 or replacement of the Operator pursuant to the MOMA, any termination of the MOMA, any extension of the Warranty Period beyond the Tariff Date pursuant to the MOMA and any agreement to set off any amounts owed by or to the Company under any Transaction Documents, the Phase 1 CapEx Agreement or the Phase 2 CapEx Agreement); and (iv) If so requested by the Class B Member, the Class B Member and the Class C Member shall work together in good faith to amend this Agreement to the extent necessary to cause the aggregate voting, consent and approval rights possessed by the Class A Member and the Class C Member to be substantially the same as the voting, consent and approval rights possessed by the Class A Member pursuant to the Third A&R LLCA as in effect prior to the amendment and restatement of the Third A&R LLCA by this Agreement.

Membership Interests. (a) The Membership Interests comprise 9,505 Class A Membership Interests, all of which are issued and held by Clean TechnologiesEach limited liability company interest in the Company shall constitute a “security” within the meaning of, and 495 Class B Membership Interestsgoverned by, all of which are issued and held by Mehetia. (b) The Class A Membership Interests and the Class B Membership Interests shall (i) have Article 8 of the rights and obligations ascribed to such Membership Interests Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in this Agreement and the Act; (ii) be evidenced solely by certificates in the forms annexed hereto as Exhibit A and Exhibit B, respectively, or such other form as may be prescribed effect from time to time by any Legal Requirements; provided, that certificates evidencing the Class A Membership Interests and the Class B Membership Interests which were issued in the forms annexed to the 2012 Operating Agreement prior to the date hereof shall continue to be valid; State of Delaware (iii“Article 8”), and (ii) be recorded in a register of Membership Interests, which register the Managing Member shall cause the Administrator to maintain; (iv) be transferable only on recordation of such Transfer in the register of Membership Interest, which recordation the Managing Member shall cause the Administrator to make, upon compliance with the provisions of Article IX hereof and upon presentation of the certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with Article IX; (v) be “securities” governed by Article 8 of the UCC in Uniform Commercial Code of any other applicable jurisdiction (x) that has adopted revisions to Article 8 of the UCC now or hereafter substantially consistent with includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. The limited liability company interests in the Company shall be evidenced by certificates (y) whose laws may the “Membership Certificates”), and the Membership Certificates shall be applicablesigned by any Officer, from time as authorized signatory on behalf of the Company, and shall be in such form as such Officer determines. The certificated limited liability company interests shall be “certificated securities” and shall be in registered form within the meaning of Article 8. Notwithstanding any provision of this Agreement to timethe contrary, to the issues extent that any provision of perfection, the effect of perfection or this Agreement is inconsistent with any non-perfectionwaivable provision of Article 8, and the priority such provision of a security interest in Membership Interests in the Company; and (vi) be personal property. (c) The Company Article 8 shall be entitled controlling. Subject to treat any limitations on the registered holder admission of a Membership Interest, as shown additional Members set forth in the register of Membership Interests referred to in Section 3.1(b), as the Member for all purposes of this Agreement, except that additional Membership Certificates may be issued to an additional Member only upon the Administrator may record in the register admission of Membership Interest any security interest of a secured party such additional Member pursuant to any security interest permitted by this Agreement. Each Membership Certificate issued hereunder shall bear substantially the following legend: “THIS CERTIFICATE IS ISSUED PURSUANT TO THE TERMS OF THAT CERTAIN SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF [NAME OF ENTITY], DATED APRIL 2, 2015, AND EFFECTIVE AS OF APRIL 2, 2015 (THE “AGREEMENT”). THIS CERTIFICATE EVIDENCES A LIMITED LIABILITY COMPANY INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR PURPOSES OF (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. THE TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT. (d) If a Member transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms in Article IX, the transferor shall automatically cease to be a Member.”

Membership Interests. (a) The Membership Interests comprise 9,505 1,000 Class A Membership Interests (the “Class A Membership Interests, all of which are issued ”) and held by Clean Technologies, and 495 1,000 Class B Membership Interests (the “Class B Membership Interests, all of which are issued and held by Mehetia”). (b) The Class A Membership Interests and the Class B Membership Interests shall (i) have the rights and obligations ascribed to such Membership Interests in this Agreement and the Act; (ii) be evidenced solely by certificates in the forms annexed hereto as Exhibit A and Exhibit B, respectively, or such other form as may be prescribed from time to time by any Legal Requirements; provided, that certificates evidencing the Class A Membership Interests and the Class B Membership Interests which were issued in the forms annexed to the 2012 Operating Agreement prior to the date hereof shall continue to be valid; (iii) be recorded in a register of Membership Interests, which register the Managing Member shall cause the Administrator to maintain; (iv) be transferable only on recordation of such Transfer in the register of Membership Interest, which recordation the Managing Member shall cause the Administrator to makeInterests, upon compliance with the provisions of Article IX hereof and upon presentation of the certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with Article IXIX hereof; (v) be “securities” governed by Article 8 of the UCC in any jurisdiction (x) that has adopted revisions to Article 8 of the UCC substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (y) whose laws may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection, and the priority of a security interest in Membership Interests in the Company; and (vi) be personal property. (c) The Company shall be entitled to treat the registered holder of a Membership Interest, as shown in the register of Membership Interests referred to in Section 3.1(b), ) of this Agreement as the Member for all purposes of this Agreement, except that the Administrator Manager may record in the register of Membership Interest Interests any security interest of a secured party pursuant to any security interest permitted by this Agreement. (d) If a Member transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms set forth in Article IX, the transferor shall automatically cease to be a Member.

Membership Interests. (a) The Membership Interests comprise 9,505 of the Company shall consist of 632.5 Class A Membership Interests (the "Class A Membership Interests, all of which are issued ") and held by Clean Technologies, and 495 367.5 Class B Membership Interests (the "Class B Membership Interests, all of which are issued and held by Mehetia"). (b) The Class A Membership Interests and the Class B Membership Interests shall (i) have the rights and obligations ascribed to such Membership Interests in this Agreement and the Act; (ii) be evidenced solely by certificates in the forms annexed hereto as Exhibit A and Exhibit B, respectively, or such other form as may be prescribed from time to time by any Legal Requirements; provided, that certificates evidencing the Class A Membership Interests and the Class B Membership Interests which were issued in the forms annexed to the 2012 Operating Agreement prior to the date hereof shall continue to be validApplicable Law; (iii) be recorded in a register of Membership InterestsInterests (the "Register"), which register shall be in the form attached hereto as Schedule I setting forth, with respect to all Members, such Member's name; the number and class of Membership Interests held by such Member, and which the Managing Member shall cause the Administrator to maintain; (iv) be transferable only on recordation of such Transfer in the register of Membership Interest, which recordation the Managing Member shall cause the Administrator to make, upon compliance with the provisions of Article IX hereof and upon presentation of the certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with Article IX; (v) be “"securities” " governed by Article 8 of the UCC in any jurisdiction (x) that has adopted revisions to Article 8 of the UCC substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (y) whose laws may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection, and the priority of a security interest in Membership Interests in the Company; and (vi) be personal property. (c) The Company shall be entitled to treat the registered holder of a Membership Interest, as shown in the register of Membership Interests referred to in Section 3.1(b)Register, as the a Member for all purposes of this Agreement, except that the Administrator Managing Member may record in the register of Membership Interest Register any security interest of a secured party pursuant to any security interest permitted by this Agreement. The Managing Member shall from time to time update the Register as necessary to accurately reflect the information therein. Any reference in this Agreement to the Register shall be deemed to be a reference to the Register as in effect at that time. Each Member shall receive, upon such Member's request, the information set forth on the Register with respect to such Member's Membership Interest as of the date of such request. Revisions to the Register made by the Managing Member as a result of changes to the information set forth therein made in accordance with this Agreement shall not constitute an amendment of this Agreement, and shall not require the consent of any Member. (d) If a Member transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms set forth in Article IX, the transferor shall automatically cease to be a Member.

Membership Interests. (a) The Membership Interests comprise 9,505 Class A Membership Interests, all membership interests of which are issued and held by Clean Technologiesthe Company shall be represented by, and 495 Class B Membership Interestsissued in, all unit increments (each, a “Unit” and collectively, the “Units”) as set forth on Exhibit A. The Company is hereby authorized to issue an unlimited number of which are issued and held by MehetiaUnits to the Members. (b) The Class A Membership Interests and the Class B Membership Interests shall (i) have the rights and obligations ascribed to such Membership Interests in this Agreement and the Act; (ii) Ownership of Units may be evidenced solely by certificates at the election and approval of the Members. Any certificate issued to a Member need not bear a seal of the Company but shall be signed by an officer of the Company, certifying the number of Units represented by such certificate. The books reflecting the issuance of any certificates shall be kept by the Secretary of the Company (or the Member in the forms annexed hereto event no such officer has been appointed). The certificates shall be consecutively numbered and shall be entered in the books of the Company as Exhibit A they are issued and Exhibit Bshall exhibit the holder’s name and number of Units. The President, respectivelySenior Vice President or Secretary of the Company (or the Member in the event no such officer has been appointed) may determine the conditions upon which a new certificate may be issued in place of a certificate that is alleged to have been lost, stolen or destroyed and may, in his discretion, require the owner of such certificate or its legal representative to give bond, with sufficient surety, to indemnify the Company and any transfer agent and registrar against any and all loss or claims that may arise by reason of the issuance of a new certificate in the place of the one lost, stolen, or such other form as may be prescribed from time to time by any Legal Requirements; provided, that certificates evidencing destroyed. Each certificate shall bear a legend on the Class A Membership Interests and the Class B Membership Interests which were issued reverse side thereof substantially in the forms annexed to the 2012 Operating Agreement prior to the date hereof shall continue to be valid; following form: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (iii) be recorded in a register of Membership Interests, which register the Managing Member shall cause the Administrator to maintain; (iv) be transferable only on recordation of such Transfer in the register of Membership Interest, which recordation the Managing Member shall cause the Administrator to make, upon compliance with the provisions of Article IX hereof and upon presentation of the certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with Article IX; (v) be THE “securities” governed by Article 8 of the UCC in any jurisdiction (x) that has adopted revisions to Article 8 of the UCC substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (y) whose laws may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection, and the priority of a security interest in Membership Interests in the Company; and (vi) be personal property. (c) The Company shall be entitled to treat the registered holder of a Membership Interest, as shown in the register of Membership Interests referred to in Section 3.1(bSECURITIES ACT”), as the Member for all purposes of this AgreementAND MAY NOT BE OFFERED OR SOLD, except that the Administrator may record in the register of Membership Interest any security interest of a secured party pursuant to any security interest permitted by this AgreementUNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT). THIS SECURITY IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE LIMITED-LIABILITY COMPANY AGREEMENT OF THE COMPANY, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. (d) If a Member transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms in Article IX, the transferor shall automatically cease to be a Member.

Membership Interests. (a) The Membership Interests comprise 9,505 Class A Membership Interests, all membership interests of which are issued and held by Clean Technologiesthe Company shall be represented by, and 495 Class B Membership Interestsissued in, all unit increments (each, a “Unit” and collectively, the “Units”) as set forth on Exhibit A. The Company is hereby authorized to issue an unlimited number of which are issued and held by MehetiaUnits to the Members. (b) The Class A Membership Interests and the Class B Membership Interests shall (i) have the rights and obligations ascribed to such Membership Interests in this Agreement and the Act; (ii) Ownership of Units may be evidenced solely by certificates at the election and approval of the Members. Any certificate issued to a Member need not bear a seal of the Company but shall be signed by an officer of the Company, certifying the number of Units represented by such certificate. The books reflecting the issuance of any certificates shall be kept by the Secretary of the Company (or the Member in the forms annexed hereto event no such officer has been appointed). The certificates shall be consecutively numbered and shall be entered in the books of the Company as Exhibit A they are issued and Exhibit Bshall exhibit the holder’s name and number of Units. The President, respectivelySenior Vice President or Secretary of the Company (or the Member in the event no such officer has been appointed) may determine the conditions upon which a new certificate may be issued in place of a certificate that is alleged to have been lost, stolen or destroyed and may, in his discretion, require the owner of such certificate or its legal representative to give bond, with sufficient surety, to indemnify the Company and any transfer agent and registrar against any and all loss or claims that may arise by reason of the issuance of a new certificate in the place of the one lost, stolen, or such other form as may be prescribed from time to time by any Legal Requirements; provided, that certificates evidencing destroyed. Each certificate shall bear a legend on the Class A Membership Interests and the Class B Membership Interests which were issued reverse side thereof substantially in the forms annexed to the 2012 Operating Agreement prior to the date hereof shall continue to be valid; following form: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (iii) be recorded in a register of Membership Interests, which register the Managing Member shall cause the Administrator to maintain; (iv) be transferable only on recordation of such Transfer in the register of Membership Interest, which recordation the Managing Member shall cause the Administrator to make, upon compliance with the provisions of Article IX hereof and upon presentation of the certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with Article IX; (v) be THE “securities” governed by Article 8 of the UCC in any jurisdiction (x) that has adopted revisions to Article 8 of the UCC substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (y) whose laws may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection, and the priority of a security interest in Membership Interests in the Company; and (vi) be personal property. (c) The Company shall be entitled to treat the registered holder of a Membership Interest, as shown in the register of Membership Interests referred to in Section 3.1(bSECURITIES ACT”), as the Member for all purposes of this AgreementAND MAY NOT BE OFFERED OR SOLD, except that the Administrator may record in the register of Membership Interest any security interest of a secured party pursuant to any security interest permitted by this AgreementUNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT). THIS SECURITY IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. (d) If a Member transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms in Article IX, the transferor shall automatically cease to be a Member.

Membership Interests. (a) The Membership Interests comprise 9,505 Class A Membership Interests, all of which are issued and held by Clean TechnologiesEach limited liability company interest in the Company shall constitute a “security” within the meaning of, and 495 Class B Membership Interestsgoverned by, all of which are issued and held by Mehetia. (b) The Class A Membership Interests and the Class B Membership Interests shall (i) have Article 8 of the rights and obligations ascribed to such Membership Interests Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in this Agreement and the Act; (ii) be evidenced solely by certificates in the forms annexed hereto as Exhibit A and Exhibit B, respectively, or such other form as may be prescribed effect from time to time by any Legal Requirements; provided, that certificates evidencing the Class A Membership Interests and the Class B Membership Interests which were issued in the forms annexed to the 2012 Operating Agreement prior to the date hereof shall continue to be valid; State of Delaware (iii“Article 8”), and (ii) be recorded in a register of Membership Interests, which register the Managing Member shall cause the Administrator to maintain; (iv) be transferable only on recordation of such Transfer in the register of Membership Interest, which recordation the Managing Member shall cause the Administrator to make, upon compliance with the provisions of Article IX hereof and upon presentation of the certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with Article IX; (v) be “securities” governed by Article 8 of the UCC in Uniform Commercial Code of any other applicable jurisdiction (x) that has adopted revisions to Article 8 of the UCC now or hereafter substantially consistent with includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. The limited liability company interests in the Company shall be evidenced by certificates (y) whose laws may the “Membership Certificates”), and the Membership Certificates shall be applicablesigned by any Officer, from time as authorized signatory on behalf of the Company, and shall be in such form as such Officer determines. The certificated limited liability company interests shall be “certificated securities” and shall be in registered form within the meaning of Article 8. Notwithstanding any provision of this Agreement to timethe contrary, to the issues extent that any provision of perfection, the effect of perfection or this Agreement is inconsistent with any non-perfectionwaivable provision of Article 8, and the priority such provision of a security interest in Membership Interests in the Company; and (vi) be personal property. (c) The Company Article 8 shall be entitled controlling. Subject to treat any limitations on the registered holder admission of a Membership Interest, as shown additional Members set forth in the register of Membership Interests referred to in Section 3.1(b), as the Member for all purposes of this Agreement, except that additional Membership Certificates may be issued to an additional Member only upon the Administrator may record in the register admission of Membership Interest any security interest of a secured party such additional Member pursuant to any security interest permitted by this Agreement. Each Membership Certificate issued hereunder shall bear substantially the following legend: “THIS CERTIFICATE IS ISSUED PURSUANT TO THE TERMS OF THAT CERTAIN THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF [NAME OF ENTITY] DATED , AND EFFECTIVE AS OF (THE “AGREEMENT”). THIS CERTIFICATE EVIDENCES A LIMITED LIABILITY COMPANY INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR PURPOSES OF (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. THE TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT. (d) If a Member transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms in Article IX, the transferor shall automatically cease to be a Member.”

Membership Interests. (a) The Membership Interests comprise 9,505 Class A Membership Interests, all of which are issued and held by Clean TechnologiesEach limited liability company interest in the Company shall constitute a “security” within the meaning of, and 495 Class B Membership Interestsgoverned by, all of which are issued and held by Mehetia. (b) The Class A Membership Interests and the Class B Membership Interests shall (i) have Article 8 of the rights and obligations ascribed to such Membership Interests Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in this Agreement and the Act; (ii) be evidenced solely by certificates in the forms annexed hereto as Exhibit A and Exhibit B, respectively, or such other form as may be prescribed effect from time to time by any Legal Requirements; provided, that certificates evidencing the Class A Membership Interests and the Class B Membership Interests which were issued in the forms annexed to the 2012 Operating Agreement prior to the date hereof shall continue to be valid; State of Delaware (iii“Article 8”), and (ii) be recorded in a register of Membership Interests, which register the Managing Member shall cause the Administrator to maintain; (iv) be transferable only on recordation of such Transfer in the register of Membership Interest, which recordation the Managing Member shall cause the Administrator to make, upon compliance with the provisions of Article IX hereof and upon presentation of the certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with Article IX; (v) be “securities” governed by Article 8 of the UCC in Uniform Commercial Code of any other applicable jurisdiction (x) that has adopted revisions to Article 8 of the UCC now or hereafter substantially consistent with includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. The limited liability company interests in the Company shall be evidenced by certificates (y) whose laws may the “Membership Certificates”), and the Membership Certificates shall be applicablesigned by any Officer, from time as authorized signatory on behalf of the Company, and shall be in such form as such Officer determines. The certificated limited liability company interests shall be “certificated securities” and shall be in registered form within the meaning of Article 8. Notwithstanding any provision of this Agreement to timethe contrary, to the issues extent that any provision of perfection, the effect of perfection or this Agreement is inconsistent with any non-perfectionwaivable provision of Article 8, and the priority such provision of a security interest in Membership Interests in the Company; and (vi) be personal property. (c) The Company Article 8 shall be entitled controlling. Subject to treat any limitations on the registered holder admission of a Membership Interest, as shown additional Members set forth in the register of Membership Interests referred to in Section 3.1(b), as the Member for all purposes of this Agreement, except that additional Membership Certificates may be issued to an additional Member only upon the Administrator may record in the register admission of Membership Interest any security interest of a secured party such additional Member pursuant to any security interest permitted by this Agreement. Each Membership Certificate issued hereunder shall bear substantially the following legend: “THIS CERTIFICATE IS ISSUED PURSUANT TO THE TERMS OF THAT CERTAIN LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF ILLINOIS POWER ENERGY, LLC DATED JANUARY 2, 2013, AND EFFECTIVE AS OF JANUARY 2, 2013 (THE “AGREEMENT”). THIS CERTIFICATE EVIDENCES A LIMITED LIABILITY COMPANY INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR PURPOSES OF (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. THE TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT. (d) If a Member transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms in Article IX, the transferor shall automatically cease to be a Member.”

Membership Interests. (a) The Membership Interests comprise 9,505 Class A Membership Interests, all of which are issued and held by Clean TechnologiesEach limited liability company interest in the Company shall constitute a “security” within the meaning of, and 495 Class B Membership Interestsgoverned by, all of which are issued and held by Mehetia. (b) The Class A Membership Interests and the Class B Membership Interests shall (i) have Article 8 of the rights and obligations ascribed to such Membership Interests Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in this Agreement and the Act; (ii) be evidenced solely by certificates in the forms annexed hereto as Exhibit A and Exhibit B, respectively, or such other form as may be prescribed effect from time to time by any Legal Requirements; provided, that certificates evidencing the Class A Membership Interests and the Class B Membership Interests which were issued in the forms annexed to the 2012 Operating Agreement prior to the date hereof shall continue to be valid; State of Delaware (iii“Article 8”), and (ii) be recorded in a register of Membership Interests, which register the Managing Member shall cause the Administrator to maintain; (iv) be transferable only on recordation of such Transfer in the register of Membership Interest, which recordation the Managing Member shall cause the Administrator to make, upon compliance with the provisions of Article IX hereof and upon presentation of the certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with Article IX; (v) be “securities” governed by Article 8 of the UCC in Uniform Commercial Code of any other applicable jurisdiction (x) that has adopted revisions to Article 8 of the UCC now or hereafter substantially consistent with includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. The limited liability company interests in the Company shall be evidenced by certificates (ythe “Membership Certificates”) whose laws may and the Membership Certificates shall be applicablesigned by any Officer, from time as authorized signatory on behalf of the Company, and shall be in such form as such Officer determines. The certificated limited liability company interests shall be “certificated securities” and shall be in registered form within the meaning of Article 8. Notwithstanding any provision of this Agreement to timethe contrary, to the issues extent that any provision of perfection, the effect of perfection or this Agreement is inconsistent with any non-perfectionwaivable provision of Article 8, and the priority such provision of a security interest in Membership Interests in the Company; and (vi) be personal property. (c) The Company Article 8 shall be entitled controlling. Subject to treat any limitations on the registered holder admission of a Membership Interest, as shown additional Members set forth in the register of Membership Interests referred to in Section 3.1(b), as the Member for all purposes of this Agreement, except that additional Membership Certificates may be issued to an additional Member only upon the Administrator may record in the register admission of Membership Interest any security interest of a secured party such additional Member pursuant to any security interest permitted by this Agreement. Each Membership Certificate issued hereunder shall bear substantially the following legend: “THIS CERTIFICATE IS ISSUED PURSUANT TO THE TERMS OF THAT CERTAIN LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF [NAME OF ENTITY] DATED , AND EFFECTIVE AS OF (THE “AGREEMENT”). THIS CERTIFICATE EVIDENCES A LIMITED LIABILITY COMPANY INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR PURPOSES OF (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. THE TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT. (d) If a Member transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms in Article IX, the transferor shall automatically cease to be a Member.”

Membership Interests. (a) The Membership Interests comprise 9,505 Class A Membership InterestsCompany has authorized the issuance of [ ] Units. The Board of Directors may authorize the issuance of additional Units or the creation of additional classes of Units having such powers, all designations and preferences and rights as may be determined by the Board of which are issued and held by Clean TechnologiesDirectors (subject to the other terms of this Agreement (e.g., Section 3.2)), and 495 Class B Membership Intereststhe Board of Directors shall have the authority to make such amendments to this Agreement as are necessary or appropriate to give effect to the foregoing, all of which are issued and held by Mehetiasubject to the requisite Member consent under Section 7.8. (b) The Class A Membership Interests and On the Class B Membership Interests shall (i) have effective date hereof, EDFD purchased 49.99% of the rights and obligations ascribed to such Membership Interests in this Agreement and the Act; (ii) be evidenced solely by certificates in the forms annexed hereto as Exhibit A and Exhibit B, respectively, or such other form as may be prescribed outstanding Units from time to time by any Legal Requirements; provided, that certificates evidencing the Class A Membership Interests and the Class B Membership Interests which were issued in the forms annexed Constellation pursuant to the 2012 Operating Agreement prior to the date hereof shall continue to be valid; (iii) be recorded in a register of Membership Interests, which register the Managing Member shall cause the Administrator to maintain; (iv) be transferable only on recordation of such Transfer in the register of Membership Interest, which recordation the Managing Member shall cause the Administrator to make, upon compliance with the provisions of Article IX hereof and upon presentation terms of the certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with Article IX; (v) be “securities” governed by Article 8 of the UCC in any jurisdiction (x) that has adopted revisions to Article 8 of the UCC substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (y) whose laws may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection, and the priority of a security interest in Membership Interests in the Company; and (vi) be personal propertyMaster Agreement. (c) The Company Membership Interests shall be entitled to treat the registered holder uncertificated; provided, however, that all or a portion of a Membership Interest, as shown in the register of Membership Interests referred to in Section 3.1(b), as the Member for all purposes of this Agreement, except that the Administrator may record in the register of Member’s Membership Interest any security interest shall be certificated upon written request of a secured party pursuant such Member, in which event the Board of Directors shall establish procedures related to any security interest permitted by this Agreementcertificated Membership Interests. (d) If The Units (as set forth on Exhibit A) shall be adjusted from time to time, as applicable, to reflect (i) the Transfer by a Member transfers all of its Membership Interest to another Person pursuant to and Interests in accordance with the terms in Section 7.8 and Article IX, (ii) the transferor shall automatically cease admission of a new Member in accordance with Section 3.2, Section 7.2(j)(vii) and Section 7.8, (iii) Additional Capital Contributions made by the Members in accordance with Section 4.2, and (iv) such other events as otherwise may give rise to be a change in a Member’s ownership of its Membership Interests under this Agreement. Upon any change in a Member’s ownership of its Membership Interests, the Board of Directors shall (or shall cause the CEO to) amend Exhibit A to properly reflect such change, including any change to the Percentage Interests of the Members, and the Board of Directors shall (or shall cause the CEO to) deliver a copy of Exhibit A, as so amended, to each Member.

Membership Interests. (a) The Membership Interests comprise 9,505 [***] Class A Membership Interests, all of which are issued and held by Clean Technologies, and 495 [***] Class B Membership Interests, all of which are issued and held by Mehetia[***]. (b) The Class A Membership Interests and the Class B Membership Interests shall (i) have the rights and obligations ascribed to such Membership Interests in this Agreement and the Act; (ii) be evidenced solely by certificates in the forms annexed hereto as Exhibit A and Exhibit B, respectively, or such other form as may be prescribed from time to time by any Legal Requirements; provided, that certificates evidencing the Class A Membership Interests and the Class B Membership Interests which were issued in the forms annexed to the 2012 Operating [***] Confidential Treatment Requested Agreement prior to the date hereof shall continue to be valid; (iii) be recorded in a register of Membership Interests, which register the Managing Member shall cause the Administrator to maintain; (iv) be transferable only on recordation of such Transfer in the register of Membership Interest, which recordation the Managing Member shall cause the Administrator to make, upon compliance with the provisions of Article IX hereof and upon presentation of the certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with Article IX; (v) be “securities” governed by Article 8 of the UCC in any jurisdiction (x) that has adopted revisions to Article 8 of the UCC substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (y) whose laws may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection, and the priority of a security interest in Membership Interests in the Company; and (vi) be personal property. (c) The Company shall be entitled to treat the registered holder of a Membership Interest, as shown in the register of Membership Interests referred to in Section 3.1(b3.1 (b), as the Member for all purposes of this Agreement, except that the Administrator may record in the register of Membership Interest any security interest of a secured party pursuant to any security interest permitted by this Agreement. (d) If a Member transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms in Article IX, the transferor shall automatically cease to be a Member.

Membership Interests. (a) The Membership Interests comprise 9,505 Class A Membership Interests, all of which are issued and held by Clean Technologies, and 495 Class B Membership Interests, all of which are issued and held by Mehetia. (b) The Class A Membership Interests and the Class B Membership Interests shall (i) have the rights and obligations ascribed to such Membership Interests in this Agreement and the Act; (ii) be evidenced solely by certificates in the forms annexed hereto as Exhibit A and Exhibit B, respectively, or such other form as may be prescribed from time to time by any Legal Requirements; provided, that certificates evidencing the Class A Membership Interests and the Class B Membership Interests which were issued in the forms annexed to the 2012 Operating Agreement or the 2013 Operating Agreement prior to the date hereof shall continue to be valid; (iii) be recorded in a register of Membership Interests, which register the Managing Member shall cause the Administrator to maintain; (iv) be transferable only on recordation of such Transfer in the register of Membership Interest, which recordation the Managing Member shall cause the Administrator to make, upon compliance with the provisions of Article IX hereof and upon presentation of the certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with Article IX; (v) be “securities” governed by Article 8 of the UCC in any jurisdiction (x) that has adopted revisions to Article 8 of the UCC substantially consistent with the 1994 revisions to Article 8 adopted by DM_US 159585344-17.085887.0029 the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (y) whose laws may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection, and the priority of a security interest in Membership Interests in the Company; and (vi) be personal property. (c) The Company shall be entitled to treat the registered holder of a Membership Interest, as shown in the register of Membership Interests referred to in Section 3.1(b), as the Member for all purposes of this Agreement, except that the Administrator Managing Member may record in the register of Membership Interest any security interest of a secured party pursuant to any security interest permitted by this Agreement. (d) If a Member transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms in Article IX, the transferor shall automatically cease to be a Member.

Membership Interests. (a) The Membership Interests comprise 9,505 100 Class A Membership Interests, all of which are issued and held by Clean Technologiesthe Class A Member on the Effective Date, and 495 100 Class B Membership Interests, all of which are issued and held by MehetiaSouthern on the Effective Date. (b) The Class A Membership Interests and the Class B Membership Interests shall shall: (i) have the rights and obligations ascribed to such Membership Interests in this Agreement and the Act; (ii) be evidenced solely by certificates in the forms annexed hereto as Exhibit A and Exhibit B, respectively, or such other form as may be prescribed from time to time by any Legal Requirements; provided, that certificates evidencing the Class A Membership Interests and the Class B Membership Interests which were issued in the forms annexed to the 2012 Operating Agreement prior to the date hereof shall continue to be valid; (iii) be recorded in a register of Membership Interests, which register the Managing Member shall cause the Administrator to maintain; (iv) be transferable only on recordation of such Transfer in the register of Membership Interest, which recordation the Managing Member shall cause the Administrator to make, upon compliance with the provisions of Article IX hereof and upon presentation of the certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with Article IX; (v) be “securities” governed by Article 8 of the UCC in any jurisdiction (x) that has adopted revisions to Article 8 of the UCC substantially consistent with the 1994 revisions to Article 8 adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and (y) whose laws may be applicable, from time to time, to the issues of perfection, the effect of perfection or non-perfection, and the priority of a security interest in Membership Interests in the Company; and (vi) be personal property. (c) The Company shall be entitled to treat the registered holder of a Membership Interest, as shown in the register of Membership Interests referred to in Section 3.1(b), as the Member for all purposes of this Agreement, except that the Administrator Managing Member may record in the register of Membership Interest any security interest of a secured party pursuant to any security interest permitted by this Agreement. (d) If a Member transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms in Article IX, the transferor shall automatically cease to be a Member.

Membership Interests. (a) The Membership Interests comprise 9,505 Class A Membership Interests, all of which are issued and held by Clean TechnologiesEach limited liability company interest in the Company shall constitute a “security” within the meaning of, and 495 Class B Membership Interestsgoverned by, all of which are issued and held by Mehetia. (b) The Class A Membership Interests and the Class B Membership Interests shall (i) have Article 8 of the rights and obligations ascribed to such Membership Interests Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in this Agreement and the Act; (ii) be evidenced solely by certificates in the forms annexed hereto as Exhibit A and Exhibit B, respectively, or such other form as may be prescribed effect from time to time by any Legal Requirements; provided, that certificates evidencing the Class A Membership Interests and the Class B Membership Interests which were issued in the forms annexed to the 2012 Operating Agreement prior to the date hereof shall continue to be valid; State of Delaware (iii“Article 8”), and (ii) be recorded in a register of Membership Interests, which register the Managing Member shall cause the Administrator to maintain; (iv) be transferable only on recordation of such Transfer in the register of Membership Interest, which recordation the Managing Member shall cause the Administrator to make, upon compliance with the provisions of Article IX hereof and upon presentation of the certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with Article IX; (v) be “securities” governed by Article 8 of the UCC in Uniform Commercial Code of any other applicable jurisdiction (x) that has adopted revisions to Article 8 of the UCC now or hereafter substantially consistent with includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. The limited liability company interests in the Company shall be evidenced by certificates (y) whose laws may the “Membership Certificates”), and the Membership Certificates shall be applicablesigned by any Officer, from time as authorized signatory on behalf of the Company, and shall be in such form as such Officer determines. The certificated limited liability company interests shall be “certificated securities” and shall be in registered form within the meaning of Article 8. Notwithstanding any provision of this Agreement to timethe contrary, to the issues extent that any provision of perfection, the effect of perfection or this Agreement is inconsistent with any non-perfectionwaivable provision of Article 8, and the priority such provision of a security interest in Membership Interests in the Company; and (vi) be personal property. (c) The Company Article 8 shall be entitled controlling. Subject to treat any limitations on the registered holder admission of a Membership Interest, as shown additional Members set forth in the register of Membership Interests referred to in Section 3.1(b), as the Member for all purposes of this Agreement, except that additional Membership Certificates may be issued to an additional Member only upon the Administrator may record in the register admission of Membership Interest any security interest of a secured party such additional Member pursuant to any security interest permitted by this Agreement. Each Membership Certificate issued hereunder shall bear substantially the following legend: “THIS CERTIFICATE IS ISSUED PURSUANT TO THE TERMS OF THAT CERTAIN AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF [NAME OF ENTITY] DATED APRIL 23, 2013, AND EFFECTIVE AS OF APRIL 23, 2013 (THE “AGREEMENT”). THIS CERTIFICATE EVIDENCES A LIMITED LIABILITY COMPANY INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR PURPOSES OF (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. THE TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT. (d) If a Member transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms in Article IX, the transferor shall automatically cease to be a Member.”

Membership Interests. (a) The Membership Interests comprise 9,505 Class A Membership Interests, all of which are issued and held by Clean TechnologiesEach limited liability company interest in the Company shall constitute a “security” within the meaning of, and 495 Class B Membership Interestsgoverned by, all of which are issued and held by Mehetia. (b) The Class A Membership Interests and the Class B Membership Interests shall (i) have Article 8 of the rights and obligations ascribed to such Membership Interests Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in this Agreement and the Act; (ii) be evidenced solely by certificates in the forms annexed hereto as Exhibit A and Exhibit B, respectively, or such other form as may be prescribed effect from time to time by any Legal Requirements; provided, that certificates evidencing the Class A Membership Interests and the Class B Membership Interests which were issued in the forms annexed to the 2012 Operating Agreement prior to the date hereof shall continue to be valid; State of Delaware (iii“Article 8”), and (ii) be recorded in a register of Membership Interests, which register the Managing Member shall cause the Administrator to maintain; (iv) be transferable only on recordation of such Transfer in the register of Membership Interest, which recordation the Managing Member shall cause the Administrator to make, upon compliance with the provisions of Article IX hereof and upon presentation of the certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with Article IX; (v) be “securities” governed by Article 8 of the UCC in Uniform Commercial Code of any other applicable jurisdiction (x) that has adopted revisions to Article 8 of the UCC now or hereafter substantially consistent with includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. The limited liability company interests in the Company shall be evidenced by certificates (y) whose laws may the “Membership Certificates”), and the Membership Certificates shall be applicablesigned by any Officer, from time as authorized signatory on behalf of the Company, and shall be in such form as such Officer determines. The certificated limited liability company interests shall be “certificated securities” and shall be in registered form within the meaning of Article 8. Notwithstanding any provision of this Agreement to timethe contrary, to the issues extent that any provision of perfection, the effect of perfection or this Agreement is inconsistent with any non-perfectionwaivable provision of Article 8, and the priority such provision of a security interest in Membership Interests in the Company; and (vi) be personal property. (c) The Company Article 8 shall be entitled controlling. Subject to treat any limitations on the registered holder admission of a Membership Interest, as shown additional Members set forth in the register of Membership Interests referred to in Section 3.1(b), as the Member for all purposes of this Agreement, except that additional Membership Certificates may be issued to an additional Member only upon the Administrator may record in the register admission of Membership Interest any security interest of a secured party such additional Member pursuant to any security interest permitted by this Agreement. Each Membership Certificate issued hereunder shall bear substantially the following legend: “THIS CERTIFICATE IS ISSUED PURSUANT TO THE TERMS OF THAT CERTAIN FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF [NAME OF ENTITY] DATED APRIL 23, 2013, AND EFFECTIVE AS OF APRIL 23, 2013 (THE “AGREEMENT”). THIS CERTIFICATE EVIDENCES A LIMITED LIABILITY COMPANY INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR PURPOSES OF (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. THE TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT. (d) If a Member transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms in Article IX, the transferor shall automatically cease to be a Member.”

Membership Interests. (a) The Membership Interests comprise 9,505 Class A Membership Interests, all of which are issued and held by Clean TechnologiesEach limited liability company interest in the Company shall constitute a “security” within the meaning of, and 495 Class B Membership Interestsgoverned by, all of which are issued and held by Mehetia. (b) The Class A Membership Interests and the Class B Membership Interests shall (i) have Article 8 of the rights and obligations ascribed to such Membership Interests Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in this Agreement and the Act; (ii) be evidenced solely by certificates in the forms annexed hereto as Exhibit A and Exhibit B, respectively, or such other form as may be prescribed effect from time to time by any Legal Requirements; provided, that certificates evidencing the Class A Membership Interests and the Class B Membership Interests which were issued in the forms annexed to the 2012 Operating Agreement prior to the date hereof shall continue to be valid; State of Delaware (iii“Article 8”), and (ii) be recorded in a register of Membership Interests, which register the Managing Member shall cause the Administrator to maintain; (iv) be transferable only on recordation of such Transfer in the register of Membership Interest, which recordation the Managing Member shall cause the Administrator to make, upon compliance with the provisions of Article IX hereof and upon presentation of the certificates duly endorsed for Transfer, or accompanied by assignment documentation in accordance with Article IX; (v) be “securities” governed by Article 8 of the UCC in Uniform Commercial Code of any other applicable jurisdiction (x) that has adopted revisions to Article 8 of the UCC now or hereafter substantially consistent with includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. The limited liability company interests in the Company shall be evidenced by certificates (y) whose laws may the “Membership Certificates”), and the Membership Certificates shall be applicablesigned by any Officer, from time as authorized signatory on behalf of the Company, and shall be in such form as such Officer determines. The certificated limited liability company interests shall be “certificated securities” and shall be in registered form within the meaning of Article 8. Notwithstanding any provision of this Agreement to timethe contrary, to the issues extent that any provision of perfection, the effect of perfection or this Agreement is inconsistent with any non-perfectionwaivable provision of Article 8, and the priority such provision of a security interest in Membership Interests in the Company; and (vi) be personal property. (c) The Company Article 8 shall be entitled controlling. Subject to treat any limitations on the registered holder admission of a Membership Interest, as shown additional Members set forth in the register of Membership Interests referred to in Section 3.1(b), as the Member for all purposes of this Agreement, except that additional Membership Certificates may be issued to an additional Member only upon the Administrator may record in the register admission of Membership Interest any security interest of a secured party such additional Member pursuant to any security interest permitted by this Agreement. Each Membership Certificate issued hereunder shall bear substantially the following legend: “THIS CERTIFICATE IS ISSUED PURSUANT TO THE TERMS OF THAT CERTAIN AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF [NAME OF ENTITY], DATED APRIL 2, 2015, AND EFFECTIVE AS OF APRIL 2, 2015 (THE “AGREEMENT”). THIS CERTIFICATE EVIDENCES A LIMITED LIABILITY COMPANY INTEREST IN THE COMPANY AND SHALL BE A SECURITY FOR PURPOSES OF (I) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND (II) ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF ANY OTHER APPLICABLE JURISDICTION THAT NOW OR HEREAFTER SUBSTANTIALLY INCLUDES THE 1994 REVISIONS TO ARTICLE 8 THEREOF AS ADOPTED BY THE AMERICAN LAW INSTITUTE AND THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS AND APPROVED BY THE AMERICAN BAR ASSOCIATION ON FEBRUARY 14, 1995. THE TRANSFER OF THIS CERTIFICATE AND THE INTERESTS REPRESENTED HEREBY IS RESTRICTED AS DESCRIBED IN THE AGREEMENT. (d) If a Member transfers all of its Membership Interest to another Person pursuant to and in accordance with the terms in Article IX, the transferor shall automatically cease to be a Member.”