Common use of Representations Regarding Transfers; Legend Clause in Contracts

Representations Regarding Transfers; Legend. (a) Each Member hereby covenants and agrees with the Company for the benefit of the Company and all Members, that (i) it is not currently making a market in Membership Interests or any portion thereof and will not in the future make a market in Membership Interests or any portion thereof, (ii) it will not Transfer its Membership Interest or any portion thereof on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section 7704(b) (and any Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Company interests and which are commonly referred to as "matching services" as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof through a matching service that is not approved in advance by the Company. Each Member further agrees that it will not Transfer any Membership Interest or any portion thereof to any Person unless such Person agrees to be bound by this Section 19.11(a) and to Transfer such Membership Interest or any portion thereof only to Persons who agree to be similarly bound. (b) Each Member hereby represents and warrants to the Company and the Members that such Member's acquisition of Membership Interest hereunder is made as principal for such Member's own account and not for resale or distribution of such Membership Interest or any portion thereof. Each Member further hereby agrees that the following legends may be placed upon any counterpart of this Agreement and shall be placed on any document or instrument evidencing Membership Interests or any portion thereof: "The Membership Interest or any portion thereof represented by this document has not been registered under any securities laws and the transferability of such Membership Interest or any portion thereof is restricted. Such Membership Interest or any portion thereof may not be sold, assigned, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as having acquired any such Membership Interest or any portion thereof by the issuer for any purposes, unless (1) a registration statement under the Securities Act of 1933, as amended, with respect to such Membership Interest or any portion thereof shall then be in effect and such transfer has been qualified under all applicable state securities laws, or (2) the availability of an exemption from such registration and qualification shall be established to the satisfaction of counsel to the Company." "The Membership Interest or any portion thereof represented by this document are subject to further restriction as to their sale, transfer, hypothecation, or assignment as set forth in the Limited Liability Company Agreement between Northern Telecom Inc. and Willxxxx Xxxmunications Group, Inc., dated as of April 1, 1997, and agreed to by each Member. Said restriction provides, among other things, that no Membership Interest or any portion thereof may be transferred without first offering such Membership Interest or any portion thereof to the other Members, and that no Membership Interest or any portion thereof may be transferred except in accordance with the terms of said agreement."

Representations Regarding Transfers; Legend. (a) Each Member hereby covenants and agrees with the Company for the benefit of the Company and all Members, that (i) it is not currently making a market in Membership Interests or any portion thereof Units and will not in the future make a market in Membership Interests or any portion thereofUnits, (ii) it will not Transfer its Membership Interest or any portion thereof Units on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Company interests and which are commonly referred to as "“matching services" ” as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Units through a matching service that is not approved in advance by the Company. Each Member further agrees that it will not Transfer any Membership Interest or any portion thereof Units to any Person unless such Person agrees to be bound by this Section 19.11(a10.7(a) and to Transfer such Membership Interest or any portion thereof Units only to Persons who agree to be similarly bound. (b) Each Member hereby represents and warrants to the Company and the Members that such Member's ’s acquisition of Membership Interest Units hereunder is made as principal for such Member's ’s own account and not for resale or distribution of such Membership Interest or any portion thereofUnits. Each Member further hereby agrees that the following legends legend may be placed upon any counterpart of this Agreement and shall be placed on Agreement, the certificate, or any other document or instrument evidencing Membership Interests or any portion thereofownership of Units: "The Membership Interest or any portion thereof represented by this document has not been registered under any securities laws and the transferability of such Membership Interest or any portion thereof is restricted. Such Membership Interest or any portion thereof may not be sold, assigned, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as having acquired any such Membership Interest or any portion thereof A Public Company Legend approved by the issuer for any purposes, unless (1) a registration statement under the Securities Act of 1933, as amended, with respect to such Membership Interest or any portion thereof shall then be in effect Board; and such transfer has been qualified under all applicable state securities laws, or (2) the availability of an exemption from such registration and qualification shall be established to the satisfaction of counsel to the Company." "The Membership Interest or any portion thereof Units represented by this document are subject to further restriction as to their sale, transfer, hypothecation, or assignment as set forth in the Limited Liability Company Member Control Agreement between Northern Telecom Inc. and Willxxxx Xxxmunications Group, Inc., dated as of April 1, 1997, and agreed to by each Member. Said restriction provides, among other things, that no Membership Interest vendee, transferee, assignee, or any portion thereof endorsee of a Member shall have the right to become a Member without the consent of the Company’s Board of Governors which consent may be transferred without first offering such Membership Interest given or any portion thereof to withheld in the other Members, sole and that no Membership Interest or any portion thereof may be transferred except in accordance with absolute discretion of the terms Board of said agreementGovernors."

Representations Regarding Transfers; Legend. (a) Each Member hereby covenants and agrees with the Company for the benefit of the Company and all Members, that (i) it is not currently making a market in Membership Interests or any portion thereof Units and will not in the future make a market in Membership Interests or any portion thereofUnits, (ii) it will not Transfer its Membership Interest or any portion thereof Units on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Company interests and which are commonly referred to as "“matching services" ” as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Units through a matching service that is not approved in advance by the Company. Each Member further agrees that it will not Transfer any Membership Interest or any portion thereof Units to any Person unless such Person agrees to be bound by this Section 19.11(a10.8(a) and to Transfer such Membership Interest or any portion thereof Units only to Persons who agree to be similarly bound. (b) Each Member hereby represents and warrants to the Company and the Members that such Member's ’s acquisition of Membership Interest Units hereunder is made as principal for such Member's ’s own account and not for resale or distribution of such Membership Interest or any portion thereofUnits. Each Member further hereby agrees that the following Board may placed the appropriate legends may be placed under applicable federal and state securities laws or this Agreement upon any counterpart of this Agreement and shall be placed on Agreement, the Certificate, or any other document or instrument evidencing Membership Interests ownership of Units or any portion thereofmembership in this Company, including the following legend: "The Membership Interest or any portion thereof represented by this document has not been registered under any securities laws and the transferability of such Membership Interest or any portion thereof is restricted. Such Membership Interest or any portion thereof may not be sold, assigned, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as having acquired any such Membership Interest or any portion thereof by the issuer for any purposes, unless (1) a registration statement under the Securities Act of 1933, as amended, with respect to such Membership Interest or any portion thereof shall then be in effect and such transfer has been qualified under all applicable state securities laws, or (2) the availability of an exemption from such registration and qualification shall be established to the satisfaction of counsel to the Company." "The Membership Interest or any portion thereof Units represented by this document are subject to further restriction as to their sale, transfer, hypothecation, or assignment as set forth in the Limited Liability Company Second Amended and Restated Operating Agreement between Northern Telecom Inc. and Willxxxx Xxxmunications Group, Inc., dated as of April 1, 1997, and agreed to by each Member. Said restriction provides, among other things, that no Membership Interest or any portion thereof Units may be transferred without first offering such Membership Interest or any portion thereof to obtaining the other Membersapproval of the Board of Managers, and that no Membership Interest vendee, transferee, assignee, or any portion thereof endorsee of a Member shall have the right to become a substituted Member without the consent of the Company’s Board of Managers, which consent may be transferred except given or withheld in accordance with the terms sole and absolute discretion of said agreementthe Board of Managers."

Representations Regarding Transfers; Legend. (a) Each Member hereby covenants and agrees with the Company for the benefit of the Company and all Members, that (i) it is not currently making a market in Membership Interests or any portion thereof Units and will not in the future make a market in Membership Interests or any portion thereofUnits, (ii) it will not Transfer its Membership Interest or any portion thereof Units on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Company interests and which are commonly referred to as "“matching services" ” as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Units through a matching service that is not approved in advance by the Company. Each Member further agrees that it will not Transfer any Membership Interest or any portion thereof Units to any Person unless such Person agrees to be bound by this Section 19.11(a10.7(a) and to Transfer such Membership Interest or any portion thereof Units only to Persons who agree to be similarly bound. (b) Each Member hereby represents and warrants to the Company and the Members that such Member's ’s acquisition of Membership Interest Units hereunder is made as principal for such Member's ’s own account and not for resale or distribution of such Membership Interest or any portion thereofUnits. Each Member further hereby agrees that the following legends legend may be placed upon any counterpart of this Agreement and shall be placed on Agreement, the certificate, or any other document or instrument evidencing Membership Interests or any portion thereofownership of Units: "The Membership Interest or any portion thereof represented by this document has not been registered under any securities laws and the transferability of such Membership Interest or any portion thereof is restricted. Such Membership Interest or any portion thereof may not be sold, assigned, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as having acquired any such Membership Interest or any portion thereof Any Legend approved by the issuer for any purposes, unless (1) a registration statement under the Securities Act Board upon advice of 1933, as amended, with respect to such Membership Interest or any portion thereof shall then be in effect counsel; and such transfer has been qualified under all applicable state securities laws, or (2) the availability of an exemption from such registration and qualification shall be established to the satisfaction of counsel to the Company." "The Membership Interest or any portion thereof Units represented by this document are subject to further restriction as to their sale, transfer, hypothecation, or assignment as set forth in the Limited Liability Company Operating Agreement between Northern Telecom Inc. and Willxxxx Xxxmunications Group, Inc., dated as of April 1, 1997, and agreed to by each Member. Said restriction provides, among other things, that no Membership Interest vendee, transferee, assignee, or any portion thereof endorsee of a Member shall have the right to become a Member without the consent of the Company’s Board of Managers which consent may be transferred without first offering such Membership Interest given or any portion thereof to withheld in the other Members, sole and that no Membership Interest or any portion thereof may be transferred except in accordance with absolute discretion of the terms Board of said agreementManagers."

Representations Regarding Transfers; Legend. (a) Each Member hereby covenants and agrees with the Company for the benefit of the Company and all Members, that (i) it is not currently making a market in Membership Interests or any portion thereof Units and will not in the future make a market in Membership Interests or any portion thereofUnits, (ii) it will not Transfer its Membership Interest or any portion thereof Units on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Company interests and which are commonly referred to as "“matching services" ” as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Units through a matching service that is not approved in advance by the Company. Each Member further agrees that it will not Transfer any Membership Interest or any portion thereof Units to any Person unless such Person agrees to be bound by this Section 19.11(a10.7(a) and to Transfer such Membership Interest or any portion thereof Units only to Persons who agree to be similarly bound. (b) Each Member hereby represents and warrants to the Company and the Members that such Member's ’s acquisition of Membership Interest Units hereunder is made as principal for such Member's ’s own account and not for resale or distribution of such Membership Interest or any portion thereofUnits. Each Member further hereby agrees that the following legends legend may be placed upon any counterpart of this Agreement and shall be placed on Agreement, the certificate, or any other document or instrument evidencing Membership Interests or any portion thereof: "The Membership Interest or any portion thereof represented by this document has not been registered under any securities laws and the transferability ownership of such Membership Interest or any portion thereof is restricted. Such Membership Interest or any portion thereof may not be sold, assigned, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as having acquired any such Membership Interest or any portion thereof by the issuer for any purposes, unless (1) a registration statement under the Securities Act of 1933, as amended, with respect to such Membership Interest or any portion thereof shall then be in effect and such transfer has been qualified under all applicable state securities laws, or (2) the availability of an exemption from such registration and qualification shall be established to the satisfaction of counsel to the Company." "The Membership Interest or any portion thereof represented by this document are subject to further restriction as to their sale, transfer, hypothecation, or assignment as set forth in the Limited Liability Company Agreement between Northern Telecom Inc. and Willxxxx Xxxmunications Group, Inc., dated as of April 1, 1997, and agreed to by each Member. Said restriction provides, among other things, that no Membership Interest or any portion thereof may be transferred without first offering such Membership Interest or any portion thereof to the other Members, and that no Membership Interest or any portion thereof may be transferred except in accordance with the terms of said agreement."Units:

Representations Regarding Transfers; Legend. (a) Each Member hereby covenants and agrees with the Company for the benefit of the Company and all Members, that (i) it is not currently making a market in Membership Interests or any portion thereof and will not in the future make a market in Membership Interests or any portion thereofInterests, (ii) it will not Transfer its Membership Interest or any portion thereof Interests on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any or all arrangements which that facilitate the selling of Company interests and which that are commonly referred to as "matching services" as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Interests through a matching service that is not approved in advance by the Company. Each Member further agrees that it will not Transfer any Membership Interest or any portion thereof Interests to any Person unless such Person agrees to be bound by this Section 19.11(a10.9(a) and to Transfer such Membership Interest or any portion thereof Interests only to Persons who agree to be similarly bound. (b) Each Member hereby represents and warrants to the Company and the Members that such Member's acquisition of Membership Interest Interests hereunder is made as principal for such Member's own account and not for resale or distribution of such Membership Interest or any portion thereofInterests. Each Member further hereby agrees that the following legends legend may be placed upon any counterpart of this Agreement and shall be placed on Agreement, the Certificate, or any other document or instrument evidencing ownership of Membership Interests: The Company Membership Interests or any portion thereof: "The Membership Interest or any portion thereof represented by this document has have not been registered under any securities laws and the transferability of such Membership Interest or any portion thereof Interests is restricted. Such Membership Interest or any portion thereof Interests may not be sold, assigned, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as having acquired any such Membership Interest or any portion thereof Interests by the issuer for any purposes, unless (1) a registration statement under the Securities Act of 1933, as amended, with respect to such Membership Interest or any portion thereof Interests shall then be in effect and such transfer has been qualified under all applicable state securities laws, laws or (2) the availability of an exemption from such registration and qualification shall be established to the satisfaction of counsel to the Company." ". The Membership Interest or any portion thereof Interests represented by this document are subject to further restriction as to their sale, transfer, hypothecation, or assignment as set forth in the Limited Liability Company Operating Agreement between Northern Telecom Inc. and Willxxxx Xxxmunications Group, Inc., dated as of April 1, 1997, and agreed to by each Member. Said restriction provides, among other things, that no Membership Interest or any portion thereof Interests may be transferred without first offering such Membership Interest or any portion thereof Interests to the other Members, and that no Membership Interest vendee, transferee, assignee, or any portion thereof endorsee of a Member shall have the right to become a substituted Member without the consent of a majority of the Members, which consent may be transferred except given or withheld in accordance with the terms sole and absolute discretion of said agreementthe Members."

Representations Regarding Transfers; Legend. (a) Each Member hereby covenants and agrees with the Company for the benefit of the Company and all Members, that (i) it is not currently making a market in Membership Interests or any portion thereof Units and will not in the future make a market in Membership Interests or any portion thereofUnits, (ii) it will not Transfer its Membership Interest or any portion thereof Units on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Company interests and which are commonly referred to as "“matching services" ” as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Units through a matching service that is not approved in advance by the Company. Each Member further agrees that it will not Transfer any Membership Interest or any portion thereof Units to any Person unless such Person agrees to be bound by this Section 19.11(a10.8(a) and to Transfer such Membership Interest or any portion thereof Units only to Persons who agree to be similarly bound. (b) Each Member hereby represents and warrants to the Company and the Members that such Member's ’s acquisition of Membership Interest Units hereunder is made as principal for such Member's ’s own account and not for resale or distribution of such Membership Interest or any portion thereofUnits. Each Member further hereby agrees that the following legends legend may be placed upon any counterpart of this Agreement and shall be placed on Agreement, the certificate, or any other document or instrument evidencing Membership Interests or any portion thereofownership of Units: "The Membership Interest or any portion thereof represented by this document has not been registered under any securities laws and the transferability of such Membership Interest or any portion thereof is restricted. Such Membership Interest or any portion thereof may not be sold, assigned, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as having acquired any such Membership Interest or any portion thereof Any Legend approved by the issuer for any purposes, unless (1) a registration statement under the Securities Act Board upon advice of 1933, as amended, with respect to such Membership Interest or any portion thereof shall then be in effect counsel; and such transfer has been qualified under all applicable state securities laws, or (2) the availability of an exemption from such registration liii 4850-8819-3010\6 LP BIOSCIENCES LLC amended and qualification shall be established to the satisfaction of counsel to the Company." "restated operating agreement The Membership Interest or any portion thereof Units represented by this document are subject to further restriction as to their sale, transfer, hypothecation, or assignment as set forth in the Limited Liability Company Operating Agreement between Northern Telecom Inc. and Willxxxx Xxxmunications Group, Inc., dated as of April 1, 1997, and agreed to by each Member. Said restriction provides, among other things, that no Membership Interest vendee, transferee, assignee, or any portion thereof endorsee of a Member shall have the right to become a Member without the consent of the Company’s Board, which consent may be transferred without first offering such Membership Interest given or any portion thereof to withheld in the other Members, sole and that no Membership Interest or any portion thereof may be transferred except in accordance with absolute discretion of the terms of said agreementBoard."

Representations Regarding Transfers; Legend. (a) Each Member hereby represents to, and covenants and agrees with with, the Company Company, for the benefit of the Company and all Members, that (i) it is not currently making a market in Membership Interests or any portion thereof the Units and will not in the future make a market in Membership Interests or any portion thereofthe Units without the prior written approval of the Board, (ii) it will not Transfer its Membership Interest or any portion thereof Units on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) of the Code (and any Treasury Regulations, proposed Treasury Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Treasury Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Company interests Units and which are commonly referred to as "“matching services" ” as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Units through a matching service that is not approved in advance by the CompanyBoard. Each Member further agrees that it will not Transfer any Membership Interest or any portion thereof Units to any Person unless such Person agrees to be bound by this Section 19.11(a6.8(a) and to Transfer such Membership Interest or any portion thereof Units only to Persons who agree to be similarly bound. (b) Each Member hereby represents and warrants to the Company and the other Members that such Member's ’s acquisition of Membership Interest hereunder Units is or was made as principal for such Member's ’s own account and not for resale or distribution of such Membership Interest or any portion thereofUnits. Each Member further hereby agrees that the following legends legend may be placed upon any counterpart of this Agreement and shall be placed on Agreement, the Unit certificate, or any other document or instrument evidencing Membership Interests or any portion thereofownership of Units: "THE UNITS REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. THESE UNITS HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. SUCH UNITS MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS THE HOLDER SHALL HAVE OBTAINED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE UNITS REPRESENTED BY THIS DOCUMENT ARE SUBJECT TO FURTHER RESTRICTION AS TO THEIR SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR ASSIGNMENT AS SET FORTH IN THE COMPANY’S LIMITED LIABILITY COMPANY AGREEMENT. The Membership Interest or any portion thereof represented Company shall cause the first paragraph of the legend set forth above to be removed at such time as the Company is advised by this document has not been registered under any securities laws and the transferability of its counsel that such Membership Interest or any portion thereof is restricted. Such Membership Interest or any portion thereof legend may not be sold, assignedremoved, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as having acquired any such Membership Interest or any portion thereof by the issuer for any purposes, unless (1) a registration statement under the Securities Act of 1933, as amended, with respect to such Membership Interest or any portion thereof shall then be in effect and such transfer Company has been qualified under all applicable state securities laws, or (2) the availability of received an exemption from such registration and qualification shall be established to the satisfaction opinion of counsel to a Member, in form and substance reasonably satisfactory to the Company." "The Membership Interest or any portion thereof represented by this document are subject to further restriction as to their sale, transfer, hypothecation, or assignment as set forth in the Limited Liability Company Agreement between Northern Telecom Inc. and Willxxxx Xxxmunications Group, Inc., dated as of April 1, 1997, and agreed to by each Member. Said restriction provides, among other things, that no Membership Interest or any portion thereof such legend may be transferred without first offering such Membership Interest or any portion thereof to the other Members, and that no Membership Interest or any portion thereof may be transferred except in accordance with the terms of said agreementremoved."

Representations Regarding Transfers; Legend. (a) Each Member hereby covenants and agrees with the Joint Sales Company for the benefit of the Joint Sales Company and all Members, that (i) it is not currently making a market in Membership Interests or any portion thereof Units and will not in the future make a market in Membership Interests or any portion thereofUnits, (ii) it will not Transfer its Membership Interest or any portion thereof Units on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Joint Sales Company interests and which are commonly referred to as "matching services" as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Units through a matching service that is not approved in advance by the Joint Sales Company. Each Member further agrees that it will * CONFIDENTIAL TREATMENT REQUESTED 43 not Transfer any Membership Interest or any portion thereof Units to any Person unless such Person agrees to be bound by this Section 19.11(a10.9(a) and to Transfer such Membership Interest or any portion thereof Units only to Persons who agree to be similarly bound. (b) Each Member hereby represents and warrants to the Joint Sales Company and the Members that such Member's acquisition of Membership Interest Units hereunder is made as principal for such Member's own account and not for resale or distribution of such Membership Interest or any portion thereofUnits. Each Member further hereby agrees that the following legends legend may be placed upon any counterpart of this Agreement and shall be placed on Agreement, the Certificate, or any other document or instrument evidencing Membership Interests or any portion thereofownership of Units: "The Membership Interest or any portion thereof Company Units represented by this document has have not been registered under any securities laws and the transferability of such Membership Interest or any portion thereof Units is restricted. Such Membership Interest or any portion thereof Units may not be sold, assigned, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as having acquired any such Membership Interest or any portion thereof Units by the issuer for any purposes, unless (1) a registration statement under the Securities Act of 1933, as amended, with respect to such Membership Interest or any portion thereof Units shall then be in effect and such transfer has been qualified under all applicable state securities laws, or (2) the availability of an exemption from such registration and qualification shall be established to the satisfaction of counsel to the Joint Sales Company." ". The Membership Interest or any portion thereof Units represented by this document are subject to further restriction as to their sale, transfer, hypothecation, or assignment as set forth in the Limited Liability Company Operating Agreement between Northern Telecom Inc. and Willxxxx Xxxmunications Group, Inc., dated as of April 1, 1997, the issuer and agreed to by each Member. Said restriction provides, among other things, that no Membership Interest or any portion thereof Units may be transferred without first offering such Membership Interest or any portion thereof Units to the other Members, and that no Membership Interest or any portion thereof may be transferred except in accordance with the terms of said agreementMember."

Representations Regarding Transfers; Legend. (a) Each Member hereby severally (and not jointly) represents to, and covenants and agrees with with, the Company Company, for the benefit of the Company and all Members, that (i) it is not currently making a market in Membership Interests or any portion thereof Units and will not in the future make a market in Membership Interests or any portion thereofUnits without the prior approval of the Board of Managers, (ii) it will not Transfer its Membership Interest or any portion thereof Units on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Company interests and which are commonly referred to as "matching services" as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Units through a matching service that is not approved in advance by the CompanyBoard of Managers. Each Member further agrees that it will not Transfer any Membership Interest or any portion thereof Units to any Person unless such Person agrees to be bound by this Section 19.11(a10.08(a) and to Transfer such Membership Interest or any portion thereof Units only to Persons who agree to be similarly bound. (b) Each Member hereby severally (and not jointly) represents and warrants to the Company and the Members that such Member's acquisition of Membership Interest hereunder Units hereunder, as the case may be, is made as principal for such Member's Members own account and not for resale or distribution of such Membership Interest or any portion thereofUnits. Each Member further hereby agrees that the following legends legend may be placed upon any counterpart of this Agreement and shall be placed on Agreement, the Certificate, or any other document or instrument evidencing Membership Interests or any portion thereofownership of Units: THE INTERESTS REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. THESE INTERESTS HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. SUCH INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS THE HOLDER SHALL HAVE OBTAINED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE INTERESTS REPRESENTED BY THIS DOCUMENT ARE SUBJECT TO FURTHER RESTRICTION AS TO THEIR SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR ASSIGNMENT AS SET FORTH IN THE COMPANY'S OPERATING AGREEMENT. The Membership Interest or any portion thereof represented Company shall cause such legend to be removed at such time as the Company is advised by this document has not been registered under any securities laws and the transferability of its counsel that such Membership Interest or any portion thereof is restricted. Such Membership Interest or any portion thereof legend may not be sold, assignedremoved, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as having acquired any such Membership Interest or any portion thereof by the issuer for any purposes, unless (1) a registration statement under the Securities Act of 1933, as amended, with respect to such Membership Interest or any portion thereof shall then be in effect and such transfer Company has been qualified under all applicable state securities laws, or (2) the availability of received an exemption from such registration and qualification shall be established to the satisfaction opinion of counsel to a Member, in form and substance reasonably satisfactory to the Company." "The Membership Interest or any portion thereof represented by this document are subject to further restriction as to their sale, transfer, hypothecation, or assignment as set forth in the Limited Liability Company Agreement between Northern Telecom Inc. and Willxxxx Xxxmunications Group, Inc., dated as of April 1, 1997, and agreed to by each Member. Said restriction provides, among other things, that no Membership Interest or any portion thereof such legend may be transferred without first offering such Membership Interest or any portion thereof to the other Members, and that no Membership Interest or any portion thereof may be transferred except in accordance with the terms of said agreementremoved."

Representations Regarding Transfers; Legend. (a) Each Member hereby covenants and agrees with the Company for the benefit of the Company and all Members, that (i) it is not currently making a market in Membership Interests or any portion thereof Units and will not in the future make a market in Membership Interests or any portion thereofUnits, (ii) it will not Transfer its Membership Interest or any portion thereof Units on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Company interests and which are commonly referred to as "“matching services" ” as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Units through a matching service that is not approved in advance by the Company. Each Member further agrees that it will not Transfer any Membership Interest or any portion thereof Units to any Person unless such Person agrees to be bound by this Section 19.11(a10.9(a) and to Transfer such Membership Interest or any portion thereof Units only to Persons who agree to be similarly bound.. BIG RIVER RESOURCES GXXXXXXX, LLC OPERATING AGREEMENT (b) Each Member hereby represents and warrants to the Company and the Members that such Member's ’s acquisition of Membership Interest Units hereunder is made as principal for such Member's ’s own account and not for resale or distribution of such Membership Interest or any portion thereofUnits. Each Member further hereby agrees that the following legends legend may be placed upon any counterpart of this Agreement and shall be placed on Agreement, the certificate, or any other document or instrument evidencing Membership Interests or any portion thereofownership of Units: "The Membership Interest or any portion thereof represented by this document has not been registered Any applicable legends under any federal and state securities laws and the transferability of such Membership Interest or any portion thereof is restricted. Such Membership Interest or any portion thereof may not be sold, assigned, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as having acquired any such Membership Interest or any portion thereof approved by the issuer for any purposes, unless (1) a registration statement under the Securities Act Board upon advice of 1933, as amended, with respect to such Membership Interest or any portion thereof shall then be in effect counsel; and such transfer has been qualified under all applicable state securities laws, or (2) the availability of an exemption from such registration and qualification shall be established to the satisfaction of counsel to the Company." "The Membership Interest or any portion thereof Units represented by this document are subject to further restriction as to their sale, transfer, hypothecation, or assignment as set forth in the Limited Liability Company Operating Agreement between Northern Telecom Inc. and Willxxxx Xxxmunications Group, Inc., dated as of April 1, 1997, and agreed to by each Member. Said restriction provides, among other things, that no Membership Interest vendee, transferee, assignee, or any portion thereof endorsee of a Member shall have the right to become a Member without the consent of the Company’s Board of Managers which consent may be transferred without first offering such Membership Interest given or any portion thereof to withheld in the other Members, sole and that no Membership Interest or any portion thereof may be transferred except in accordance with absolute discretion of the terms Board of said agreementManagers."

Representations Regarding Transfers; Legend. (a) Each Member hereby covenants and agrees with the Company for the benefit of the Company and all Members, that (i) it is not currently making a market in Membership Interests or any portion thereof Units and will not in the future make a market in Membership Interests or any portion thereofUnits, (ii) it will not Transfer its Membership Interest or any portion thereof Units on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Regulations, revenue rulings, or 39 BADGER STATE ETHANOL, LLC OPERATING AGREEMENT other pronouncements treat any or all arrangements which facilitate the selling of Company interests and which are commonly referred to as "matching services" as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Units through a matching service that is not approved in advance by the Company. Each Member further agrees that it will not Transfer any Membership Interest or any portion thereof Units to any Person unless such Person agrees to be bound by this Section 19.11(a10.8(a) and to Transfer such Membership Interest or any portion thereof Units only to Persons who agree to be similarly bound. (b) Each Member hereby represents and warrants to the Company and the Members that such Member's acquisition of Membership Interest Units hereunder is made as principal for such Member's own account and not for resale or distribution of such Membership Interest or any portion thereofUnits. Each Member further hereby agrees that the following legends legend, as the same may be amended by the Directors in their sole discretion, may be placed upon any counterpart of this Agreement and shall be placed on Agreement, the Articles, or any other document or instrument evidencing Membership Interests or any portion thereofownership of Units: "The Membership Interest or any portion thereof transferability of the Company Units represented by this document has not been registered under any securities laws and the transferability of such Membership Interest or any portion thereof is restricted. Such Membership Interest or any portion thereof Units may not be sold, assigned, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as having acquired any such Membership Interest or any portion thereof by the issuer Units for any purposes, unless (1) a registration statement under the Securities Act of 1933, as amended, with respect to such Membership Interest or any portion thereof shall then be in effect and such transfer has been qualified under all applicable state securities laws, or (2) the availability of an exemption from such registration and qualification shall be established to the satisfaction of counsel to the Company." "The Membership Interest or any portion thereof represented by this document are subject to further restriction as to their extent such sale, transfer, hypothecation, or assignment as is permitted by, and is completed in strict accordance with, the terms and conditions set forth in the Limited Liability Company Operating Agreement between Northern Telecom Inc. and Willxxxx Xxxmunications Group, Inc., dated as of April 1, 1997, and agreed to by each Member. Said restriction provides, among other things, that no Membership Interest or any portion thereof may be transferred without first offering such Membership Interest or any portion thereof to the other Members, and that no Membership Interest or any portion thereof may be transferred except in accordance with the terms of said agreement."

Representations Regarding Transfers; Legend. (a) Each Member hereby covenants and agrees with the Company for the benefit of the Company and all Members, that (i) it is not currently making a market in Membership Interests or any portion thereof Units and will not in the future make a market in Membership Interests or any portion thereofUnits, (ii) it will not Transfer its Membership Interest or any portion thereof Units on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Company interests and which are commonly referred to as "matching services" as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Units through a matching service that is not approved in advance by the Company. Each Member further agrees that it will not Transfer any Membership Interest or any portion thereof Units to any Person unless such Person agrees to be bound by this Section 19.11(a12.8(a) and to Transfer such Membership Interest or any portion thereof Units only to Persons who agree to be similarly bound. (b) Each Member hereby represents and warrants to the Company and the Members that such Member's acquisition of Membership Interest Units hereunder is made as principal for such Member's own account and not for resale or distribution of such Membership Interest or any portion thereofUnits. Each Member further hereby agrees that the following legends legend may be placed upon any counterpart of this Agreement and shall be placed on Agreement, the Certificate, or any other document or instrument evidencing Membership Interests or any portion thereofownership of Units: "The Membership Interest or any portion thereof Units represented by this document has have not been registered under any securities laws and the transferability of such Membership Interest or any portion thereof Units is restricted. Such Membership Interest or any portion thereof Units may not be sold, assigned, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as having acquired any such Membership Interest or any portion thereof Units by the issuer for any purposes, unless (1) a registration statement under the Securities Act of 1933, as amended, with respect to such Membership Interest or any portion thereof Units shall then be in effect and such transfer has been qualified under all applicable state securities laws, or (2) the availability of an exemption from such registration and qualification shall be established to the satisfaction of counsel to the Company." "The Membership Interest or any portion thereof Units represented by this document are subject to further restriction as to their sale, transfer, hypothecation, or assignment as set forth in the Limited Liability Company Operating Agreement between Northern Telecom Inc. and Willxxxx Xxxmunications Group, Inc., dated as of April 1, 1997, and agreed to by each Member. Said restriction provides, among other things, that no Membership Interest or any portion thereof Units may be transferred without first offering such Membership Interest or any portion thereof Units to the other Members, and that no Membership Interest vendee, transferee, assignee, or any portion thereof endorsee of a Member shall have the right to become a substituted Member without the consent of a majority of the Members which consent may be transferred except given or withheld in accordance with the terms sole and absolute discretion of said agreementthe Members."

Representations Regarding Transfers; Legend. (a) Each Member hereby covenants and agrees with the Company for the benefit of the Company and all Members, that (i) it is not currently making a market in Membership Interests or any portion thereof Units and will not in the future make a market in Membership Interests or any portion thereofUnits, (ii) it will not Transfer its Membership Interest or any portion thereof Units on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Company interests and which are commonly referred to as "“matching services" ” as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Units through a matching service that is not approved in advance by the Company. Each Member further agrees that it will not Transfer any Membership Interest or any portion thereof Units to any Person unless such Person agrees to be bound by this Section 19.11(a10.8(a) and to Transfer such Membership Interest or any portion thereof Units only to Persons who agree to be similarly bound.bound.‌ (b) Each Member hereby represents and warrants to the Company and the Members that such Member's ’s acquisition of Membership Interest Units hereunder is made as principal for such Member's ’s own account and not for resale or distribution of such Membership Interest or any portion thereofUnits. Each Member further hereby agrees that the following legends legend, as the same may be amended by the Directors in their sole discretion, may be placed upon any counterpart of this Agreement and shall be placed on Agreement, the Articles, or any other document or instrument evidencing Membership Interests or any portion thereofownership of Units: "The Membership Interest or any portion thereof transferability of the Company Units represented by this document has not been registered under any securities laws and the transferability of such Membership Interest or any portion thereof is restricted. Such Membership Interest or any portion thereof Units may not be sold, assigned, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as having acquired any such Membership Interest or any portion thereof by the issuer Units for any purposes, unless (1) a registration statement under the Securities Act of 1933, as amended, with respect to such Membership Interest or any portion thereof shall then be in effect and such transfer has been qualified under all applicable state securities laws, or (2) the availability of an exemption from such registration and qualification shall be established to the satisfaction of counsel to the Company." "The Membership Interest or any portion thereof represented by this document are subject to further restriction as to their extent such sale, transfer, hypothecation, or assignment as is permitted by, and is completed in strict accordance with, the terms and conditions set forth in the Limited Liability Company Operating Agreement between Northern Telecom Inc. and Willxxxx Xxxmunications Group, Inc., dated as of April 1, 1997, and agreed to by each Member. Said restriction providesTHE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, among other thingsOFFERED FOR SALE, that no Membership Interest or any portion thereof may be transferred without first offering such Membership Interest or any portion thereof to the other MembersOR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, and that no Membership Interest or any portion thereof may be transferred except in accordance with the terms of said agreementAS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS."

Representations Regarding Transfers; Legend. (a) Each Member hereby covenants and agrees with the Company for the benefit of the Company and all Members, that (i) it is not currently making a market in Membership Interests or any portion thereof Units and will not in the future make a market in Membership Interests or any portion thereofUnits, (ii) it will not Transfer its Membership Interest or any portion thereof Units on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Company interests and which are commonly referred to as "matching services" as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Units through a matching service that is not approved in advance by the Company. Each Member further agrees that it will not Transfer any Membership Interest or any portion thereof Units to any Person unless such Person agrees to be bound by this Section 19.11(a10.7(a) and to Transfer such Membership Interest or any portion thereof Units only to Persons who agree to be similarly bound. (b) Each Member hereby represents and warrants to the Company and the Members that such Member's acquisition of Membership Interest Units hereunder is made as principal for such Member's own account and not for resale or distribution of such Membership Interest or any portion thereofUnits. Each Member further hereby agrees that the following legends legend may be placed upon any counterpart of this Agreement and shall be placed on Agreement, the Certificate, or any other document or instrument evidencing Membership Interests or any portion thereofof Units: "A Public Company Legend; and The Membership Interest or any portion thereof represented by this document has not been registered under any securities laws and the transferability of such Membership Interest or any portion thereof is restricted. Such Membership Interest or any portion thereof may not be sold, assigned, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as having acquired any such Membership Interest or any portion thereof by the issuer for any purposes, unless (1) a registration statement under the Securities Act of 1933, as amended, with respect to such Membership Interest or any portion thereof shall then be in effect and such transfer has been qualified under all applicable state securities laws, or (2) the availability of an exemption from such registration and qualification shall be established to the satisfaction of counsel to the Company." "The Membership Interest or any portion thereof Units represented by this document are subject to further restriction as to their sale, transfer, hypothecation, or assignment as set forth in the Limited Liability Company Operating Agreement between Northern Telecom Inc. and Willxxxx Xxxmunications Group, Inc., dated as of April 1, 1997, and agreed to by each Member. Said restriction provides, among other things, that no Membership Interest or any portion thereof Units may be transferred without first offering such Membership Interest or any portion thereof to obtaining the other Membersapproval of the Board of Managers, and that no Membership Interest vendee, transferee, assignee, or any portion thereof endorsee of a Member shall have the right to become a substituted Member without the consent of the Company's Board of Managers, which consent may be transferred except given or withheld in accordance with the terms sole and absolute discretion of said agreementthe Board of Managers."

Representations Regarding Transfers; Legend. (a) Each Member hereby covenants and agrees with the Company for the benefit of the Company and all Members, that (i) it is not currently making a market in Membership Interests or any portion thereof Units and will not in the future make a market in Membership Interests or any portion thereofUnits, (ii) it will not Transfer its Membership Interest or any portion thereof Units on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Company interests and which are commonly referred to as "“matching services" ” as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Units through a matching service that is not approved in advance by the Company. Each Member further agrees that it will not Transfer any Membership Interest or any portion thereof Units to any Person unless such Person agrees to be bound by this Section 19.11(a10.7(a) and to Transfer such Membership Interest or any portion thereof Units only to Persons who agree to be similarly bound. (b) Each Member hereby represents and warrants to the Company and the Members that such Member's ’s acquisition of Membership Interest Units hereunder is made as principal for such Member's ’s own account and not for resale or distribution of such Membership Interest or any portion thereofUnits. Each Member further hereby agrees that the following Board may placed the appropriate legends may be placed under applicable federal and state securities laws or this Agreement upon any counterpart of this Agreement and shall be placed on Agreement, the Certificate, or any other document or instrument evidencing Membership Interests ownership of Units or any portion thereofmembership in this Company, including the following legend: "The Membership Interest or any portion thereof represented by this document has not been registered under any securities laws and the transferability of such Membership Interest or any portion thereof is restricted. Such Membership Interest or any portion thereof may not be sold, assigned, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as having acquired any such Membership Interest or any portion thereof by the issuer for any purposes, unless (1) a registration statement under the Securities Act of 1933, as amended, with respect to such Membership Interest or any portion thereof shall then be in effect and such transfer has been qualified under all applicable state securities laws, or (2) the availability of an exemption from such registration and qualification shall be established to the satisfaction of counsel to the Company." "The Membership Interest or any portion thereof Units represented by this document are subject to further restriction as to their sale, transfer, hypothecation, or assignment as set forth in the Limited Liability Company Operating and Member Control Agreement between Northern Telecom Inc. and Willxxxx Xxxmunications Group, Inc., dated as of April 1, 1997, and agreed to by each Member. Said restriction provides, among other things, that no Membership Interest or any portion thereof Units may be transferred without first offering such Membership Interest or any portion thereof to obtaining the other Membersapproval of the Board of Governors, and that no Membership Interest vendee, transferee, assignee, or any portion thereof endorsee of a Member shall have the right to become a substituted Member without the consent of the Company’s Board of Governors, which consent may be transferred except given or withheld in accordance with the terms sole and absolute discretion of said agreementthe Board of Governors."

Representations Regarding Transfers; Legend. (a) Each Member hereby represents to, and covenants and agrees with with, the Company Company, for the benefit of the Company and all Members, that (i) it is not currently making a market in Membership the Member Interests or any portion thereof and will not in the future make a market in Membership the Member Interests or any portion thereofwithout the prior written approval of the Board, (ii) it will not Transfer its Membership Interest or any portion thereof Member Interests on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Treasury Regulations, proposed Treasury Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Treasury Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Company interests Member Interests and which are commonly referred to as "“matching services" ” as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Member Interests through a matching service that is not approved in advance by the CompanyBoard. Each Member further agrees that it will not Transfer any Membership Interest or any portion thereof Member Interests to any Person unless such Person agrees to be bound by this Section 19.11(a13.6(a) and to Transfer such Membership Interest or any portion thereof Member Interests only to Persons who agree to be similarly bound. (b) Each Member hereby represents and warrants to the Company and the other Members that such Member's ’s acquisition of Membership Interest hereunder Member Interests is or was made as principal for such Member's ’s own account and not for resale or distribution of such Membership Interest or any portion thereofMember Interests. Each Member further hereby agrees that the following legends legend may be placed upon any counterpart of this Agreement and shall be placed on or any certificate or other document or instrument evidencing Membership Interests or any portion thereofownership of Member Interests: "THE MEMBER INTERESTS REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. THESE MEMBER INTERESTS HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. SUCH MEMBER INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS THE HOLDER SHALL HAVE OBTAINED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE MEMBER INTERESTS REPRESENTED BY THIS DOCUMENT ARE SUBJECT TO FURTHER RESTRICTION AS TO THEIR SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR ASSIGNMENT AS SET FORTH IN THE COMPANY’S LIMITED LIABILITY COMPANY AGREEMENT. The Membership Interest or any portion thereof represented Company shall cause such legend to be removed at such time as the Company is advised by this document has not been registered under any securities laws and the transferability of its counsel that such Membership Interest or any portion thereof is restricted. Such Membership Interest or any portion thereof legend may not be sold, assignedremoved, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as having acquired any such Membership Interest or any portion thereof by the issuer for any purposes, unless (1) a registration statement under the Securities Act of 1933, as amended, with respect to such Membership Interest or any portion thereof shall then be in effect and such transfer Company has been qualified under all applicable state securities laws, or (2) the availability of received an exemption from such registration and qualification shall be established to the satisfaction opinion of counsel to a Member, in form and substance reasonably satisfactory to the Company, that such legend may be removed. (c) Each Member represents and warrants to the Company and each other Member that such Member is duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of organization or formation and the execution, delivery and performance by it of this Agreement is within its powers, has been duly authorized by all necessary corporate or other action on its behalf, requires no action by or in respect of, or filing with, any governmental body, agency or official, and does not and will not contravene, or constitute a default under, any provision of applicable law or regulation or of its certificate of incorporation or other comparable organizational documents or any agreement, judgment, injunction, order, decree or other instrument to which such Member is a party or by which such Member or any of its properties is bound. This Agreement constitutes a valid and binding agreement of such Member, enforceable against such Member in accordance with its terms. (d) Cambrian XxXxxxxx Bluff represents and warrants to Clean Energy that (i) Xxxx Xxxxxxxx and his sibling Xxxxx Xxxxxxxx each beneficially owns and controls forty-two and one-half percent (42.5%), and the son of Xxxx Xxxxxxxx, Xxxx Xxxxxxxx, beneficially owns and controls fifteen percent (15%) of each of the equity securities and voting securities of Cambrian XxXxxxxx Bluff, (ii) no other Persons has any beneficial ownership or control of any equity securities or voting securities of Cambrian XxXxxxxx Bluff (or any right to acquire ay such beneficial ownership or control), (iii) Cambrian Energy Development owns all of the equity securities and voting securities of Cambrian Energy Management, and (iv) the individuals identified in clause (i) of this Section 13.6(d) control Cambrian Energy Development and Cambrian Energy Management. (e) The foregoing representations, warranties and agreements shall survive the date of the Member’s admission to the Company, any cessation of its status as a Member, and any dissolution, termination or liquidation of the Company." "The Membership Interest or any portion thereof represented by this document are subject to further restriction as to their sale, transfer, hypothecation, or assignment as set forth in the Limited Liability Company Agreement between Northern Telecom Inc. and Willxxxx Xxxmunications Group, Inc., dated as of April 1, 1997, and agreed to by each Member. Said restriction provides, among other things, that no Membership Interest or any portion thereof may be transferred without first offering such Membership Interest or any portion thereof to the other Members, and that no Membership Interest or any portion thereof may be transferred except in accordance with the terms of said agreement."

Representations Regarding Transfers; Legend. (a) Each Member Unit Holder hereby covenants and agrees with the Company for the benefit of the Company and all Members, that Unit Holders that: (i) it is not currently making a market in Membership Interests or any portion thereof Units and will not in the future make a market in Membership Interests or any portion thereof, Units; (ii) it will not Transfer its Membership Interest or any portion thereof Units on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunderpublished), ; and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Company interests and which are commonly referred to as "“matching services" ” as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Units through a matching service that is not approved in advance by the Company. Each Member Unit Holder further agrees that it will not Transfer any Membership Interest or any portion thereof Units to any Person unless such Person agrees to be bound by this Section 19.11(a9.7(a) and to Transfer such Membership Interest or any portion thereof Units only to Persons who agree to be similarly bound. (b) Each Member Unit Holder hereby represents and warrants to the Company and the Members Unit Holders that such Member's Unit Holder’s acquisition of Membership Interest Units hereunder is made as principal for such Member's Unit Holder’s own account and not for resale or distribution of such Membership Interest or any portion thereofthe Units. Each Member Unit Holder further hereby agrees that the following legends legend may be placed upon any counterpart of this Agreement and shall be placed on Agreement, the Articles, or any other document or instrument evidencing Membership Interests or any portion thereofUnit ownership: "The Membership Interest or any portion thereof represented by this document has not been registered under any securities laws and the transferability of such Membership Interest or any portion thereof is restricted. Such Membership Interest or any portion thereof may not be sold, assigned, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as having acquired any such Membership Interest or any portion thereof by the issuer for any purposes, unless (1) a registration statement under the Securities Act of 1933, as amended, with respect to such Membership Interest or any portion thereof shall then be in effect and such transfer has been qualified under all applicable state securities laws, or (2) the availability of an exemption from such registration and qualification shall be established to the satisfaction of counsel to the Company." "The Membership Interest or any portion thereof Units represented by this document are subject to further restriction as to their sale, transfer, hypothecation, or assignment as set forth in the Limited Liability Company Agreement between Northern Telecom Inc. and Willxxxx Xxxmunications Group, Inc., dated as of April 1, 1997, and agreed to by each MemberCompany’s Agreement. Said restriction provides, among other things, that no Membership Interest or any portion thereof Units may be transferred without first offering such Membership Interest or any portion thereof Units to the other MembersUnit Holders, and that no Membership Interest vendee, transferee, assignee, or any portion thereof endorsee of a Unit Holder shall have the right to become a substituted Unit Holder without the consent of the Company’s Manager which consent may be transferred except given or withheld in accordance with the terms sole and absolute discretion of said agreementthe Manager."

Representations Regarding Transfers; Legend. (a) Each Member hereby covenants and agrees with the Joint Sales Company for the benefit of the Joint Sales Company and all Members, that (i) it is not currently making a market in Membership Interests or any portion thereof Units and will not in the future make a market in Membership Interests or any portion thereofUnits, (ii) it will not Transfer its Membership Interest or any portion thereof Units on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Joint Sales Company interests and which are commonly referred to as "matching services" as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Units through a matching service that is not approved in advance by the Joint Sales Company. Each Member further agrees that it will not Transfer any Membership Interest or any portion thereof Units to any Person unless such Person agrees to be bound by this Section 19.11(a10.9(a) and to Transfer such Membership Interest or any portion thereof Units only to Persons who agree to be similarly bound. (b) Each Member hereby represents and warrants to the Joint Sales Company and the Members that such Member's acquisition of Membership Interest Units hereunder is made as principal for such Member's own account and not for resale or distribution of such Membership Interest or any portion thereofUnits. Each Member further hereby agrees that the following legends legend may be placed upon any counterpart of this Agreement and shall be placed on Agreement, the Certificate, or any other document or instrument evidencing Membership Interests or any portion thereofownership of Units: "The Membership Interest or any portion thereof Company Units represented by this document has have not been registered under any securities laws and the transferability of such Membership Interest or any portion thereof Units is restricted. Such Membership Interest or any portion thereof Units may not be sold, assigned, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as * CONFIDENTIAL TREATMENT REQUESTED having acquired any such Membership Interest or any portion thereof Units by the issuer for any purposes, unless (1) a registration statement under the Securities Act of 1933, as amended, with respect to such Membership Interest or any portion thereof Units shall then be in effect and such transfer has been qualified under all applicable state securities laws, or (2) the availability of an exemption from such registration and qualification shall be established to the satisfaction of counsel to the Joint Sales Company." ". The Membership Interest or any portion thereof Units represented by this document are subject to further restriction as to their sale, transfer, hypothecation, or assignment as set forth in the Limited Liability Company Operating Agreement between Northern Telecom Inc. and Willxxxx Xxxmunications Group, Inc., dated as of April 1, 1997, the issuer and agreed to by each Member. Said restriction provides, among other things, that no Membership Interest or any portion thereof Units may be transferred without first offering such Membership Interest or any portion thereof Units to the other Members, and that no Membership Interest or any portion thereof may be transferred except in accordance with the terms of said agreementMember."

Representations Regarding Transfers; Legend. (a) Each Member hereby covenants and agrees with the Company Fund for the benefit of the Company Fund and all other Members, that (i) it is not currently making a market in Membership Interests or any portion thereof Shares and will not in the future make a market in Membership Interests or any portion thereofShares, (ii) it will not Transfer its Membership Interest or any portion thereof Shares on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Regulations, revenue rulings, rulings or other pronouncements treat any or all arrangements which that facilitate the selling of Company Fund interests and which that are commonly referred to as "“matching services" ” as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Shares through a matching service that is not approved in advance by the CompanyFund. Each Member further agrees that it will not Transfer any Membership Interest Shares or any portion thereof Rights to any Person unless such Person agrees to be bound by this Section 19.11(a11.5(a) and to that it will Transfer such Membership Interest Shares or any portion thereof Rights only to Persons who agree to be similarly bound. (b) Each Member hereby represents and warrants to the Company Fund and the all other Members that such Member's ’s acquisition of Membership Interest Shares hereunder is made as principal for such Member's ’s own account and not for resale or distribution of such Membership Interest or any portion thereofShares. Each Member further hereby agrees that the following legends (or a substantially similar) legend, appropriately completed as to date, may be placed upon any counterpart of this Agreement and shall be placed on Agreement, the Articles, or any other document or instrument evidencing Membership Interests or any portion thereofownership of Shares: "The Membership Interest or any portion thereof represented by this document has not been registered under any securities laws and the transferability of such Membership Interest or any portion thereof is restrictedTHE SHARES REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER ANY FEDERAL OR STATE SECURITIES LAWS AND THE TRANSFERABILITY OF SUCH SHARES IS RESTRICTED BY SUCH LAWS. Such Membership Interest or any portion thereof may not be soldSUCH SHARES MAY NOT BE SOLD, assignedASSIGNED, or transferredOR TRANSFERRED, nor will any assigneeNOR WILL ANY ASSIGNEE, vendeeVENDEE, transfereeTRANSFEREE, or endorsee thereof be recognized as having acquired any such Membership Interest or any portion thereof by the issuer for any purposesOR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH SHARES BY THE ISSUER FOR ANY PURPOSES, unless UNLESS (1) a registration statement under the Securities Act of A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED, with respect to such Membership Interest or any portion thereof shall then be in effect and such transfer has been qualified under all applicable state securities lawsWITH RESPECT TO SUCH SHARES SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS, or OR (2) the availability of an exemption from such registration and qualification shall be established to the satisfaction of counsel to the CompanyTHE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION SHALL BE ESTABLISHED TO THE SATISFACTION OF COUNSEL TO THE FUND. THE SHARES REPRESENTED BY THIS DOCUMENT ARE SUBJECT TO FURTHER RESTRICTION AS TO THEIR RIGHTS AND POWERS, SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT AS SET FORTH IN THAT CERTAIN LIMITED LIABILITY COMPANY AGREEMENT, AS HERETOFORE AMENDED, RESTATED OR SUPPLEMENTED, AMONG THE MEMBERS OF XXXXX MID-HORIZON VALUE-ADDED FUND I, LLC." "The Membership Interest or any portion thereof represented by this document are subject to further restriction as to their sale, transfer, hypothecation, or assignment as set forth in the Limited Liability Company Agreement between Northern Telecom Inc. and Willxxxx Xxxmunications Group, Inc., dated as of April 1, 1997, and agreed to by each Member. Said restriction provides, among other things, that no Membership Interest or any portion thereof may be transferred without first offering such Membership Interest or any portion thereof to the other Members, and that no Membership Interest or any portion thereof may be transferred except in accordance with the terms of said agreement."

Representations Regarding Transfers; Legend. (a) Each Member hereby represents to, and covenants and agrees with with, the Company Company, for the benefit of the Company and all Members, that (i) it is not currently making a market in Membership Interests or any portion thereof the Units and will not in the future make a market in Membership Interests or any portion thereofthe Units without the prior written approval of the Board, (ii) it will not Transfer its Membership Interest or any portion thereof Units on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Treasury Regulations, proposed Treasury Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Treasury Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Company interests Units and which are commonly referred to as "matching services" as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Units through a matching service that is not approved in advance by the CompanyBoard. Each Member further agrees that it will not Transfer any Membership Interest or any portion thereof Units to any Person unless such Person agrees to be bound by this Section 19.11(a7.10(a) and to Transfer such Membership Interest or any portion thereof Units only to Persons who agree to be similarly bound. (b) Each Member hereby represents and warrants to the Company and the other Members that such Member's acquisition of Membership Interest hereunder Units is or was made as principal for such Member's own account and not for resale or distribution of such Membership Interest or any portion thereofUnits. Each Member further hereby agrees that the following legends legend may be placed upon any counterpart of this Agreement and shall be placed on Agreement, the Unit certificate, or any other document or instrument evidencing Membership Interests or any portion thereofownership of Units: THE UNITS REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. THESE UNITS HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. SUCH UNITS MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS THE HOLDER SHALL HAVE OBTAINED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE UNITS REPRESENTED BY THIS DOCUMENT ARE SUBJECT TO FURTHER RESTRICTION AS TO THEIR SALE, TRANSFER, PLEDGE, HYPOTHECATION, OR ASSIGNMENT AS SET FORTH IN THE COMPANY'S LIMITED LIABILITY COMPANY AGREEMENT. The Membership Interest or any portion thereof represented Company shall cause such legend to be removed at such time as the Company is advised by this document has not been registered under any securities laws and the transferability of its counsel that such Membership Interest or any portion thereof is restricted. Such Membership Interest or any portion thereof legend may not be sold, assignedremoved, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as having acquired any such Membership Interest or any portion thereof by the issuer for any purposes, unless (1) a registration statement under the Securities Act of 1933, as amended, with respect to such Membership Interest or any portion thereof shall then be in effect and such transfer Company has been qualified under all applicable state securities laws, or (2) the availability of received an exemption from such registration and qualification shall be established to the satisfaction opinion of counsel to a Member, in form and substance reasonably satisfactory to the Company." "The Membership Interest or any portion thereof represented by this document are subject to further restriction as to their sale, transfer, hypothecation, or assignment as set forth in the Limited Liability Company Agreement between Northern Telecom Inc. and Willxxxx Xxxmunications Group, Inc., dated as of April 1, 1997, and agreed to by each Member. Said restriction provides, among other things, that no Membership Interest or any portion thereof such legend may be transferred without first offering such Membership Interest or any portion thereof to the other Members, and that no Membership Interest or any portion thereof may be transferred except in accordance with the terms of said agreementremoved."

Representations Regarding Transfers; Legend. (a) Each Member Unit Holder hereby covenants and agrees with the Company for the benefit of the Company and all Members, that Unit Holders that: (i) it is not currently making a market in Membership Interests or any portion thereof Units and will not in the future make a market in Membership Interests or any portion thereof, Units; (ii) it will not Transfer its Membership Interest or any portion thereof Units on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunderpublished), ; and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Company interests and which are commonly referred to as "“matching services" ” as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof Units through a matching service that is not approved in advance by the Company. Each Member Unit Holder further agrees that it will not Transfer any Membership Interest or any portion thereof Units to any Person unless such Person agrees to be bound by this Section 19.11(a9.7(a) and to Transfer such Membership Interest or any portion thereof Units only to Persons who agree to be similarly bound. (b) Each Member Unit Holder hereby represents and warrants to the Company and the Members Unit Holders that such Member's Unit Holder’s acquisition of Membership Interest Units hereunder is made as principal for such Member's Unit Xxxxxx’s own account and not for resale or distribution of such Membership Interest or any portion thereofthe Units. Each Member Unit Holder further hereby agrees that the following legends legend may be placed upon any counterpart of this Agreement and shall be placed on Agreement, the Articles, or any other document or instrument evidencing Membership Interests or any portion thereofUnit ownership: "The Membership Interest or any portion thereof represented by this document has not been registered under any securities laws and the transferability of such Membership Interest or any portion thereof is restricted. Such Membership Interest or any portion thereof may not be sold, assigned, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as having acquired any such Membership Interest or any portion thereof by the issuer for any purposes, unless (1) a registration statement under the Securities Act of 1933, as amended, with respect to such Membership Interest or any portion thereof shall then be in effect and such transfer has been qualified under all applicable state securities laws, or (2) the availability of an exemption from such registration and qualification shall be established to the satisfaction of counsel to the Company." "The Membership Interest or any portion thereof Units represented by this document are subject to further restriction as to their sale, transfer, hypothecation, or assignment as set forth in the Limited Liability Company Agreement between Northern Telecom Inc. and Willxxxx Xxxmunications Group, Inc., dated as of April 1, 1997, and agreed to by each MemberCompany’s Agreement. Said restriction provides, among other things, that no Membership Interest or any portion thereof Units may be transferred without first offering such Membership Interest or any portion thereof Units to the other MembersUnit Holders, and that no Membership Interest vendee, transferee, assignee, or any portion thereof endorsee of a Unit Holder shall have the right to become a substituted Unit Holder without the consent of the Company’s Manager which consent may be transferred except given or withheld in accordance with the terms sole and absolute discretion of said agreementthe Manager."

Representations Regarding Transfers; Legend. (a) Each Member hereby represents, covenants and agrees with the Company for the benefit of the Company and all Members, that (i) it is not currently making a market in Membership Interests or any portion thereof and will not in the future make a market in Membership Interests or any portion thereofInterests, (ii) it will not Transfer its Membership Interest or any portion thereof on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code section Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Company interests and which are commonly referred to as "“matching services" ” as being a secondary market or substantial equivalent thereof, it will not Transfer any Membership Interest or any portion thereof through a matching service that is not approved in advance by the Company. Each Member further agrees that it will not Transfer any Membership Interest or any portion thereof to any Person unless such Person agrees to be bound by this Section 19.11(a11.8(a) and to Transfer such Membership Interest or any portion thereof only to Persons who agree to be similarly bound. (b) Each Member hereby represents and warrants to the Company and the Members that such Member's ’s acquisition of a Membership Interest hereunder is made as principal principally for such Member's ’s own account and not for resale or distribution of such Membership Interest or any portion thereofInterest. Each Member further hereby agrees that the following legends legend may be placed upon any counterpart of this Agreement and shall be placed on Agreement, the Certificate, or any other document or instrument evidencing ownership of a Membership Interest, in the event the Board of Managers determines to cause Membership Interests or any portion thereofto be certificated: "The Company Membership Interest or any portion thereof represented by this document has not been registered under any securities laws and the transferability of such Membership Interest or any portion thereof is restricted. Such Membership Interest or any portion thereof may not be sold, assigned, or transferred, nor will any assignee, vendee, transferee, or endorsee thereof be recognized as having acquired any such Membership Interest or any portion thereof by the issuer for any purposes, unless (1) a registration statement under the Securities Act of 1933, as amended, with respect to such Membership Interest or any portion thereof shall then be in effect and such transfer has been qualified under all applicable state securities laws, or (2) the availability of an exemption from such registration and qualification shall be established to the satisfaction of counsel to the Company." ". The Membership Interest or any portion thereof represented by this document are is subject to further restriction as to their its sale, transfer, hypothecation, or assignment as set forth in the Amended and Restated Limited Liability Company Agreement between Northern Telecom Inc. and Willxxxx Xxxmunications Group, Inc., dated as of April 1, 1997, the Company and agreed to by each Member. Said restriction generally provides, among other things, that no Membership Interest or any portion thereof may be transferred without first offering to transfer such Membership Interest or any portion thereof to the other Members, and that no Membership Interest or any portion thereof may be transferred except in accordance with the terms of said agreement."