Common use of Recognition of Transfer; Substituted and Additional Members Clause in Contracts

Recognition of Transfer; Substituted and Additional Members. (a) No direct or indirect Transfer of all or any portion of a Member’s Membership Interest may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such Membership Interest shall be admitted to the Company as a substituted or additional Member hereunder, unless: (i) the provisions of Section 9.01 or Section 9.02, as applicable, shall have been complied with; (ii) in the case of a substituted or additional Member (other than a Permitted Transferee), the admission of the purchaser, assignee, transferee or other recipient as a substituted or additional Member shall have been approved by the Managing Member; (iii) the Managing Member shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing Member, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member shall have executed (and the Managing Member hereby agrees to execute) any other documents on behalf of itself and the Members required to effect the Transfer; (iv) the provisions of Section 9.03(b) shall have been complied with; (v) the Managing Member shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any other Applicable Law; (B) cause an assignment under the Investment Company Act; or (C) cause the Company to qualify as a “publicly traded partnership,” as that term is defined in Section 7704 of the Code; (vi) such Transfer would not cause the Company to lose its status as a partnership for federal income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Section 1.7704-1 of the Treasury Regulations, and the transferring Member and the transferee shall each have provided a certificate to that effect; (vii) the Managing Member shall have received the opinion of counsel, if any, required by Section 9.03(c) in connection with such Transfer; and (viii) all necessary instruments reflecting such Transfer and/or admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members. (b) Each substituted Member and additional Member shall be bound by all of the provisions of this Agreement. Each substituted Member and additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing Member, as the Managing Member reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted or additional Member to be bound by all the terms and provisions of this Agreement with respect to the Membership Interest acquired by such substituted or additional Member. The admission of a substituted or additional Member shall not require the consent of any Member other than the Managing Member (if and to the extent such consent of the Managing Member is expressly required by this Article 9). As promptly as practicable after the admission of a substituted or additional Member, the books and records of the Company and Exhibit A shall be changed to reflect such admission. (c) As a further condition to any Transfer of all or any part of a Member’s Membership Interest, the Managing Member may, in its discretion, require a written opinion of counsel to the transferring Member reasonably satisfactory to the Managing Member, obtained at the sole expense of the transferring Member, reasonably satisfactory in form and substance to the Managing Member, as to such matters as are customary and appropriate in transactions of this type, including (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws. No such opinion, however, shall be required in connection with a Transfer made pursuant to the Exchange Agreement.

Recognition of Transfer; Substituted and Additional Members. (a) No direct or indirect Transfer of all or any portion of a Member’s Membership Interest may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such Membership Interest shall be admitted to the Company as a substituted or additional Member hereunder, unless: (i) the provisions of Section 9.01 or Section 9.02, as applicable, shall have been complied with; (ii) in the case of a substituted or additional Member (other than a Permitted Transferee), the admission of the purchaser, assignee, transferee or other recipient as a substituted or additional Member shall have been approved by the Managing Member; (iii) the Managing Member shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing Member, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member shall have executed (and the Managing Member hereby agrees to execute) any other documents on behalf of itself and the Members required to effect the Transfer; (iv) the provisions of Section 9.03(b) shall have been complied with; (v) the Managing Member shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any other Applicable Law; (B) cause an assignment under the Investment Company Act; (C) cause the Company to be required to be registered as an investment company under the Investment Company Act; or (CD) cause the Company to qualify as a “publicly traded partnership,” as that term is defined in Section 7704 of the Code; (vi) such Transfer would not cause the Company to lose its status as a partnership for federal income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Section 1.7704-1 of the Treasury Regulations, and the transferring Member and the transferee shall each have provided a certificate to that effect; (vii) the Managing Member shall have received the opinion of counsel, if any, required by Section 9.03(c) in connection with such Transfer; and (viii) all necessary instruments reflecting such Transfer and/or admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members. (b) Each substituted Member and additional Member shall be bound by all of the provisions of this Agreement. Each substituted Member and additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing Member, as the Managing Member reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted or additional Member to be bound by all the terms and provisions of this Agreement with respect to the Membership Interest acquired by such substituted or additional Member. The admission of a substituted or additional Member shall not require the consent of any Member other than the Managing Member (if and to the extent such consent of the Managing Member is expressly required by this Article 9). As promptly as practicable after the admission of a substituted or additional Member, the books and records of the Company and Exhibit A shall be changed to reflect such admission. (c) As a further condition to any Transfer of all or any part of a Member’s Membership Interest, the Managing Member may, in its discretion, require a written opinion of counsel to the transferring Member reasonably satisfactory to the Managing Member, obtained at the sole expense of the transferring Member, reasonably satisfactory in form and substance to the Managing Member, as to such matters as are customary and appropriate in transactions of this type, including (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities lawslaws or result in the Company being required to be registered as an investment company under the Investment Company Act. No such opinion, however, shall be required in connection with a Transfer made pursuant to the RCAP Holdings Exchange Agreement.

Recognition of Transfer; Substituted and Additional Members. (a) No direct or indirect Transfer of all or any portion of a Member’s Membership Interest may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such Membership Interest shall be admitted to the Company as a substituted or additional Member hereunder, unless: (i) the provisions of Section 9.01 or Section 9.02, as applicable, shall have been complied with; (ii) in the case of a proposed substituted or additional Member (other than a Permitted Transferee)Transferee described in clauses (i) through (v) of the definition thereof) that is (i) a competitor or potential competitor of HII, the Company or their Subsidiaries, (ii) a Person with whom the HII, the Company or their Subsidiaries has had or is expected to have a material commercial or financial relationship or (iii) likely to subject HII, the Company or their Subsidiaries to any material legal or regulatory requirement or obligation, or materially increase the burden thereof, in each case as determined by the Managing Member in its sole discretion, the admission of the purchaser, assignee, transferee or other recipient as a substituted or additional Member shall have been approved by the Managing Member; (iii) the Managing Member shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing Member, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member shall have executed (and the Managing Member hereby agrees to execute) any other documents on behalf of itself and the Members required to effect the Transfer; (iv) the provisions of Section 9.03(b) shall have been complied with; (v) the Managing Member shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any other Applicable Law; or (B) cause an assignment under the Investment Company Act; or (C) cause the Company to qualify as a “publicly traded partnership,” as that term is defined in Section 7704 of the Code; (vi) such Transfer would not cause the Company to lose its status as a partnership for federal income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Section 1.7704-1 of the Treasury Regulations, and the transferring Member and the transferee shall each have provided a certificate to that effect; (vii) the Managing Member shall have received the opinion of counsel, if any, required by Section 9.03(c) in connection with such Transfer; and (viii) all necessary instruments reflecting such Transfer and/or admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members. (b) Each substituted Member and additional Member shall be bound by all of the provisions of this Agreement. Each substituted Member and additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing Member, as the Managing Member reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted or additional Member to be bound by all the terms and provisions of this Agreement with respect to the Membership Interest acquired by such substituted or additional Member. The admission of a substituted or additional Member shall not require the consent of any Member other than the Managing Member (if and to the extent such consent of the Managing Member is expressly required by this Article 9). As promptly as practicable after the admission of a substituted or additional Member, the books and records of the Company and Exhibit A shall be changed to reflect such admission. (c) As a further condition to any Transfer of all or any part of a Member’s Membership Interest, the Managing Member may, in its discretion, require a written opinion of counsel to the transferring Member reasonably satisfactory to the Managing Member, obtained at the sole expense of the transferring Member, reasonably satisfactory in form and substance to the Managing Member, as to such matters as are customary and appropriate in transactions of this type, including including, without limitation (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws. No such opinion, however, shall be required in connection with a Transfer made pursuant to the Exchange Agreement.

Recognition of Transfer; Substituted and Additional Members. (a) No Except for transfers made pursuant to the Exchange Agreement, no direct or indirect Transfer of all or any portion of a Member’s Membership Interest may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such Membership Interest shall be admitted to the Company as a substituted or additional Additional Member hereunder, unless: (i) the provisions of Section 9.01 or Section 9.02this Article IX, as applicable, shall have been complied with; (ii) in the case of a substituted proposed Substituted or additional Additional Member that is (other than i) a Permitted Transferee)competitor or potential competitor of JEI, the Company or their Subsidiaries, (ii) a Person with whom the JEI, the Company or their Subsidiaries has had or is expected to have a material commercial or financial relationship or (iii) likely to subject JEI, the Company or their Subsidiaries to any material legal or regulatory requirement or obligation, or materially increase the burden thereof, in each case as determined by the Managing Member in its sole discretion, the admission of the purchaser, assignee, transferee or other recipient as a substituted Substituted or additional Additional Member shall have been approved by the Managing Member; (iii) the Managing Member shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing Member, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member shall have executed (and the Managing Member hereby agrees to execute) any other documents on behalf of itself and the Members required to effect the Transfer; (iv) the provisions of Section 9.03(b) shall have been complied with; (v) the Managing Member shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any other Applicable Lawapplicable law; or (B) cause an assignment under the Investment Company Act; or (C) cause the Company to qualify as a “publicly traded partnership,” as that term is defined in Section 7704 of the Code; (viv) such Transfer would not cause the Company to lose its status as a partnership for federal income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Section 1.7704-1 of the Treasury Regulations, and the transferring Member and the transferee shall each have provided a certificate to that effect; (viivi) the Managing Member shall have received the opinion of counsel, if any, required by Section 9.03(c9.2(c) in connection with such Transfer; and (viiivii) all necessary instruments reflecting such Transfer and/or admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members. (b) Each substituted Substituted Member and additional Additional Member shall be bound by all of the provisions of this Agreement. Each substituted Substituted Member and additional Additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing Member, as the Managing Member reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted or additional Additional Member to be bound by all the terms and provisions of this Agreement with respect to the Membership Interest acquired by such substituted or additional Additional Member. The admission of a substituted Substituted or additional Additional Member shall not require the consent of any Member other than the Managing Member (if and to the extent such consent of the Managing Member is expressly required by this Article 9IX). As promptly as practicable after the admission of a substituted Substituted or additional Additional Member, the books and records of the Company and Exhibit Schedule A shall be changed to reflect such admission. (c) As a further condition to any Transfer of all or any part of a Member’s Membership Interest, other than Transfers pursuant to the Exchange Agreement, the Managing Member may, in its discretion, require a written opinion of counsel to the transferring Member reasonably satisfactory to the Managing Member, obtained at the sole expense of the transferring Member, reasonably satisfactory in form and substance to the Managing Member, as to such matters as are customary and appropriate in transactions of this type, including including, without limitation (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws. No such opinion, however, shall be required in connection with a Transfer made pursuant to the Exchange Agreement.

Recognition of Transfer; Substituted and Additional Members. (a) No direct or indirect Transfer of all or any portion of a Member’s Membership Interest common units may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such Membership Interest common units shall be admitted to the Company as a substituted or additional Member hereunder, unless: (i) the provisions of Section 9.01 or Section 9.02, as applicable, shall have been complied with; (ii) in the case of a proposed substituted or additional Member (other than a Permitted Transferee)Transferee described in clauses (i) through (v) of the definition thereof) that is (i) a competitor or potential competitor of Evolent Health, Inc. or the Company or their Subsidiaries, (ii) a Person with whom Evolent Health, Inc. or the Company or their Subsidiaries has had or is expected to have a material commercial or financial relationship or (iii) likely to subject Evolent Health, Inc. or the Company or their Subsidiaries to any material legal or regulatory requirement or obligation, or materially increase the burden thereof, in each case as determined by the Managing Member in its sole discretion, the admission of the purchaser, assignee, transferee or other recipient as a substituted or additional Member shall have been approved by the Managing Member; (iii) the Managing Member shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing Member, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member shall have executed (and the Managing Member hereby agrees to execute) any other documents on behalf of itself and the Members required to effect the Transfer; (iv) the provisions of Section 9.03(b) shall have been complied with; (v) the Managing Member shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any other Applicable Law; or (B) cause an assignment under the Investment Company Act; or (C) cause the Company to qualify as a “publicly traded partnership,” as that term is defined in Section 7704 of the Code; (vi) such Transfer would not cause the Company to lose its status as a partnership for federal income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Section 1.7704-1 of the Treasury Regulations, and the transferring Member and the transferee shall each have provided a certificate to that effect; (vii) the Managing Member shall have received the opinion of counsel, if any, required by Section 9.03(c) in connection with such Transfer; and (viii) all necessary instruments reflecting such Transfer and/or admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members. (b) Each substituted Member and additional Member shall be bound by all of the provisions of this Agreement. Each substituted Member and additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement and the Exchange Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing Member, as the Managing Member reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted or additional Member to be bound by all the terms and provisions of this Agreement with respect to the Membership Interest common units acquired by such substituted or additional Member. The admission of a substituted or additional Member shall not require the consent of any Member other than the Managing Member (if and to the extent such consent of the Managing Member is expressly required by this Article 9). As promptly as practicable after the admission of a substituted or additional Member, the books and records of the Company and Exhibit A shall be changed to reflect such admission. (c) As a further condition to any Transfer of all or any part of a Member’s Membership Interestcommon units, the Managing Member may, in its discretion, require a written opinion of counsel to the transferring Member reasonably satisfactory to the Managing Member, obtained at the sole expense of the transferring Member, reasonably satisfactory in form and substance to the Managing Member, as to such matters as are customary and appropriate in transactions of this type, including including, without limitation (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws. No such opinion, however, shall be required in connection with a Transfer made pursuant to the Exchange Agreement.

Recognition of Transfer; Substituted and Additional Members. (a) No direct or indirect Transfer of all or any portion of a Member’s Membership Interest Units may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such Membership Interest Units shall be admitted to the Company as a substituted or additional Additional Member hereunder, unless: (i) the provisions of Section 9.01 or Section 9.02, as applicable, 8.1 shall have been complied with; (ii) in the case of a proposed substituted or additional Additional Member that is (other than A) a Permitted Transferee)competitor or potential competitor of the Corporation or the Company or their respective Subsidiaries, (B) a Person with whom the Corporation or the Company or their respective Subsidiaries has had or is expected to have a material commercial or financial relationship or (C) likely to subject the Corporation or the Company or their respective Subsidiaries to any material legal or regulatory requirement or obligation, or materially increase the burden thereof, in each case as determined by the Managing Member in its sole discretion, the admission of the purchaser, assignee, transferee or other recipient as a substituted or additional Additional Member shall have been approved by the Managing Member; (iii) the Managing Member shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing Member, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member shall have executed (and the Managing Member hereby agrees to execute) any other documents on behalf of itself and the Members required to effect the Transfer; (iv) the provisions of Section 9.03(b8.2(b) shall have been complied with; (v) the Managing Member shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any other Applicable Lawapplicable law; or (B) cause an assignment under the Investment Company Act; or (C) cause the Company to qualify as a “publicly traded partnership,” as that term is defined in Section 7704 of the Code; (vi) such Transfer would (A) not cause create a material risk that the Company to lose its status will be treated as a partnership “publicly traded partnership” within the meaning of Section 7704 of the Code or any other association taxable as a corporation for federal income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Treas. Reg. § 1.7704-1 and (B) not otherwise result in the Company having more than 100 partners, within the meaning of Treasury Regulations Section 1.7704-1 1(h) (determined taking into account the rules of the Treasury Regulations, and the transferring Member and the transferee shall each have provided a certificate to that effectRegulations Section 1.7704-1(h)(3)); (vii) the Managing Member shall have received the opinion of counsel, if any, required by Section 9.03(c8.2(c) in connection with such Transfer; and (viii) all necessary instruments reflecting such Transfer and/or admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members. (b) Each substituted Substituted Member and additional Additional Member shall be bound by all of the provisions of this Agreement. Each substituted Substituted Member and additional Additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement and the Exchange Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing Member, as the Managing Member reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted or additional Additional Member to be bound by all the terms and provisions of this Agreement with respect to the Membership Interest Units acquired by such substituted or additional Additional Member. The admission of a substituted or additional Additional Member shall not require the consent of any Member other than (but shall require the consent of the Managing Member (Member, if and to the extent such consent of the Managing Member is expressly required by this Article 9VIII). As promptly as practicable after the admission of a substituted or additional Additional Member, the Unit Ownership Ledger and other books and records of the Company and Exhibit A shall be changed to reflect such admission. (c) As a further condition to any Transfer of all or any part of a Member’s Membership InterestUnits, the Managing Member may, in its discretion, require a written opinion of counsel to the transferring Member reasonably satisfactory to the Managing Member, obtained at the sole expense of the transferring Member, reasonably satisfactory in form and substance to the Managing Member, as to such matters as are customary and appropriate in transactions of this type, including including, without limitation (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws. No such opinion, however, shall be required in connection with a Transfer made pursuant to the Exchange Agreement. (d) The transferor, unless otherwise reasonably determined by the Managing Member, shall deliver to the Company an affidavit of non-foreign status with respect to such transferor that satisfies the requirements of Section 1446(f)(2) of the Code or other documentation establishing a valid exemption from withholding pursuant to Section 1446(f) of the Code or shall ensure that, contemporaneously with the Transfer, the transferee of such interest properly withholds and remits to the IRS the amount of tax required to be withheld upon the Transfer by Section 1446(f) of the Code (and promptly provide evidence to the Company of such withholding and remittance). The transferor and transferee of such interest shall agree to jointly and severally indemnify and hold harmless the Corporation, the Company and any Subsidiary of the Company against any loss (including taxes, interest, penalties, and any related expenses) arising out of any failure to comply with the provisions of this Section 8.2(d).

Recognition of Transfer; Substituted and Additional Members. (a) No direct or indirect Transfer of all or any portion of a Member’s Membership Interest Units may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such Membership Interest Units shall be admitted to the Company as a substituted or additional Additional Member hereunder, unless: (i) the provisions of Section 9.01 or Section 9.02, as applicable, 8.1 shall have been complied with; (ii) in the case of a proposed substituted or additional Additional Member that is (other than A) a Permitted Transferee)competitor or potential competitor of Maravai Co. or the Company or their respective Subsidiaries, (B) a Person with whom Maravai Co. or the Company or their respective Subsidiaries has had or is expected to have a material commercial or financial relationship or (C) likely to subject Maravai Co. or the Company or their respective Subsidiaries to any material legal or regulatory requirement or obligation, or materially increase the burden thereof, in each case as determined by the Manager in its sole discretion, the admission of the purchaser, assignee, transferee or other recipient as a substituted or additional Additional Member shall have been approved by the Managing MemberManager; (iii) the Managing Member Manager shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing MemberManager, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member Manager shall have executed (and the Managing Member Manager hereby agrees to execute) any other documents on behalf of itself and the Members required to effect the Transfer; (iv) the provisions of Section 9.03(b8.2(b) shall have been complied with; (v) the Managing Member Manager shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any other Applicable Lawapplicable law; or (B) cause an assignment under the Investment Company Act; or (C) cause the Company to qualify as a “publicly traded partnership,” as that term is defined in Section 7704 of the Code; (vi) such Transfer would not cause the Company to lose its status be treated as a partnership “publicly traded partnership” within the meaning of Section 7704 of the Code or any other association taxable as a corporation for federal income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Section Treas. Reg. § 1.7704-1 of the Treasury Regulations, and the transferring Member and the transferee shall each have provided a certificate to that effect1; (vii) the Managing Member Manager shall have received the opinion of counsel, if any, required by Section 9.03(c8.2(c) in connection with such Transfer; and (viii) all necessary instruments reflecting such Transfer and/or admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members. (b) Each substituted Substituted Member and additional Additional Member shall be bound by all of the provisions of this Agreement. Each substituted Substituted Member and additional Additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement and the Exchange Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing MemberManager, as the Managing Member Manager reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted or additional Additional Member to be bound by all the terms and provisions of this Agreement with respect to the Membership Interest Units acquired by such substituted or additional Additional Member. The admission of a substituted or additional Additional Member shall not require the consent of any Member other than (but shall require the Managing Member (consent of the Manager, if and to the extent such consent of the Managing Member Manager is expressly required by this Article 9VIII). As promptly as practicable after the admission of a substituted or additional Additional Member, the Unit Ownership Ledger and other books and records of the Company and Exhibit A shall be changed to reflect such admission. (c) As a further condition to any Transfer of all or any part of a Member’s Membership InterestUnits, the Managing Member Manager may, in its discretion, require a written opinion of counsel to the transferring Member reasonably satisfactory to the Managing MemberManager, obtained at the sole expense of the transferring Member, reasonably satisfactory in form and substance to the Managing MemberManager, as to such matters as are customary and appropriate in transactions of this type, including including, without limitation (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws. No such opinion, however, shall be required in connection with a Transfer made pursuant to the Exchange Agreement.

Recognition of Transfer; Substituted and Additional Members. (a) No direct or indirect Transfer of all or any portion of a Member’s Membership Interest Units may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such Membership Interest Units shall be admitted to the Company as a substituted or additional Additional Member hereunder, unless: (i) the provisions of Section 9.01 or Section 9.02, as applicable, 8.1 shall have been complied with; (ii) in the case of a proposed substituted or additional Additional Member that is (other than A) a Permitted Transferee)competitor or potential competitor of PowerSchool or the Company or their respective Subsidiaries, (B) a Person with whom PowerSchool or the Company or their respective Subsidiaries has had or is expected to have a material commercial or financial relationship or (C) likely to subject PowerSchool or the Company or their respective Subsidiaries to any material legal or regulatory requirement or obligation, or materially increase the burden thereof, in each case as determined by the Manager in its sole discretion, the admission of the purchaser, assignee, transferee or other recipient as a substituted or additional Additional Member shall have been approved by the Managing MemberManager; (iii) the Managing Member Manager shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing MemberManager, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member Manager shall have executed (and the Managing Member Manager hereby agrees to execute) any other documents on behalf of itself and the Members required to effect the Transfer; (iv) the provisions of Section 9.03(b8.2(b) shall have been complied with; (v) the Managing Member Manager shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any other Applicable Lawapplicable law; or (B) cause an assignment under the Investment Company Act; or (C) cause the Company to qualify as a “publicly traded partnership,” as that term is defined in Section 7704 of the Code; (vi) such Transfer would not cause create a material risk that the Company to lose its status will be treated as a partnership “publicly traded partnership” within the meaning of Section 7704 of the Code or any other association taxable as a corporation for federal income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Section Treas. Reg. § 1.7704-1 of the Treasury Regulations, and the transferring Member and the transferee shall each have provided a certificate to that effect1; (vii) the Managing Member Manager shall have received the opinion of counsel, if any, required by Section 9.03(c8.2(c) in connection with such Transfer; and (viii) all necessary instruments reflecting such Transfer and/or admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members. (b) Each substituted Substituted Member and additional Additional Member shall be bound by all of the provisions of this Agreement. Each substituted Substituted Member and additional Additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement and the Exchange Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing MemberManager, as the Managing Member Manager reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted or additional Additional Member to be bound by all the terms and provisions of this Agreement with respect to the Membership Interest Units acquired by such substituted or additional Additional Member. The admission of a substituted or additional Additional Member shall not require the consent of any Member other than (but shall require the Managing Member (consent of the Manager, if and to the extent such consent of the Managing Member Manager is expressly required by this Article 9VIII). As promptly as practicable after the admission of a substituted or additional Additional Member, the Unit Ownership Ledger and other books and records of the Company and Exhibit A shall be changed to reflect such admission. (c) As a further condition to any Transfer of all or any part of a Member’s Membership InterestUnits, the Managing Member Manager may, in its discretion, require a written opinion of counsel to the transferring Member reasonably satisfactory to the Managing MemberManager, obtained at the sole expense of the transferring Member, reasonably satisfactory in form and substance to the Managing MemberManager, as to such matters as are customary and appropriate in transactions of this type, including including, without limitation (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws. No such opinion, however, shall be required in connection with a Transfer made pursuant to the Exchange Agreement. (d) The transferor, unless otherwise reasonably determined by the Manager, shall deliver to the Company an affidavit of non-foreign status with respect to such transferor that satisfies the requirements of Section 1446(f)(2) of the Code or other documentation establishing a valid exemption from withholding pursuant to Section 1446(f) of the Code or shall ensure that, contemporaneously with the Transfer, the transferee of such interest properly withholds and remits to the IRS the amount of tax required to be withheld upon the Transfer by Section 1446(f) of the Code (and promptly provide evidence to the Company of such withholding and remittance). The transferor and transferee of such interest shall agree to jointly and severally indemnify and hold harmless PowerSchool, the Company and any Subsidiary of the Company against any loss (including taxes, interest, penalties, and any related expenses) arising out of any failure to comply with the provisions of this Section 8.2(d).

Recognition of Transfer; Substituted and Additional Members. (a) No direct or indirect Transfer of all or any portion of a Member’s Membership Interest Units may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such Membership Interest Units shall be admitted to the Company as a substituted Substituted Member or additional Additional Member hereunderunder this Agreement, unless: (i) the provisions of Section 9.01 or Section 9.02, as applicable, 8.1 shall have been complied with; (ii) in the case of a substituted proposed Substituted Member or additional Additional Member that is (other than A) a Permitted Transferee)competitor or potential competitor of PubCo or the Company or their respective Subsidiaries, (B) a Person with whom PubCo or the Company or their respective Subsidiaries has had or is expected to have a material commercial or financial relationship or (C) likely to subject PubCo or the Company or their respective Subsidiaries to any material legal or regulatory requirement or obligation, or materially increase the burden thereof, in each case as determined by the Manager, the admission of the purchaser, assignee, transferee or other recipient as a substituted Substituted Member or additional Additional Member shall have been approved by the Managing MemberManager; (iii) the Managing Member Manager shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing MemberManager, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member Manager shall have executed (and the Managing Member hereby Manager agrees to execute) any other documents on behalf of itself and the Members required to effect the Transfer; (iv) the provisions of Section 9.03(b8.2(b) shall have been complied with; (v) the Managing Member Manager shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any other Applicable Lawapplicable law; or (B) cause an assignment under the Investment Company Act; or (C) cause the Company to qualify as a “publicly traded partnership,” as that term is defined in Section 7704 of the Code; (vi) such Transfer would not be reasonably expected to cause the Company to lose its status be treated as a partnership “publicly traded partnership” within the meaning of Section 7704 of the Code or any other association taxable as a corporation for federal income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Section Treas. Reg. § 1.7704-1 of the Treasury Regulations, and the transferring Member and the transferee shall each have provided a certificate to that effect1; (vii) the Managing Member Manager shall have received the opinion of counsel, if any, required by Section 9.03(c8.2(c) in connection with such Transfer; and (viii) all necessary instruments reflecting such Transfer and/or or admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members. (b) Each substituted Substituted Member and additional Additional Member shall be bound by all of the provisions of this Agreement. Each substituted Substituted Member and additional Additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing MemberManager, as the Managing Member Manager reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted Substituted Member or additional Additional Member to be bound by all the terms and provisions of this Agreement with respect to the Membership Interest Units acquired by such substituted Substituted Member or additional Additional Member. The admission of a substituted Substituted Member or additional Additional Member shall not require the consent of any Member other than (but shall require the Managing Member (consent of the Manager, if and to the extent such consent of the Managing Member Manager is expressly required by this Article 9VIII). As promptly as practicable after the admission of a substituted Substituted Member or additional Additional Member, the Unit Ownership Ledger and other books and records of the Company and Exhibit A shall be changed to reflect such admission. (c) As a further condition to any Transfer of all or any part of a Member’s Membership InterestUnits, the Managing Member mayManager shall, in its discretionat PubCo’s direction, require a written opinion of counsel to the transferring Member (such counsel reasonably satisfactory to the Managing MemberManager), obtained at the sole expense of the transferring Member, reasonably satisfactory in form and substance to the Managing MemberManager, as to such matters as are customary and appropriate in transactions of this type, including (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws. No such opinion, however, shall be required in connection with a Transfer made pursuant to the Exchange AgreementArticle IX.

Recognition of Transfer; Substituted and Additional Members. (a) No direct or indirect Transfer of all or any portion of a Member’s Membership Interest may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such Membership Interest shall be admitted to the Company as a substituted or additional Member hereunder, unless: (i) the provisions of Section 9.01 10.01 or Section 9.0210.02, as applicable, shall have been complied with; (ii) in the case of a proposed substituted or additional Member (other than a Permitted Transferee)Transferee described in clauses (i) through (iv) of the definition thereof) that is (i) a competitor or potential competitor of WIND, the Company or their Subsidiaries, (ii) a Person with whom the WIND, the Company or their Subsidiaries has had or is expected to have a material commercial or financial relationship or (iii) likely to subject WIND, the Company or their Subsidiaries to any material legal or regulatory requirement or obligation, or materially increase the burden thereof, in each case as determined by the Managing Member in its sole discretion, the admission of the purchaser, assignee, transferee or other recipient as a substituted or additional Member shall have been approved by the Managing Member; (iii) the Managing Member shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing Member, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member shall have executed (and the Managing Member hereby agrees to execute) any other documents on behalf of itself and the Members required to effect the Transfer; (iv) the provisions of Section 9.03(b10.04(b) shall have been complied with; (v) the Managing Member shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any other Applicable Law; or (B) cause an assignment under the Investment Company Act; or (C) cause the Company to qualify as a “publicly traded partnership,” as that term is defined in Section 7704 of the Code; (vi) such Transfer would not cause the Company to lose its status as a partnership for federal income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Section 1.7704-1 of the Treasury Regulations, and the transferring Member and the transferee shall each have provided a certificate to that effect; (vii) the Managing Member shall have received the opinion of counsel, if any, required by Section 9.03(c10.04(c) in connection with such Transfer; and (viii) all necessary instruments reflecting such Transfer and/or admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members. (b) Each substituted Member and additional Member shall be bound by all of the provisions of this Agreement. Each substituted Member and additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing Member, as the Managing Member reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted or additional Member to be bound by all the terms and provisions of this Agreement with respect to the Membership Interest acquired by such substituted or additional Member. The admission of a substituted or additional Member shall not require the consent of any Member other than the Managing Member (if and to the extent such consent of the Managing Member is expressly required by this Article 910). As promptly as practicable after the admission of a substituted or additional Member, the books and records of the Company and Exhibit A shall be changed to reflect such admission. (c) As a further condition to any Transfer of all or any part of a Member’s Membership Interest, the Managing Member may, in its discretion, require a written opinion of counsel to the transferring Member reasonably satisfactory to the Managing Member, obtained at the sole expense of the transferring Member, reasonably satisfactory in form and substance to the Managing Member, as to such matters as are customary and appropriate in transactions of this type, including including, without limitation (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws. No such opinion, however, shall be required in connection with a Transfer made pursuant to the Exchange Agreement.

Recognition of Transfer; Substituted and Additional Members. (a) No direct or indirect Transfer of all or any portion of a Member’s Membership Interest may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such Membership Interest shall be admitted to the Company as a substituted Substituted Member or additional Additional Member hereunder, unlessif: (i) such Transfer is made to any Person who lacks the provisions of Section 9.01 legal right, power or Section 9.02, as applicable, shall have been complied withcapacity to own such Membership Interest; (ii) in the case of a substituted or additional Member (other than a Permitted Transferee), the admission of the purchaser, assignee, transferee or other recipient as a substituted or additional Member shall have been approved by the Managing Member; (iii) the Managing Member shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing Member, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member shall have executed (and the Managing Member hereby agrees to execute) any other documents on behalf of itself and the Members required to effect the Transfer; (iv) the provisions of Section 9.03(b) shall have been complied with; (v) the Managing Member shall be reasonably satisfied that such Transfer will not (A) result in would cause a violation of the Securities Act or any other Applicable Law; (B) cause an assignment under the Investment Company Act; or (C) cause material risk that the Company to qualify as would be a “publicly traded partnership,” as that term is defined in Section 7704 of the Code; (viiii) such Transfer would not require the registration of such Transferred Membership Interest pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act); (iv) such Transfer would cause any portion of the assets of the Company to lose its status as a partnership for federal income tax purposes andbecome “plan assets” of any “benefit plan investor” within the meaning of regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, without limiting the generality Title 29 of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” Code of Federal Regulations as such terms are used in modified by Section 1.7704-1 3(42) of the Treasury RegulationsEmployee Retirement Income Security Act of 1974, and the transferring Member and the transferee shall each have provided a certificate as amended from time to that effect;time; or (viiv) to the extent requested by the Managing Member, the Managing Member shall not have received the opinion of counsel, if any, required by Section 9.03(c7.2(c) in connection with such Transfer; and (viii) all necessary instruments reflecting such Transfer and/or admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members. (b) Each substituted Substituted Member and additional Additional Member shall be bound by all of the provisions of this Agreement. Each substituted Substituted Member and additional Additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing Member, as the Managing Member reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted or additional Additional Member to be bound by all the terms and provisions of this Agreement with respect to the Membership Interest acquired by such substituted or additional Additional Member. The admission of a substituted Substituted or additional Additional Member shall not require the consent of any Member other than the Managing Member (if and to the extent such consent of the Managing Member is expressly required by this Article 9VII). As promptly as practicable after the admission of a substituted Substituted or additional Additional Member, the books and records of the Company and Exhibit Schedule A shall be changed to reflect such admission. (c) As a further condition to any Transfer of all or any part of a Member’s Membership Interest, other than Transfers pursuant to the Exchange Agreement, the Managing Member may, in its discretion, require a written opinion of counsel to the transferring Member reasonably satisfactory to the Managing Member, obtained at the sole expense of the transferring Member, reasonably satisfactory in form and substance to the Managing Member, as to such matters as are customary and appropriate in transactions of this type, including including, without limitation (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws. No such opinion, however, shall be required in connection with a Transfer made pursuant to the Exchange Agreement.

Recognition of Transfer; Substituted and Additional Members. (a) No Except for transfers made pursuant to Section 9.4, no direct or indirect Transfer of all or any portion of a Member’s Membership Interest may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such Membership Interest shall be admitted to the Company as a substituted or additional Additional Member hereunder, unless: (i) the provisions of Section 9.01 or Section 9.02this Article IX, as applicable, shall have been complied with; (ii) in the case of a substituted proposed Substituted or additional Additional Member that is (other than i) a Permitted Transferee)competitor or potential competitor of TEP, TEGP, the Company or their Subsidiaries, (ii) a Person with whom TEP, TEGP, the Company or their Subsidiaries has had or is expected to have a material commercial or financial relationship or (iii) likely to subject TEP, TEGP, the Company or their Subsidiaries to any material legal or regulatory requirement or obligation, or materially increase the burden thereof, in each case as determined by the Managing Member in its sole discretion, the admission of the purchaser, assignee, transferee or other recipient as a substituted Substituted or additional Additional Member shall have been approved by the Managing Member; (iii) the Managing Member shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing Member, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member shall have executed (and the Managing Member hereby agrees to execute) any other documents on behalf of itself and the Members required to effect the Transfer; (iv) the provisions of Section 9.03(b) shall have been complied with; (v) the Managing Member shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any other Applicable Lawapplicable law; or (B) cause an assignment under result in the Company being subject to the requirements of the Investment Company Act; or (C) cause the Company to qualify as a “publicly traded partnership,” as that term is defined in Section 7704 of the Code; (viv) such Transfer would not cause the Company to lose its status as a partnership for federal income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Section 1.7704-1 of the Treasury Regulations, and the transferring Member and the transferee shall each have provided a certificate to that effect; (viivi) the Managing Member shall have received the opinion of counsel, if any, required by Section 9.03(c9.2(c) in connection with such Transfer; and (viiivii) all necessary instruments reflecting such Transfer and/or admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members. (b) Each substituted Substituted Member and additional Additional Member shall be bound by all of the provisions of this Agreement. Each substituted Substituted Member and additional Additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing Member, as the Managing Member reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted Substituted or additional Additional Member to be bound by all the terms and provisions of this Agreement with respect to the Membership Interest acquired by such substituted or additional Additional Member. The admission of a substituted Substituted or additional Additional Member shall not require the consent of any Member other than the Managing Member (if and to the extent such consent of the Managing Member is expressly required by this Article 9IX). As promptly as practicable after the admission of a substituted Substituted or additional Additional Member, the books and records of the Company and Exhibit Schedule A shall be changed to reflect such admission. (c) As a further condition to any Transfer of all or any part of a Member’s Membership Interest, other than Transfers pursuant to Section 9.4, the Managing Member may, in its discretion, require a written opinion of counsel to the transferring Member reasonably satisfactory to the Managing Member, obtained at the sole expense of the transferring Member, reasonably satisfactory in form and substance to the Managing Member, as to such matters as are customary and appropriate in transactions of this type, including including, without limitation (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws. No such opinion, however, shall be required in connection with a Transfer made pursuant to the Exchange AgreementSection 9.4.

Recognition of Transfer; Substituted and Additional Members. (a) No direct or indirect Transfer of all or any portion of a Member’s Membership Interest Common Units may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such Membership Interest Common Units shall be admitted to the Company as a substituted or additional Additional Member hereunder, unless: (i) the provisions of Section 9.01 8.1 or in Section 9.028.2, as applicable, shall have been complied with; (ii) in the case of a proposed substituted or additional Additional Member that is (other than A) a Permitted Transferee)competitor or potential competitor of Carvana Co. or the Company or their respective Subsidiaries, (B) a Person with whom Carvana Co. or the Company or their respective Subsidiaries has had or is expected to have a material commercial or financial relationship or (C) likely to subject Carvana Co. or the Company or their respective Subsidiaries to any material legal or regulatory requirement or obligation, or materially increase the burden thereof, in each case as determined by the Manager in its sole discretion, the admission of the purchaser, assignee, transferee or other recipient as a substituted or additional Additional Member shall have been approved by the Managing MemberManager; (iii) the Managing Member Manager shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing MemberManager, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member Manager shall have executed (and the Managing Member Manager hereby agrees to execute) any other documents on behalf of itself and the Members required to effect the Transfer; (iv) the provisions of Section 9.03(b8.3(b) shall have been complied with; (v) the Managing Member Manager shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any other Applicable Lawapplicable law; or (B) cause an assignment under the Investment Company Act; or (C) cause the Company to qualify as a “publicly traded partnership,” as that term is defined in Section 7704 of the Code; (vi) such Transfer would not cause the Company to lose its status be treated as a partnership “publicly traded partnership” within the meaning of Section 7704 of the Code or any other association taxable as a corporation for federal income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Section Treas. Reg. § 1.7704-1 of the Treasury Regulations, and the transferring Member and the transferee shall each have provided a certificate to that effect1; (vii) the Managing Member Manager shall have received the opinion of counsel, if any, required by Section 9.03(c8.3(c) in connection with such Transfer; and (viii) all necessary instruments reflecting such Transfer and/or admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members. (b) Each substituted Substituted Member and additional Additional Member shall be bound by all of the provisions of this Agreement. Each substituted Substituted Member and additional Additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement and the Exchange Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing MemberManager, as the Managing Member Manager reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted or additional Additional Member to be bound by all the terms and provisions of this Agreement with respect to the Membership Interest Common Units acquired by such substituted or additional Additional Member. The admission of a substituted or additional Additional Member shall not require the consent of any Member other than (but shall require the Managing Member (consent of the Manager, if and to the extent such consent of the Managing Member Manager is expressly required by this Article 9VIII). As promptly as practicable after the admission of a substituted or additional Additional Member, the Unit Ownership Ledger and other books and records of the Company and Exhibit A shall be changed to reflect such admission. (c) As a further condition to any Transfer of all or any part of a Member’s Membership InterestCommon Units, the Managing Member Manager may, in its discretion, require a written opinion of counsel to the transferring Member reasonably satisfactory to the Managing MemberManager, obtained at the sole expense of the transferring Member, reasonably satisfactory in form and substance to the Managing MemberManager, as to such matters as are customary and appropriate in transactions of this type, including including, without limitation (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws. No such opinion, however, shall be required in connection with a Transfer made pursuant to the Exchange Agreement.

Recognition of Transfer; Substituted and Additional Members. (a) No direct or indirect Transfer of all or any portion of a Member’s Membership Interest Units may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such Membership Interest Units shall be admitted to the Company as a substituted Substituted Member or additional Additional Member hereunder, unless: (i) the provisions of Section 9.01 or Section 9.02, as applicable, 8.1 shall have been complied with; (ii) in the case of a substituted proposed Substituted Member or additional Additional Member that is (other than A) a Permitted Transferee)competitor or potential competitor of Vivid Seats or the Company or their respective Subsidiaries, (B) a Person with whom Vivid Seats or the Company or their respective Subsidiaries has had or is expected to have a material commercial or financial relationship or (C) likely to subject Vivid Seats or the Company or their respective Subsidiaries to any material legal or regulatory requirement or obligation, or materially increase the burden thereof, in each case as determined by the Board in its sole discretion, the admission of the purchaser, assignee, transferee or other recipient as a substituted Substituted Member or additional Additional Member shall have been approved by the Managing MemberBoard; (iii) the Managing Member Board shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing MemberBoard, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member Board shall have executed (and the Managing Member Board hereby agrees to execute) any other documents on behalf of itself and the Members required to effect the Transfer; (iv) the provisions of Section 9.03(b8.2(b) shall have been complied with; (v) the Managing Member Board shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any other Applicable Lawapplicable law; or (B) cause an assignment under the Investment Company Act; or (C) cause the Company to qualify as a “publicly traded partnership,” as that term is defined in Section 7704 of the Code; (vi) such Transfer would not cause the Company to lose its status be treated as a partnership “publicly traded partnership” within the meaning of Section 7704 of the Code or any other association taxable as a corporation for federal income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Section Treas. Reg. § 1.7704-1 of the Treasury Regulations, and the transferring Member and the transferee shall each have provided a certificate to that effect1; (vii) the Managing Member Board shall have received the opinion of counsel, if any, required by Section 9.03(c8.2(c) in connection with such Transfer; and (viii) all necessary instruments reflecting such Transfer and/or admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members. (b) Each substituted Substituted Member and additional Additional Member shall be bound by all of the provisions of this Agreement. Each substituted Substituted Member and additional Additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing MemberBoard, as the Managing Member Board reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted Substituted Member or additional Additional Member to be bound by all the terms and provisions of this Agreement with respect to the Membership Interest Units acquired by such substituted Substituted Member or additional Additional Member. The admission of a substituted Substituted Member or additional Additional Member shall not require the consent of any Member other than (but shall require the Managing Member (consent of the Board, if and to the extent such consent of the Managing Member Board is expressly required by this Article 9VIII). As promptly as practicable after the admission of a substituted Substituted Member or additional Additional Member, the Unit Ownership Ledger and other books and records of the Company and Exhibit A shall be changed to reflect such admission. (c) As a further condition to any Transfer of all or any part of a Member’s Membership InterestUnits, the Managing Member Board may, in its discretion, require a written opinion of counsel to the transferring Member reasonably satisfactory to the Managing MemberBoard, obtained at the sole expense of the transferring Member, reasonably satisfactory in form and substance to the Managing MemberBoard, as to such matters as are customary and appropriate in transactions of this type, including including, without limitation (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws. No such opinion, however, shall be required in connection with a Transfer made pursuant to the Exchange AgreementArticle IX.

Recognition of Transfer; Substituted and Additional Members. (a) No direct or indirect Transfer of all or any portion of a Member’s Membership Interest Common Units may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such Membership Interest Common Units shall be admitted to the Company as a substituted or additional Additional Member hereunder, unless: (i) the provisions of Section 9.01 8.1 or in Section 9.028.2, as applicable, shall have been complied with; (ii) in the case of a proposed substituted or additional Additional Member that is (other than A) a Permitted Transferee)competitor or potential competitor of Carvana Co. or the Company or their respective Subsidiaries, (B) a Person with whom Carvana Co. or the Company or their respective Subsidiaries has had or is expected to have a material commercial or financial relationship or (C) likely to subject Carvana Co. or the Company or their respective Subsidiaries to any material legal or regulatory requirement or obligation, or materially increase the burden thereof, in each case as determined by the Manager in its sole discretion, the admission of the purchaser, assignee, transferee or other recipient as a substituted or additional Additional Member shall have been approved by the Managing MemberManager; (iii) the Managing Member Manager shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing MemberManager, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member Manager shall have executed (and the Managing Member Manager hereby agrees to execute) any other documents on behalf of itself and the Members required to effect the Transfer; (iv) the provisions of Section 9.03(b8.3(b) shall have been complied with; (v) the Managing Member Manager shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any other Applicable Lawapplicable law; or (B) cause an assignment under the Investment Company Act; or (C) cause the Company to qualify as a “publicly traded partnership,” as that term is defined in Section 7704 of the Code; (vi) such Transfer would not cause the Company to lose its status be treated as a partnership “publicly traded partnership” within the meaning of Section 7704 of the Code or any other association taxable as a corporation for federal income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Section Treas. Reg. § 1.7704-1 of the Treasury Regulations, and the transferring Member and the transferee shall each have provided a certificate to that effect1; (vii) the Managing Member Manager shall have received the opinion of counsel, if any, required by Section 9.03(c8.3(c) in connection with such Transfer; and (viii) all necessary instruments reflecting such Transfer and/or admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members. (b) Each substituted Substituted Member and additional Additional Member shall be bound by all of the provisions of this Agreement. Each substituted Substituted Member and additional Additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement and the Exchange Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing MemberManager, as the Managing Member Manager reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted or additional Additional Member to be bound by all the terms and provisions of this Agreement with respect to the Membership Interest Common Units acquired by such substituted or additional Member. The admission of a substituted or additional Member shall not require the consent of any Member other than the Managing Member (if and to the extent such consent of the Managing Member is expressly required by this Article 9). As promptly as practicable after the admission of a substituted or additional Member, the books and records of the Company and Exhibit A shall be changed to reflect such admission. (c) As a further condition to any Transfer of all or any part of a Member’s Membership Interest, the Managing Member may, in its discretion, require a written opinion of counsel to the transferring Member reasonably satisfactory to the Managing Member, obtained at the sole expense of the transferring Member, reasonably satisfactory in form and substance to the Managing Member, as to such matters as are customary and appropriate in transactions of this type, including (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws. No such opinion, however, shall be required in connection with a Transfer made pursuant to the Exchange Agreement.

Recognition of Transfer; Substituted and Additional Members. (a) No Except for transfers made pursuant to the Exchange Agreement, no direct or indirect Transfer of all or any portion of a Member’s Membership Interest may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such Membership Interest shall be admitted to the Company as a substituted or additional Additional Member hereunder, unless: (i) the provisions of Section 9.01 or Section 9.02this Article IX, as applicable, shall have been complied with; (ii) in the case of a substituted proposed Substituted or additional Additional Member that is (other than i) a Permitted Transferee)competitor or potential competitor of JEI, the Company or their Subsidiaries, (ii) a Person with whom the JEI, the Company or their Subsidiaries has had or is expected to have a material commercial or financial relationship or (iii) likely to subject JEI, the Company or their Subsidiaries to any material legal or regulatory requirement or obligation, or materially increase the burden thereof, in each case as determined by the Managing Member in its sole discretion, the admission of the purchaser, assignee, transferee or other recipient as a substituted Substituted or additional Additional Member shall have been approved by the Managing Member; (iii) the Managing Member shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing Member, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member shall have executed (and the Managing Member hereby agrees to execute) any other documents on behalf of itself and the Members required to effect the Transfer; (iv) the provisions of Section 9.03(b) shall have been complied with; (v) the Managing Member shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any other Applicable Lawapplicable law; or (B) cause an assignment under the Investment Company Act; or (C) cause the Company to qualify as a “publicly traded partnership,” as that term is defined in Section 7704 of the Code; (viv) such Transfer would not cause the Company to lose its status as a partnership for federal income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Regulations Section 1.7704-1 of the Treasury Regulations, and the transferring Member and the transferee shall each have provided a certificate to that effect1; (viivi) the Managing Member shall have received the opinion of counsel, if any, required by Section 9.03(c9.2(c) in connection with such Transfer; and (viiivii) all necessary instruments reflecting such Transfer and/or admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members. (b) Each substituted Substituted Member and additional Additional Member shall be bound by all of the provisions of this Agreement. Each substituted Substituted Member and additional Additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing Member, as the Managing Member reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted or additional Additional Member to be bound by all the terms and provisions of this Agreement with respect to the Membership Interest acquired by such substituted or additional Additional Member. The admission of a substituted Substituted or additional Additional Member shall not require the consent of any Member other than the Managing Member (if and to the extent such consent of the Managing Member is expressly required by this Article 9IX). As promptly as practicable after the admission of a substituted Substituted or additional Additional Member, the books and records of the Company and Exhibit Schedule A shall be changed to reflect such admission. (c) As a further condition to any Transfer of all or any part of a Member’s Membership Interest, other than Transfers pursuant to the Exchange Agreement, the Managing Member may, in its discretion, require a written opinion of counsel to the transferring Member reasonably satisfactory to the Managing Member, obtained at the sole expense of the transferring Member, reasonably satisfactory in form and substance to the Managing Member, as to such matters as are customary and appropriate in transactions of this type, including including, without limitation (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws. No such opinion, however, shall be required in connection with a Transfer made pursuant to the Exchange Agreement.

Recognition of Transfer; Substituted and Additional Members. (a) No direct or indirect Transfer of all or any portion of a Member’s Membership Interest Common Units may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such Membership Interest Common Units shall be admitted to the Company as a substituted or additional Member hereunder, unless: (i) the provisions of Section 9.01 or Section 9.02, as applicable, shall have been complied with; (ii) in the case of a proposed substituted or additional Member (other than a Permitted Transferee)Transferee described in clauses (i) through (v) of the definition thereof) that is (i) a competitor or potential competitor of OTG EXP or the Company or their Subsidiaries, (ii) a Person with whom OTG EXP or the Company or their Subsidiaries has had or is expected to have a material commercial or financial relationship or (iii) likely to subject OTG EXP or the Company or their Subsidiaries to any material legal or regulatory requirement or obligation, or materially increase the burden thereof, in each case as determined by the Managing Member in its sole discretion, the admission of the purchaser, assignee, transferee or other recipient as a substituted or additional Member shall have been approved by the Managing Member; (iii) the Managing Member shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing Member, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member shall have executed (and the Managing Member hereby agrees to execute) any other documents on behalf of itself and the Members required to effect the Transfer; (iv) the provisions of Section 9.03(b) shall have been complied with; (v) the Managing Member shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any other Applicable Law; or (B) cause an assignment under the Investment Company Act; or (C) cause the Company to qualify as a “publicly traded partnership,” as that term is defined in Section 7704 of the Code; (vi) such Transfer would not cause the Company to lose its status be treated as a partnership “publicly traded partnership” within the meaning of Section 7704 of the Code or any other association taxable as a corporation for federal income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Section Treas. Reg. § 1.7704-1 of the Treasury Regulations, and the transferring Member and the transferee shall each have provided a certificate to that effect1; (vii) the Managing Member shall have received the opinion of counsel, if any, required by Section 9.03(c) in connection with such Transfer; and (viii) all necessary instruments reflecting such Transfer and/or admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members. (b) Each substituted Member and additional Member shall be bound by all of the provisions of this Operating Agreement. Each substituted Member and additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Operating Agreement and the Exchange Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing Member, as the Managing Member reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted or additional Member to be bound by all the terms and provisions of this Operating Agreement with respect to the Membership Interest Common Units acquired by such substituted or additional Member. The admission of a substituted or additional Member shall not require the consent of any Member other than the Managing Member (if and to the extent such consent of the Managing Member is expressly required by this Article 9). As promptly as practicable after the admission of a substituted or additional Member, the books and records of the Company and Exhibit A shall be changed to reflect such admission. (c) As a further condition to any Transfer of all or any part of a Member’s Membership InterestCommon Units, the Managing Member may, in its discretion, require a written opinion of counsel to the transferring Member reasonably satisfactory to the Managing Member, obtained at the sole expense of the transferring Member, reasonably satisfactory in form and substance to the Managing Member, as to such matters as are customary and appropriate in transactions of this type, including including, without limitation (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws. No such opinion, however, shall be required in connection with a Transfer made pursuant to the Exchange Agreement.

Recognition of Transfer; Substituted and Additional Members. (a) No direct or indirect Transfer of all or any portion of a Member’s Membership Interest may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such Membership Interest shall be admitted to the Company as a substituted or additional Member hereunder, unless: (i) the provisions of Section 9.01 or Section 9.02, as applicable, shall have been complied with; (ii) in the case of a substituted or additional Member (other than a Permitted Transferee), the admission of the purchaser, assignee, transferee or other recipient as a substituted or additional Member shall have been approved by the Managing Member (it being understood and agreed that no such approval shall be required or necessary for a Permitted Transferee to be admitted as an additional or substituted Member unless such Permitted Transferee is proposed to be a substituted Member for a Principal Member); (iii) the Managing Member shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing Member, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member shall have executed (and the Managing Member hereby agrees to execute) any other documents on behalf of itself and the Members required to effect the Transfer; (iv) the provisions of Section 9.03(b) shall have been complied with; (v) the Managing Member shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any other Applicable Law; or (B) cause an assignment under the Investment Company Act; or (C) cause the Company to qualify as a “publicly traded partnership,” as that term is defined in Section 7704 of the Code; (vi) such Transfer would not cause the Company to lose its status as a partnership for federal income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Section 1.7704-1 of the Treasury Regulations, and the transferring Member and the transferee shall each have provided a certificate to that effect; (vii) the Managing Member shall have received the opinion of counsel, if any, required by Section 9.03(c) in connection with such Transfer; and (viii) all necessary instruments reflecting such Transfer and/or admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members. (b) Each substituted Member and additional Member shall be bound by all of the provisions of this Agreement. Each substituted Member and additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing Member, as the Managing Member reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted or additional Member to be bound by all the terms and provisions of this Agreement with respect to the Membership Interest acquired by such substituted or additional Member. The admission of a substituted or additional Member shall not require the consent of any Member other than the Managing Member (if and to the extent such consent of the Managing Member is expressly required by this Article 9). As promptly as practicable after the admission of a substituted or additional Member, the books and records of the Company and Exhibit A shall be changed to reflect such admission. (c) As a further condition to any Transfer of all or any part of a Member’s Membership Interest, the Managing Member may, in its discretion, require a written opinion of counsel to the transferring Member reasonably satisfactory to the Managing Member, obtained at the sole expense of the transferring Member, reasonably satisfactory in form and substance to the Managing Member, as to such matters as are customary and appropriate in transactions of this type, including including, without limitation (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws. No such opinion, however, shall be required in connection with a Transfer made pursuant to the Exchange Agreement.

Recognition of Transfer; Substituted and Additional Members. (a) No direct or indirect Transfer of all or any portion of a Member’s Membership Interest may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such Membership Interest shall be admitted to the Company as a substituted Substituted Member or additional Additional Member hereunder, unlessif: (i) such Transfer is made to any Person who lacks the provisions of Section 9.01 legal right, power or Section 9.02, as applicable, shall have been complied withcapacity to own such Membership Interest; (ii) such Transfer (together with prior Transfers) would pose a material risk that the Company would be a “publicly traded partnership” as defined in the case of a substituted or additional Member (other than a Permitted Transferee), the admission of the purchaser, assignee, transferee or other recipient as a substituted or additional Member shall have been approved by the Managing MemberCode Section 7704; (iii) such Transfer would require the Managing Member shall have been furnished with registration of such Transferred Membership Interest pursuant to any applicable United States federal or state securities laws (including, without limitation, the documents effecting such Transfer, in form and substance reasonably satisfactory to Securities Act or the Managing Member, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member shall have executed (and the Managing Member hereby agrees to execute) any other documents on behalf of itself and the Members required to effect the TransferExchange Act); (iv) such Transfer would cause any portion of the provisions assets of the Company to become “plan assets” of any “benefit plan investor” within the meaning of regulations issued by the U.S. Department of Labor at Section 9.03(b2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations as modified by Section 3(42) shall have been complied with;of the Employee Retirement Income Security Act of 1974, as amended from time to time; or (v) to the extent requested by the Managing Member, the Managing Member shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any other Applicable Law; (B) cause an assignment under the Investment Company Act; or (C) cause the Company to qualify as a “publicly traded partnership,” as that term is defined in Section 7704 of the Code; (vi) such Transfer would not cause the Company to lose its status as a partnership for federal income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Section 1.7704-1 of the Treasury Regulations, and the transferring Member and the transferee shall each have provided a certificate to that effect; (vii) the Managing Member shall have received the opinion of counsel, if any, required by Section 9.03(c7.2(c) in connection with such Transfer; and (viii) all necessary instruments reflecting such Transfer and/or admission shall have been filed . In addition, notwithstanding any contrary provision in each jurisdiction in which such filing is necessary in order this Agreement, to qualify the extent the Managing Member determines that the Company (or Common Units or other interests in the Company) do not (or are not reasonably expected to) meet the requirements of Regulation Section 1.7704-1(h), the Managing Member may impose such restrictions on the Transfer of Common Units or other interests in the Company as the Managing Member may determine to conduct business be necessary or advisable to preserve avoid any material risk that the limited liability of the MembersCompany could be treated as a publicly traded partnership under Code Section 7704. (b) Each substituted Substituted Member and additional Additional Member shall be bound by all of the provisions of this Agreement. Each substituted Substituted Member and additional Additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing Member, as the Managing Member reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted Substituted Member or additional Additional Member to be bound by all the terms and provisions of this Agreement with respect to the Membership Interest acquired by such substituted Substituted Member or additional Additional Member. The admission of a substituted Substituted Member or additional Additional Member shall not require the consent of any Member other than the Managing Member (if and to the extent such consent of the Managing Member is expressly required by this Article 9VIII). As promptly as practicable after the admission of a substituted Substituted Member or additional Additional Member, the books and records of the Company and Exhibit A the Schedule of Members shall be changed revised to reflect such admission. (c) As a further condition to any Transfer of all or any part of a Member’s Membership Interest, other than Transfers pursuant to Article VIII, the Managing Member may, in its discretion, require a written opinion of counsel to the transferring Member (which counsel is reasonably satisfactory to the Managing Member), which opinion shall be obtained at the sole expense of the transferring Member, Member and shall be reasonably satisfactory in form and substance to the Managing Member, as to such matters as are customary and appropriate in transactions of this type, including including, without limitation (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws. No such opinion, however, shall be required in connection with a Transfer made pursuant to the Exchange AgreementArticle VIII.

Recognition of Transfer; Substituted and Additional Members. (a) No direct or indirect Transfer of all or any portion of a Member’s Membership Interest Units may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such Membership Interest Units shall be admitted to the Company as a substituted or additional Additional Member hereunder, unless: (i) the provisions of Section 9.01 or Section 9.02, as applicable, 8.1 shall have been complied with; (ii) in the case of a proposed substituted or additional Additional Member that is (other than A) a Permitted Transferee)competitor or potential competitor of the Corporation or the Company or their respective Subsidiaries, (B) a Person with whom the Corporation or the Company or their respective Subsidiaries has had or is expected to have a material commercial or financial relationship or (C) likely to subject the Corporation or the Company or their respective Subsidiaries to any material legal or regulatory requirement or obligation, or materially increase the burden thereof, in each case as determined by the Managing Member in its sole discretion, the admission of the purchaser, assignee, transferee or other recipient as a substituted or additional Additional Member shall have been approved by the Managing Member; (iii) the Managing Member shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing Member, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member shall have executed (and the Managing Member hereby agrees to execute) any other documents on behalf of itself and the Members required to effect the Transfer; (iv) the provisions of Section 9.03(b8.2(b) shall have been complied with; (v) the Managing Member shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any other Applicable Lawapplicable law; or (B) cause an assignment under the Investment Company Act; or (C) cause the Company to qualify as a “publicly traded partnership,” as that term is defined in Section 7704 of the Code; (vi) such Transfer would (A) not cause create a material risk that the Company to lose its status will be treated as a partnership “publicly traded partnership” within the meaning of Section 7704 of the Code or any other association taxable as a corporation for federal income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Treas. Reg. § 1.7704-1 and (B) not otherwise result in the Company having more than 100 partners, within the meaning of Treasury Regulations Section 1.7704-1 1(h) (determined taking into account the rules of the Treasury Regulations, and the transferring Member and the transferee shall each have provided a certificate to that effectRegulations Section 1.7704-1(h)(3)); (vii) the Managing Member shall have received the opinion of counsel, if any, required by Section 9.03(c8.2(c) in connection with such Transfer; and (viii) all necessary instruments reflecting such Transfer and/or admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members. (b) Each substituted Substituted Member and additional Additional Member shall be bound by all of the provisions of this Agreement. Each substituted Substituted Member and additional Additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement and the 2021 Exchange Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing Member, as the Managing Member reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted or additional Additional Member to be bound by all the terms and provisions of this Agreement with respect to the Membership Interest Units acquired by such substituted or additional Additional Member. The admission of a substituted or additional Additional Member shall not require the consent of any Member other than (but shall require the consent of the Managing Member (Member, if and to the extent such consent of the Managing Member is expressly required by this Article 9VIII). As promptly as practicable after the admission of a substituted or additional Additional Member, the Unit Ownership Ledger and other books and records of the Company and Exhibit A shall be changed to reflect such admission. (c) As a further condition to any Transfer of all or any part of a Member’s Membership InterestUnits, the Managing Member may, in its discretion, require a written opinion of counsel to the transferring Member reasonably satisfactory to the Managing Member, obtained at the sole expense of the transferring Member, reasonably satisfactory in form and substance to the Managing Member, as to such matters as are customary and appropriate in transactions of this type, including including, without limitation (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws. No such opinion, however, shall be required in connection with a Transfer made pursuant to the 2021 Exchange Agreement. (d) The transferor, unless otherwise reasonably determined by the Managing Member, shall deliver to the Company an affidavit of non-foreign status with respect to such transferor that satisfies the requirements of Section 1446(f)(2) of the Code or other documentation establishing a valid exemption from withholding pursuant to Section 1446(f) of the Code or shall ensure that, contemporaneously with the Transfer, the transferee of such interest properly withholds and remits to the IRS the amount of tax required to be withheld upon the Transfer by Section 1446(f) of the Code (and promptly provide evidence to the Company of such withholding and remittance). The transferor and transferee of such interest shall agree to jointly and severally indemnify and hold harmless the Corporation, the Company and any Subsidiary of the Company against any loss (including taxes, interest, penalties, and any related expenses) arising out of any failure to comply with the provisions of this Section 8.2(d).

Recognition of Transfer; Substituted and Additional Members. (a) No direct or indirect Transfer of all or any portion of a Member’s Membership Interest Units may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such Membership Interest Units shall be admitted to the Company as a substituted Substituted Member or additional Additional Member hereunderunder this Agreement, unless: (i) the provisions of Section 9.01 or Section 9.02, as applicable, 8.1 shall have been complied with; (ii) in the case of a substituted proposed Substituted Member or additional Additional Member that is (other than A) a Permitted Transferee)competitor or potential competitor of PubCo or the Company or their respective Subsidiaries, (B) a Person with whom PubCo or the Company or their respective Subsidiaries has had or is expected to have a material commercial or financial relationship or (C) likely to subject PubCo or the Company or their respective Subsidiaries to any material legal or regulatory requirement or obligation, or materially increase the burden thereof, in each case as determined by the Managing Member in its sole discretion, the admission of the purchaser, assignee, transferee or other recipient as a substituted Substituted Member or additional Additional Member shall have been approved by the Managing Member; (iii) the Managing Member shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing Member, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member shall have executed (and the Managing Member hereby agrees to execute) any other documents on behalf of itself and the Members required to effect the Transfer; (iv) the provisions of Section 9.03(b8.2(b) shall have been complied with; (v) the Managing Member shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any other Applicable Lawapplicable law; or (B) cause an assignment under the Investment Company Act; or (C) cause the Company to qualify as a “publicly traded partnership,” as that term is defined in Section 7704 of the Code; (vi) such Transfer would not be reasonably expected to cause the Company to lose its status be treated as a partnership “publicly traded partnership” within the meaning of Section 7704 of the Code or any other association taxable as a corporation for federal income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Section Treas. Reg. § 1.7704-1 of the Treasury Regulations, and the transferring Member and the transferee shall each have provided a certificate to that effect1; (vii) the Managing Member shall have received the opinion of counsel, if any, required by Section 9.03(c8.2(c) in connection with such Transfer; and (viii) all necessary instruments reflecting such Transfer and/or or admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members. (b) Each substituted Substituted Member and additional Additional Member shall be bound by all of the provisions of this Agreement. Each substituted Substituted Member and additional Additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing Member, as the Managing Member reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted Substituted Member or additional Additional Member to be bound by all the terms and provisions of this Agreement with respect to the Membership Interest Units acquired by such substituted Substituted Member or additional Additional Member. The admission of a substituted Substituted Member or additional Additional Member shall not require the consent of any Member other than (but shall require the consent of the Managing Member (Member, if and to the extent such consent of the Managing Member is expressly required by this Article 9VIII). As promptly as practicable after the admission of a substituted Substituted Member or additional Additional Member, the Unit Ownership Ledger and other books and records of the Company and Exhibit A shall be changed to reflect such admission. (c) As a further condition to any Transfer of all or any part of a Member’s Membership InterestUnits, the Managing Member may, in its discretion, require a written opinion of counsel to the transferring Member (such counsel reasonably satisfactory to the Managing Member), obtained at the sole expense of the transferring Member, reasonably satisfactory in form and substance to the Managing Member, as to such matters as are customary and appropriate in transactions of this type, including including, without limitation (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws. No such opinion, however, shall be required in connection with a Transfer made pursuant to the Exchange AgreementArticle IX.

Recognition of Transfer; Substituted and Additional Members. (a) No direct or indirect Transfer of all or any portion of a Member’s Membership Interest Units may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such Membership Interest Units shall be admitted to the Company as a substituted or additional Additional Member hereunder, unless: (i) the provisions of Section 9.01 or Section 9.02, as applicable, 8.1 shall have been complied with; (ii) in the case of a proposed substituted or additional Additional Member that is (other than A) a Permitted Transferee)competitor or potential competitor of Allvue or the Company or their respective Subsidiaries, (B) a Person with whom Allvue or the Company or their respective Subsidiaries has had or is expected to have a material commercial or financial relationship or (C) likely to subject Allvue or the Company or their respective Subsidiaries to any material legal or regulatory requirement or obligation, or materially increase the burden thereof, in each case as determined by the Manager in its sole discretion, the admission of the purchaser, assignee, transferee or other recipient as a substituted or additional Additional Member shall have been approved by the Managing MemberManager; (iii) the Managing Member Manager shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing MemberManager, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member Manager shall have executed (and the Managing Member Manager hereby agrees to execute) any other documents on behalf of itself and the Members required to effect the Transfer; (iv) the provisions of Section 9.03(b8.2(b) shall have been complied with; (v) the Managing Member Manager shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any other Applicable Lawapplicable law; or (B) cause an assignment under the Investment Company Act; or (C) cause the Company to qualify as a “publicly traded partnership,” as that term is defined in Section 7704 of the Code; (vi) such Transfer would not cause create a material risk that the Company to lose its status will be treated as a partnership “publicly traded partnership” within the meaning of Section 7704 of the Code or any other association taxable as a corporation for federal income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Section Treas. Reg. § 1.7704-1 of the Treasury Regulations, and the transferring Member and the transferee shall each have provided a certificate to that effect1; (vii) the Managing Member Manager shall have received the opinion of counsel, if any, required by Section 9.03(c8.2(c) in connection with such Transfer; and (viii) all necessary instruments reflecting such Transfer and/or admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members. (b) Each substituted Substituted Member and additional Additional Member shall be bound by all of the provisions of this Agreement. Each substituted Substituted Member and additional Additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement and the Exchange Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing MemberManager, as the Managing Member Manager reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted or additional Additional Member to be bound by all the terms and provisions of this Agreement with respect to the Membership Interest Units acquired by such substituted or additional Additional Member. The admission of a substituted or additional Additional Member shall not require the consent of any Member other than (but shall require the Managing Member (consent of the Manager, if and to the extent such consent of the Managing Member Manager is expressly required by this Article 9VIII). As promptly as practicable after the admission of a substituted or additional Additional Member, the Unit Ownership Ledger and other books and records of the Company and Exhibit A shall be changed to reflect such admission. (c) As a further condition to any Transfer of all or any part of a Member’s Membership InterestUnits, the Managing Member Manager may, in its discretion, require a written opinion of counsel to the transferring Member reasonably satisfactory to the Managing MemberManager, obtained at the sole expense of the transferring Member, reasonably satisfactory in form and substance to the Managing MemberManager, as to such matters as are customary and appropriate in transactions of this type, including including, without limitation (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws. No such opinion, however, shall be required in connection with a Transfer made pursuant to the Exchange Agreement. (d) The transferor, unless otherwise reasonably determined by the Manager, shall deliver to the Company an affidavit of non-foreign status with respect to such transferor that satisfies the requirements of Section 1446(f)(2) of the Code or other documentation establishing a valid exemption from withholding pursuant to Section 1446(f) of the Code or shall ensure that, contemporaneously with the Transfer, the transferee of such interest properly withholds and remits to the IRS the amount of tax required to be withheld upon the Transfer by Section 1446(f) of the Code (and promptly provide evidence to the Company of such withholding and remittance). The transferor and transferee of such interest shall agree to jointly and severally indemnify and hold harmless Allvue, the Company and any Subsidiary of the Company against any loss (including taxes, interest, penalties, and any related expenses) arising out of any failure to comply with the provisions of this Section 8.2(d).

Recognition of Transfer; Substituted and Additional Members. (a) No direct or indirect Transfer of all or any portion of a Member’s Membership Interest may be made, and no purchaser, assignee, transferee or other recipient of all or any part of such Membership Interest shall be admitted to the Company as a substituted or additional Member hereunder, unless: (i) the provisions of Section 9.01 or Section 9.02, as applicable, shall have been complied with; (ii) in the case of a substituted or additional Member (other than a Permitted Transferee), the admission of the purchaser, assignee, transferee or other recipient as a substituted or additional Member shall have been approved by the Managing Member; (iii) the Managing Member shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the Managing Member, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee, transferee or other recipient, and the Managing Member shall have executed (and the Managing Member hereby agrees to execute) any other documents on behalf of itself and the Members required to effect the Transfer; (iv) the provisions of Section 9.03(b) shall have been complied with; (v) the Managing Member shall be reasonably satisfied that such Transfer will not (A) result in a violation of the Securities Act or any other Applicable Law; (B) cause an assignment under the Investment Company Act; (C) cause the Company to be required to be registered as an investment company under the Investment Company Act; or (CD) cause the Company to qualify as a “publicly traded partnership,” as that term is defined in Section 7704 of the Code; (vi) such Transfer would not cause the Company to lose its status as a partnership for federal income tax purposes and, without limiting the generality of the foregoing, such Transfer shall not be effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Section 1.7704-1 of the Treasury Regulations, and the transferring Member and the transferee shall each have provided a certificate to that effect; (vii) the Managing Member shall have received the opinion of counsel, if any, required by Section 9.03(c) in connection with such Transfer; and (viii) all necessary instruments reflecting such Transfer and/or admission shall have been filed in each jurisdiction in which such filing is necessary in order to qualify the Company to conduct business or to preserve the limited liability of the Members. (b) Each substituted Member and additional Member shall be bound by all of the provisions of this Agreement. Each substituted Member and additional Member, as a condition to its admission as a Member, shall execute and acknowledge such instruments (including a counterpart of this Agreement or a joinder agreement in customary form), in form and substance reasonably satisfactory to the Managing Member, as the Managing Member reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of such substituted or additional Member to be bound by all the terms and provisions of this Agreement with respect to the Membership Interest acquired by such substituted or additional Member. The admission of a substituted or additional Member shall not require the consent of any Member other than the Managing Member (if and to the extent such consent of the Managing Member is expressly required by this Article 9). As promptly as practicable after the admission of a substituted or additional Member, the books and records of the Company and Exhibit A shall be changed to reflect such admission. (c) As a further condition to any Transfer of all or any part of a Member’s Membership Interest, the Managing Member may, in its discretion, require a written opinion of counsel to the transferring Member reasonably satisfactory to the Managing Member, obtained at the sole expense of the transferring Member, reasonably satisfactory in form and substance to the Managing Member, as to such matters as are customary and appropriate in transactions of this type, including (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws. No such opinion, however, shall laws or result in the Company being required to be required in connection with a Transfer made pursuant to registered as an investment company under the Exchange AgreementInvestment Company Act.