Common use of Transfer of Interests of Members Clause in Contracts

Transfer of Interests of Members. (a) A Member may transfer such Member’s Interest in whole or in part only: (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, or dissolution of such Member; or (ii) under extremely limited circumstances, with the written consent of the Board (which may be withheld for any reason in its sole and absolute discretion). If any transferee does not meet such investor eligibility requirements as may be required by the Board, the Company reserves the right to redeem its Interest. If the Board does not consent to a transfer by operation of law, the Company shall redeem the Interest from the Member’s successor. Any transfer must comply with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: (x) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g.,. certain gifts and contributions to family entities); or (y) to members of the transferring Member’s immediate family (siblings, spouse, parents, and children). The foregoing permitted transferees will not be allowed to become substituted Members without the consent of the Board, which may be withheld in its sole and absolute discretion. Each transferring Member and transferee agrees to pay all expenses, including, but not limited to, attorneys’ and accountants’ fees, incurred by the Company in connection with any transfer. (b) By subscribing for an Interest, each Member agrees to indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member, and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transfer. (c) Each transferring Member shall indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from: (i) any transfer made by such Member in violation of this Section 4.4; and (ii) any misrepresentation by such Member in connection with any such transfer.

Transfer of Interests of Members. (a) A An Interest or portion thereof of a Member may transfer such Member’s Interest in whole or in part only: be Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, insolvency or dissolution of such Member; Member or (ii) under extremely limited circumstances, with the written consent of the Board (which may be withheld for any reason in its sole and absolute discretion). In addition, the Board may not consent to a Transfer of an Interest or a portion thereof of a Member unless the person to whom such Interest is transferred (or each of such person's equity owners if such a person is a "private investment company" as defined in Rule 205-3(d)(3) under the Advisers Act, an investment company registered under the 1940 Act, or a business development company as defined under the Advisers Act) is a person whom the Board believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or successor rule thereto, or is otherwise exempt from such requirements. If any transferee does not meet such investor eligibility requirements as may be required by the Boardrequirements, the Company Fund reserves the right to redeem its Interest. If the Board does not consent to a transfer Transfer by operation of law, the Company Fund shall redeem the Interest from the Member’s 's successor. Any transfer must comply permitted transferee shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: (x) one in which the tax basis terms of the Interest in the hands of the transferee is determinedthis Agreement, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g.,. certain gifts and contributions to family entities); or (y) to members of the transferring Member’s immediate family (siblings, spouse, parents, and children). The foregoing permitted transferees will but shall not be allowed entitled to become the other rights of a Member unless and until such transferee becomes a substituted Members without Member. If a Member Transfers an Interest or portion thereof with the consent approval of the Board, which may the Fund shall promptly take all necessary actions so that each transferee or successor to whom such Interest or portion thereof is Transferred is admitted to the Fund as a substituted Member. The admission of any transferee as a substituted Member shall be withheld in its sole effective upon the execution and absolute discretiondelivery by, or on behalf of, such substituted Member of either a counterpart of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each transferring Member and transferee agrees to pay all expenses, including, but not limited to, including attorneys’ ' and accountants’ ' fees, incurred by the Company Fund in connection with any transfersuch Transfer. Upon the Transfer to another person or persons of a Member's entire Interest, such Member shall cease to be a member of the Fund. (b) By subscribing for an Interest, each Each transferring Member agrees to shall indemnify and hold harmless the CompanyFund, the BoardDirectors, the Investment ManagerAdviser, or each other Member, Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, costs and expenses or any judgments, fines, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transfer. (c) Each transferring Member shall indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from: (i) any transfer Transfer made by such Member in violation of this Section 4.4; 4.4 and (ii) any misrepresentation by such Member in connection with any such transferTransfer.

Transfer of Interests of Members. (a) A An Interest or portion thereof of a Member may transfer such Member’s Interest in whole or in part only: be Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, insolvency or dissolution of such Member; Member or (ii) under extremely limited circumstances, with the written consent of the Board (which may be withheld for any reason in its sole and absolute discretion). If any transferee does not meet such investor eligibility requirements as may be required established by the BoardFund from time to time, the Company Fund reserves the right to redeem repurchase its InterestInterest pursuant to Section 4.5. If the Board does not consent to a transfer Transfer by operation of law, the Company Fund shall redeem repurchase the Interest from the Member’s successor. Any transfer must comply permitted transferee shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: (x) one in which the tax basis terms of the Interest in the hands of the transferee is determinedthis Agreement, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g.,. certain gifts and contributions to family entities); or (y) to members of the transferring Member’s immediate family (siblings, spouse, parents, and children). The foregoing permitted transferees will but shall not be allowed entitled to become the other rights of a Member unless and until such transferee becomes a substituted Members without Member. If a Member Transfers an Interest or portion thereof with the consent approval of the Board, which may the Fund shall promptly take all necessary actions so that each transferee or successor to whom such Interest or portion thereof is Transferred is admitted to the Fund as a substituted Member. The admission of any transferee as a substituted Member shall be withheld in its sole effective upon the execution and absolute discretiondelivery by, or on behalf of, such substituted Member of either a counterpart of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each transferring Member and transferee agrees to pay all expenses, including, but not limited to, including attorneys’ and accountants’ fees, incurred by the Company Fund in connection with any transfersuch Transfer. Upon the Transfer to another person or persons of a Member’s entire Interest, such Member shall cease to be a member of the Fund. (b) By subscribing for an Interest, each Each transferring Member agrees to shall indemnify and hold harmless the CompanyFund, the BoardDirectors, the Investment Managerofficers of the Fund, or each other Member, Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, costs and expenses or any judgments, fines, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transfer. (c) Each transferring Member shall indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from: (i) any transfer Transfer made by such Member in violation of this Section 4.4; 4.4 and (ii) any misrepresentation by such Member in connection with any such transferTransfer.

Transfer of Interests of Members. (a) A An Interest or portion thereof of a Member may transfer such Member’s Interest in whole or in part only: be Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, insolvency or dissolution of such Member; Member or (ii) under extremely limited circumstances, with the written consent of the Board (which may be withheld for any reason in its sole and absolute discretion). In addition, the Board may not consent to a Transfer of an Interest or a portion thereof of a Member unless the person to whom such Interest is transferred (or each of such person's equity owners if such a person is a "private investment company" as defined in Rule 205-3(d)(3) under the Advisers Act, an investment company registered under the 1940 Act, or a business development company as defined under the Advisers Act) is a person whom the Board believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or successor rule thereto, or is otherwise exempt from such requirements. If any transferee does not meet such investor eligibility requirements as may be required by the Boardrequirements, the Company Fund reserves the right to redeem its Interest. If the Board does not consent to a transfer Transfer by operation of law, the Company Fund shall redeem the Interest from the Member’s 's successor. Any transfer must comply with In addition to the Securities Act. The Board generally will not consent foregoing, no Member shall be permitted to a transfer Transfer its Interest or portion thereof unless after such Transfer the transfer is: (x) one in which the tax basis balance of the Interest in Capital Account of each of the hands of transferor and the transferee is determined, in whole or in part, by reference at least equal to its tax basis in the hands amount of the transferring Member (e.g.,transferor's initial Capital Contribution. certain gifts Any permitted transferee shall be entitled to the allocations and contributions distributions allocable to family entities); or (y) the Interest so acquired and to members Transfer such Interest in accordance with the terms of the transferring Member’s immediate family (siblingsthis Agreement, spouse, parents, and children). The foregoing permitted transferees will but shall not be allowed entitled to become the other rights of a Member unless and until such transferee becomes a substituted Members without Member. If a Member Transfers an Interest or portion thereof with the consent approval of the Board, which may the Fund shall promptly take all necessary actions so that each transferee or successor to whom such Interest or portion thereof is Transferred is admitted to the Fund as a substituted Member. The admission of any transferee as a substituted Member shall be withheld in its sole effective upon the execution and absolute discretiondelivery by, or on behalf of, such substituted Member of either a counterpart of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each transferring Member and transferee agrees to pay all expenses, including, but not limited to, including attorneys’ ' and accountants’ ' fees, incurred by the Company Fund in connection with any transfersuch Transfer. Upon the Transfer to another person or persons of a Member's entire Interest, such Member shall cease to be a member of the Fund. (b) By subscribing for an Interest, each Each transferring Member agrees to shall indemnify and hold harmless the CompanyFund, the BoardDirectors, the Investment Manager, or each other Member, Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, costs and expenses or any judgments, fines, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transfer. (c) Each transferring Member shall indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from: (i) any transfer Transfer made by such Member in violation of this Section 4.4; 4.3 and (ii) any misrepresentation by such Member in connection with any such transferTransfer.

Transfer of Interests of Members. (a) A Member may transfer such Member’s Interest in whole Interests or in part only: portion thereof may be Transferred only (i) by operation of law pursuant to in connection with the death, divorce, bankruptcy, insolvency, insolvency or dissolution adjudicated incompetence of such Member; Member or (ii) under extremely limited circumstances, with the written consent of the Board (which may be withheld for any reason in its sole and absolute discretion). If any transferee does not meet such investor eligibility requirements as may be required by the Board, the Company reserves the right to redeem its Interest. If the Board does not consent to a transfer by operation of law, the Company shall redeem the Interest from the Member’s successor. Any transfer must comply with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: (x) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g.,. certain gifts and contributions to family entities); or (y) to members of the transferring Member’s immediate family (siblings, spouse, parents, and children). The foregoing permitted transferees will not be allowed to become substituted Members without the consent of the BoardFund, which may be withheld in its sole discretion. (b) The Fund may not consent to a Transfer of an Interest or portion thereof unless: (i) the person to whom such Interest is transferred (or each of such person’s beneficial owners if such a person is a “private investment company” as defined in Rule 205-3(d)(3) under the Advisers Act, an investment company registered under the Investment Company Act, or a business development company as defined under the Advisers Act) is a person whom the Fund believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or successor rule thereto, or is otherwise exempt from such requirements; and absolute discretion(ii) the Fund is provided with a properly completed investor certification in respect of the proposed transferee. The Fund may also require the Member requesting the Transfer to obtain, at the Member’s expense, an opinion of counsel selected by the Board of Managers as to such matters as the Board of Managers may reasonably request. (c) Any permitted transferee acquiring an Interest or a portion of an Interest by operation of law in connection with the death, divorce, bankruptcy, insolvency or adjudicated incompetence of the Member shall be entitled to the distributions allocable to the Interest or portion thereof so acquired, to tender the Interest or portion thereof for repurchase by the Fund and to Transfer such Interest or portion thereof in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member in accordance with the terms of this Agreement, including, without limitation, Section 2.7 hereof. (d) If a Member Transfers an Interest or portion thereof with the approval of the Fund and all of the conditions to such Transfer have been satisfied, the Fund shall as promptly as practicable take all necessary actions so that each transferee or successor to whom such Interest or portion thereof is Transferred is admitted to the Fund as a substituted Member, provided that such transferee shall have executed and delivered either a counterpart of this Agreement or an instrument, in form and substance acceptable to the Fund, that has the legal effect of making the transferee a party to this Agreement. Each transferring Member and transferee agrees to pay all reasonable expenses, including, but not limited to, attorneys’ and accountants’ feesfees and disbursements, incurred by the Company Fund in connection with any transfersuch Transfer. Upon the Transfer to another person or persons of a Member’s entire Interest, such Member shall cease to be a member of the Fund. (be) By subscribing for an Interest, each Each transferring Member agrees to shall indemnify and hold harmless the CompanyFund, the BoardBoard of Managers, the Investment Manager, or Adviser and each other Member, and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, costs and expenses or any judgments, fines, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transfer. (c) Each transferring Member shall indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from: (i) any transfer Transfer made by such Member in violation of this Section 4.4; 4.3, and (ii) any misrepresentation by such Member in connection with any such transferTransfer.

Transfer of Interests of Members. (a) A Member may transfer such Member’s Interest in whole or in part only: portion thereof may be Transferred only (i) by operation of law pursuant to in connection with the death, divorce, bankruptcy, insolvency, insolvency or dissolution adjudicated incompetence of such Member; Member or (ii) under extremely limited circumstances, with the written consent of the Board (which may be withheld for any reason in its sole and absolute discretion). If any transferee does not meet such investor eligibility requirements as may be required by the Board, the Company reserves the right to redeem its Interest. If the Board does not consent to a transfer by operation of law, the Company shall redeem the Interest from the Member’s successor. Any transfer must comply with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: (x) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g.,. certain gifts and contributions to family entities); or (y) to members of the transferring Member’s immediate family (siblings, spouse, parents, and children). The foregoing permitted transferees will not be allowed to become substituted Members without the consent of the BoardFund, which may be withheld in its sole discretion. (b) The Fund may not consent to a Transfer of an Interest or portion thereof unless: (i) the person to whom such Interest is transferred (or each of such person’s beneficial owners if such a person is a “private investment company” as defined in Rule 205-3(d)(3) under the Advisers Act, an investment company registered under the Investment Company Act, or a business development company as defined under the Advisers Act) is a person whom the Fund believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or successor rule thereto, or is otherwise exempt from such requirements; and absolute discretion(ii) the Fund is provided with a properly completed investor certification in respect of the proposed transferee. The Fund may also require the Member requesting the Transfer to obtain, at the Member’s expense, an opinion of counsel selected by the Board of Managers as to such matters as the Board of Managers may reasonably request. (c) Any permitted transferee acquiring an Interest or a portion of an Interest by operation of law in connection with the death, divorce, bankruptcy, insolvency or adjudicated incompetence of the Member shall be entitled to the allocations and distributions allocable to the Interest or portion thereof so acquired, to tender the Interest or portion thereof for repurchase by the Fund and to Transfer such Interest or portion thereof in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member in accordance with the terms of this Agreement, including, without limitation, Section 2.7 hereof. (d) If a Member Transfers an Interest or portion thereof with the approval of the Fund and all of the conditions to such Transfer have been satisfied, the Fund shall as promptly as practicable take all necessary actions so that each transferee or successor to whom such Interest or portion thereof is Transferred is admitted to the Fund as a substituted Member, provided that such transferee shall have executed and delivered either a counterpart of this Agreement or an instrument, in form and substance acceptable to the Fund, that has the legal effect of making the transferee a party to this Agreement. Each transferring Member and transferee agrees to pay all reasonable expenses, including, but not limited to, attorneys’ and accountants’ feesfees and disbursements, incurred by the Company Fund in connection with any transfersuch Transfer. Upon the Transfer to another person or persons of a Member’s entire Interest, such Member shall cease to be a member of the Fund. (be) By subscribing for an Interest, each Each transferring Member agrees to shall indemnify and hold harmless the CompanyFund, the BoardBoard of Managers, the Investment Manager, or Adviser and each other Member, and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, costs and expenses or any judgments, fines, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transfer. (c) Each transferring Member shall indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from: (i) any transfer Transfer made by such Member in violation of this Section 4.4; 4.3, and (ii) any misrepresentation by such Member in connection with any such transferTransfer.

Transfer of Interests of Members. (a) A Member may transfer such Member’s Interest in whole or in part only: (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, or dissolution of such Member; or (ii) under extremely limited circumstances, with the written consent of the Board (which may be withheld for any reason in its sole and absolute discretion). If any transferee does not meet such investor eligibility requirements as may be required by the Board, the Company reserves the right to redeem its Interest. If the Board does not consent to a transfer by operation of law, the Company shall redeem the Interest from the Member’s successor. Any transfer must comply with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: (x) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g.,. , certain gifts and contributions to family entities); or (y) to members of the transferring Member’s immediate family (siblings, spouse, parents, and children). The foregoing permitted transferees will not be allowed to become substituted Members without the consent of the Board, which may be withheld in its sole and absolute discretion. Each transferring Member and transferee agrees to pay all expenses, including, but not limited to, attorneys’ and accountants’ fees, incurred by the Company in connection with any transfer. (b) By subscribing for an Interest, each Member agrees to indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member, and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 4.3 or any misrepresentation made by that Member in connection with any such transfer. (c) Each transferring Member shall indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from: (i) any transfer made by such Member in violation of this Section 4.44.3; and (ii) any misrepresentation by such Member in connection with any such transfer.

Transfer of Interests of Members. (a) A An Interest held by a Member may transfer such Member’s Interest be transferred in whole or in part only: (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, or dissolution of such Member; or (ii) under extremely limited circumstances, with the written consent of the Board (which may be withheld for any reason in its sole and absolute discretion). If any transferee does not meet such investor eligibility requirements as may be required by the Boardrequirements, the Company Master Fund reserves the right to redeem its Interest. If the Board does not consent to a transfer by operation of law, the Company Master Fund shall redeem the Interest from the Member’s 's successor. Any transfer must comply with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: (xi) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g.e.g,. certain gifts and contributions to family entities); or (yii) to members of the transferring Member’s 's immediate family (siblings, spouse, parents, and children). The foregoing permitted transferees will not be allowed to become substituted Members without the consent of the Board, which may be withheld in its sole and absolute discretion. Each transferring Member and transferee agrees to pay all expenses, including, but not limited tolimited, to attorneys’ ' and accountants’ ' fees, incurred by the Company Master Fund in connection with any transfer. (b) By subscribing for an Interest, each Member agrees to indemnify and hold harmless the CompanyMaster Fund, the Board, the Investment ManagerAdviser, or each other Member, and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transfer. (c) Each transferring Member shall indemnify and hold harmless the CompanyMaster Fund, the Board, the Investment ManagerAdviser, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from: (i) any transfer made by such Member in violation of this Section 4.4; and (ii) any misrepresentation by such Member in connection with any such transfer.

Transfer of Interests of Members. (a) A An Interest of a Member may transfer such Member’s Interest in whole or in part only: be Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution or dissolution adjudication of incompetency of such Member; Member or (ii) under extremely limited circumstances, with the written consent of the Board of Managers (which may be withheld for any reason in its sole and absolute discretion). If any transferee does not meet such investor eligibility requirements as may be required by the Board; provided, the Company reserves the right to redeem its Interest. If however, that the Board does of Managers may not consent to any Transfer other than a transfer by operation of law, the Company shall redeem the Interest from the Member’s successor. Any transfer must comply with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: Transfer (xi) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member transferor (e.g.,. , certain Transfers to affiliates, gifts and contributions to family entitiespartnerships); or , (yii) to members of the transferring Member’s 's immediate family (siblingsbrothers, sisters, spouse, parents, parents and children), (iii) as a distribution from a qualified retirement plan or an individual retirement account, or (iv) a Transfer to which the Board of Managers may consent pursuant to the following sentence. The foregoing permitted transferees Board of Managers may consent to other pledges, transfers, or assignments under such other circumstances and conditions as it, in its sole discretion, deems appropriate; provided, however, that prior to any such pledge, transfer, or assignment, the Board of Managers shall consult with counsel to the Fund to ensure that such pledge, transfer, or assignment will not cause the Fund to be allowed to become substituted Members treated as a "publicly traded partnership" taxable as a corporation. In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, Board of Managers which may be withheld in its sole and absolute discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.3 shall be void unless it consults with counsel to the Master Fund and counsel to the Master Fund confirms that such Transfer will not cause the Master Fund to be treated as a "publicly traded partnership" taxable as a corporation. (b) The Board of Managers may not consent to a Transfer of an Interest or a portion thereof of a Member unless: (i) the person to whom such Interest is Transferred (or each of the person's beneficial owners if such person is a "private investment company" as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board of Managers believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act, or any successor rule thereto; and (ii) the entire Interest of the Member is Transferred to a single transferee or, after the Transfer of a portion of an Interest, the balance of the Capital Account of each of the transferee and transferor is not less than $100,000 or such lesser amount as may be established by the Board of Managers. Any transferee that acquires an Interest by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution or adjudication of incompetency of a Member or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. If a Member transfers an Interest with the approval of the Board of Managers, the Board of Managers shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Master Fund as a Member. Each transferring Member effecting a Transfer and its transferee agrees agree to pay all expenses, including, but not limited to, including attorneys’ ' and accountants’ ' fees, incurred by the Company Master Fund in connection with any transfersuch Transfer. (bc) By subscribing for an Interest, each Each Member agrees to shall indemnify and hold harmless the CompanyMaster Fund, the BoardManagers, the Investment ManagerAdviser, or each other Member, Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, costs and expenses or any judgments, fines, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transfer. (c) Each transferring Member shall indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from: (i) any transfer Transfer made by such Member in violation of this Section 4.4; 4.3 and (ii) any misrepresentation by such Member in connection with any such transferTransfer.

Transfer of Interests of Members. (a) A Member may transfer such Member’s Interest Except as provided in whole Section 4.2, Section 6.1(c), Section 6.2, Article VII or in part only: (i) by operation of law pursuant to the deathPledge Agreements, divorceno Member may, bankruptcydirectly or indirectly, insolvencytransfer, assign, sell, pledge, hypothecate, encumber or otherwise dispose (voluntarily or involuntarily) of its Interest (or any part thereof), or dissolution of such Member; any right or interest therein (ii) under extremely limited circumstancesa "Transfer"), with the written consent of the Board (which may be withheld for any reason in its sole and absolute discretion). If any transferee does not meet such investor eligibility requirements as may be required by the Board, the Company reserves the right to redeem its Interest. If the Board does not consent to a transfer by operation of law, the Company shall redeem the Interest from the Member’s successor. Any transfer must comply with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: (x) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g.,. certain gifts and contributions to family entities); or (y) to members of the transferring Member’s immediate family (siblings, spouse, parents, and children). The foregoing permitted transferees will not be allowed to become substituted Members without the consent of the Boardother Members' consent, which consent may be withheld in its such non-transferring Members' sole and absolute discretion. Each transferring Member and For purposes of this Section 6.1(a), a sale of Interpublic or All American shall not be deemed to be a Transfer. Any attempted disposition or substitution without such consent shall be void. No such transfer or substitution (other than pursuant to the Pledge Agreements) shall be valid unless the transferee agrees to pay be bound by this Agreement and to assume all expensesof the obligations of the transferring Member under this Agreement with respect to such transferred Interest and executes such documents as may be necessary, in the reasonable opinion of the non-transferring Members, to assume such obligations including, but not limited towithout limitation, attorneys’ an amendment to the Articles of Organization. If, notwithstanding the immediately preceding sentence, any such transfer is held by a court of competent jurisdiction to be effective, then the provisions of this Agreement shall apply to the transferee and accountants’ fees, incurred by the Company in connection with to any transfersubsequent transferee as fully as if such transferee were a party hereto. (b) By subscribing for an Interest, each Each Member hereby agrees to indemnify and hold harmless that any Transfer of Interests permitted under this Agreement shall result in the Company, the Board, the Investment Manager, or each other Member, and any Affiliate Transfer of all of the foregoing against all lossesrights, claims, damages, liabilities, costs, benefits and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, privileges of the transferor Member under this Agreement with respect to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transferInterest. (c) Each transferring Member shall indemnify and hold harmless the Companymay Transfer all, the Boardbut not less than all, the Investment Managerof its Interest to any direct or indirect wholly-owned subsidiary of All American or Interpublic; provided, or each other Member and any Affiliate of the foregoing against all losseshowever, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any that prior to such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from: Transfer (i) any transfer made by such Affiliate shall (A) execute and deliver to the Company a written agreement, satisfactory in substance and form to the non-transferring Members, assuming all of the obligations of the transferor Member and (B) agree that it will not cease to be an Affiliate of such transferor Member unless, prior to the time the transferee ceases to be such an Affiliate, such transferee transfers to such Member in violation of this Section 4.4; its Interest and (ii) any misrepresentation by such the transferring Member in connection with any such transfer.executes and delivers one or more written agreements, reasonably satisfactory to the non-transferring Members, pursuant to which it agrees to remain liable for the obligations of the transferee hereunder and, if the transferring Member is an All American Member, to grant to the Interpublic Members a second priority

Transfer of Interests of Members. (a) A An Interest or portion thereof of a Member may transfer such Member’s Interest in whole or in part only: be Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, insolvency or dissolution of such Member; Member or (ii) under extremely limited circumstances, with the written consent of the Board (which may be withheld for any reason in its sole and absolute discretion). In addition, the Board may not consent to a Transfer of an Interest or a portion thereof of a Member unless the person to whom such Interest is transferred (or each of such person’s equity owners if such a person is a “private investment company” as defined in Rule 205-3(d)(3) under the Advisers Act, an investment company registered under the 1940 Act, or a business development company as defined under the Advisers Act) is a person whom the Board believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or successor rule thereto, or is otherwise exempt from such requirements. If any transferee does not meet such investor eligibility requirements as may be required by the Boardrequirements, the Company Fund reserves the right to redeem its Interest. If the Board does not consent to a transfer Transfer by operation of law, the Company Fund shall redeem the Interest from the Member’s successor. Any transfer must comply permitted transferee shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: (x) one in which the tax basis terms of the Interest in the hands of the transferee is determinedthis Agreement, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g.,. certain gifts and contributions to family entities); or (y) to members of the transferring Member’s immediate family (siblings, spouse, parents, and children). The foregoing permitted transferees will but shall not be allowed entitled to become the other rights of a Member unless and until such transferee becomes a substituted Members without Member. If a Member Transfers an Interest or portion thereof with the consent approval of the Board, which may the Fund shall promptly take all necessary actions so that each transferee or successor to whom such Interest or portion thereof is Transferred is admitted to the Fund as a substituted Member. The admission of any transferee as a substituted Member shall be withheld in its sole effective upon the execution and absolute discretiondelivery by, or on behalf of, such substituted Member of either a counterpart of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each transferring Member and transferee agrees to pay all expenses, including, but not limited to, including attorneys’ and accountants’ fees, incurred by the Company Fund in connection with any transfersuch Transfer. Upon the Transfer to another person or persons of a Member’s entire Interest, such Member shall cease to be a member of the Fund. (b) By subscribing for an Interest, each Each transferring Member agrees to shall indemnify and hold harmless the CompanyFund, the BoardDirectors, the Investment ManagerAdviser, or each other Member, Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, costs and expenses or any judgments, fines, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transfer. (c) Each transferring Member shall indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from: (i) any transfer Transfer made by such Member in violation of this Section 4.4; 4.4 and (ii) any misrepresentation by such Member in connection with any such transferTransfer.

Transfer of Interests of Members. (a) A Member may transfer such Member’s Interest in whole or in part only: portion thereof may be Transferred only (i) by operation of law pursuant to in connection with the death, divorce, bankruptcy, insolvency, insolvency or dissolution adjudicated incompetence of such Member; Member or (ii) under extremely limited circumstances, with the written consent of the Board (which may be withheld for any reason in its sole and absolute discretion). If any transferee does not meet such investor eligibility requirements as may be required by the Board, the Company reserves the right to redeem its Interest. If the Board does not consent to a transfer by operation of law, the Company shall redeem the Interest from the Member’s successor. Any transfer must comply with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: (x) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g.,. certain gifts and contributions to family entities); or (y) to members of the transferring Member’s immediate family (siblings, spouse, parents, and children). The foregoing permitted transferees will not be allowed to become substituted Members without the consent of the BoardFund, which may be withheld in its sole discretion. (b) The Fund may not consent to a Transfer of an Interest or portion thereof unless: (i) the Person to whom such Interest is transferred (or each of such Person’s beneficial owners if such a Person is a “private investment company” as defined in Rule 205-3(d)(3) under the Advisers Act, an investment company registered under the Investment Company Act, or a business development company as defined under the Advisers Act) is a Person whom the Fund believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or successor rule thereto, or is otherwise exempt from such requirements; and absolute discretion(ii) the Fund is provided with a properly completed investor certification in respect of the proposed transferee. The Fund may also require the Member requesting the Transfer to obtain, at the Member’s expense, an opinion of counsel selected by the Board of Managers as to such matters as the Board of Managers may reasonably request. (c) Any permitted transferee acquiring an Interest or a portion of an Interest by operation of law in connection with the death, divorce, bankruptcy, insolvency or adjudicated incompetence of the Member shall be entitled to the allocations and distributions allocable to the Interest or portion thereof so acquired, to tender the Interest or portion thereof for repurchase by the Fund and to Transfer such Interest or portion thereof in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member in accordance with the terms of this Agreement, including, without limitation, Section 2.7 hereof. (d) If a Member Transfers an Interest or portion thereof with the approval of the Fund and all of the conditions to such Transfer have been satisfied, the Fund shall as promptly as practicable take all necessary actions so that each transferee or successor to whom such Interest or portion thereof is Transferred is admitted to the Fund as a substituted Member, provided that such transferee shall have executed and delivered either a counterpart of this Agreement or an instrument, in form and substance acceptable to the Fund, that has the legal effect of making the transferee a party to this Agreement. Each transferring Member and transferee agrees to pay all reasonable expenses, including, but not limited to, attorneys’ and accountants’ feesfees and disbursements, incurred by the Company Fund in connection with any transfersuch Transfer. Upon the Transfer to another Person or Persons of a Member’s entire Interest, such Member shall cease to be a Member of the Fund. (be) By subscribing for an Interest, each Each transferring Member agrees to shall indemnify and hold harmless the CompanyFund, the BoardBoard of Managers, the Investment Manager, or and each other MemberMember (including the Adviser and the Sub-Adviser), and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transfer. (c) Each transferring Member shall indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, costs and expenses or any judgments, fines, fines and amounts paid in settlement), joint or several, to which such persons Persons may become subject by reason of or arising from: from (i) any transfer Transfer made by such Member in violation of this Section 4.4; , and (ii) any misrepresentation by such Member in connection with any such transferTransfer.

Transfer of Interests of Members. (a) A Member may transfer such Member’s Interest in whole or in part only: portion thereof may be Transferred only (i) by operation of law pursuant to in connection with the death, divorce, bankruptcy, insolvency, insolvency or dissolution adjudicated incompetence of such Member; Member or (ii) under extremely limited circumstances, with the written consent of the Board (which may be withheld for any reason in its sole and absolute discretion). If any transferee does not meet such investor eligibility requirements as may be required by the Board, the Company reserves the right to redeem its Interest. If the Board does not consent to a transfer by operation of law, the Company shall redeem the Interest from the Member’s successor. Any transfer must comply with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: (x) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g.,. certain gifts and contributions to family entities); or (y) to members of the transferring Member’s immediate family (siblings, spouse, parents, and children). The foregoing permitted transferees will not be allowed to become substituted Members without the consent of the BoardFund, which may be withheld in its sole discretion. (b) The Fund may not consent to a Transfer of an Interest or portion thereof unless: (i) the person to whom such Interest is transferred (or each of such person’s beneficial owners if such a person is a “private investment company” as defined in Rule 205-3(d)(3) under the Advisers Act, an investment company registered under the Investment Company Act, or a business development company as defined under the Advisers Act) is a person whom the Fund believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or successor rule thereto, or is otherwise exempt from such requirements; and absolute discretion(ii) the Fund is provided with a properly completed investor certification in respect of the proposed transferee. The Fund may also require the Member requesting the Transfer to obtain, at the Member’s expense, an opinion of counsel selected by the Board of Managers as to such matters as the Board of Managers may reasonably request. (c) Any permitted transferee acquiring an Interest or a portion of an Interest by operation of law in connection with the death, divorce, bankruptcy, insolvency or adjudicated incompetence of the Member shall be entitled to the allocations and distributions allocable to the Interest or portion thereof so acquired, to tender the Interest or portion thereof for repurchase by the Fund and to Transfer such Interest or portion thereof in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member in accordance with the terms of this Agreement, including, without limitation, Section 2.7 hereof. (d) If a Member Transfers an Interest or portion thereof with the approval of the Fund and all of the conditions to such Transfer have been satisfied, the Fund shall as promptly as practicable take all necessary actions so that each transferee or successor to whom such Interest or portion thereof is Transferred is admitted to the Fund as a substituted Member, provided that such transferee shall have executed and delivered either a counterpart of this Agreement or an instrument, in form and substance acceptable to the Fund, that has the legal effect of making the transferee a party to this Agreement. Each transferring Member and transferee agrees to pay all reasonable expenses, including, but not limited to, attorneys’ and accountants’ feesfees and disbursements, incurred by the Company Fund in connection with any transfersuch Transfer. Upon the Transfer to another person or persons of a Member’s entire Interest, such Member shall cease to be a member of the Fund. (be) By subscribing for an Interest, each Each transferring Member agrees to shall indemnify and hold harmless the CompanyFund, the BoardBoard of Managers, the Investment Manager, or Adviser and each other Member, and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, costs and expenses or any judgments, fines, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transfer. (c) Each transferring Member shall indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from: (i) any transfer Transfer made by such Member in violation of this Section 4.4; , and (ii) any misrepresentation by such Member in connection with any such transferTransfer.

Transfer of Interests of Members. (a) A An Interest of a Member may transfer such Member’s Interest in whole or in part only: be Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution or dissolution incompetency of such Member; Member or (ii) under extremely limited circumstances, with the written consent of the Board of Managers (which may be withheld for any reason in its sole and absolute discretion). If any transferee does not meet such investor eligibility requirements as may be required by the Board; provided, the Company reserves the right to redeem its Interest. If however, that the Board does of Managers may not consent to any Transfer other than a transfer by operation of law, the Company shall redeem the Interest from the Member’s successor. Any transfer must comply with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: Transfer (xi) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member transferor (e.g.,. , certain Transfers to affiliates, gifts and contributions to family entitiespartnerships); or , (yii) to members of the transferring Member’s immediate family (siblingsbrothers, sisters, spouse, parents, parents and children), (iii) as a distribution from a qualified retirement plan or an individual retirement account, or (iv) a Transfer to which the Board of Managers may consent pursuant to the following sentence. The foregoing permitted transferees Board of Managers may consent to other pledges, transfers, or assignments under such other circumstances and conditions as it, in its sole discretion, deems appropriate; provided, however, that prior to any such pledge, transfer, or assignment, the Board of Managers shall consult with counsel to the Fund to ensure that such pledge, transfer, or assignment will not cause the Fund to be allowed to become substituted Members treated as a “publicly traded partnership” taxable as a corporation. In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, Board of Managers which may be withheld in its sole and absolute discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.3 shall be void. (b) The Board of Managers may not consent to a Transfer of an Interest or a portion thereof of a Member unless; (i) the person to whom the Interest is Transferred (or each of the person’s beneficial owners if such a person is a “private investment company” as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board of Managers believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto; and (ii) the entire Interest of the Member is Transferred to a single transferee or, after the Transfer of a portion of an Interest, the balance of the Capital Account of each of the transferee and transferor is not less than $100,000. Such minimum Capital Account balance may be reduced or waived by the Board of Managers or the Manager. Any transferee that acquires an Interest by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution or incompetency of a Member or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. If a Member transfers an Interest with the approval of the Board of Managers, the Board of Managers shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Fund as a Member. Each transferring Member effecting a Transfer and its transferee agrees agree to pay all expenses, including, but not limited to, including attorneys’ and accountants’ fees, incurred by the Company Fund in connection with any transfersuch Transfer. (bc) By subscribing for an Interest, each Each Member agrees to shall indemnify and hold harmless the CompanyFund, the BoardManagers, the Investment Manager, or each other Member, Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, costs and expenses or any judgments, fines, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transfer. (c) Each transferring Member shall indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from: (i) any transfer Transfer made by such Member in violation of this Section 4.4; 4.3 and (ii) any misrepresentation by such Member in connection with any such transferTransfer.

Transfer of Interests of Members. (a) A Member may transfer such Member’s Interest Units, Preferred Units or any other beneficial or other interest in whole or in part only: the Fund may be Transferred (i) by operation of law pursuant to in connection with the death, divorce, bankruptcy, insolvency, insolvency or dissolution adjudicated incompetence of such Member; Member or (ii) under extremely limited circumstances, with the written consent of the Fund/Board of Managers, which shall only be permitted to withhold its consent if the requirements set forth in Section 4.3(b) are not met. (which b) The Fund/Board of Managers may be withheld for any reason in its sole and absolute discretion). If any transferee does not meet such investor eligibility requirements as may be required by the Board, the Company reserves the right to redeem its Interest. If the Board does not consent to a transfer Transfer unless: (i) the person to whom such Transfer is made (or each of such person’s beneficial owners if such a person is a “private investment company” as defined in Rule 205-3(d)(3) under the Advisers Act, an investment company registered under the Investment Company Act, or a business development company as defined under the Advisers Act) is a person whom the Fund/Board of Managers believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or successor rule thereto, or is otherwise exempt from such requirements; (ii) the Fund/Board of Managers is provided with a properly completed investor certification in respect of the proposed transferee; (iii) the Transfer complies with the provisions set forth in Schedule A attached hereto, and (iv) in the opinion of legal counsel for the Fund, the Transfer would not adversely affect the Fund's ability to qualify as a REIT. The Fund/Board of Managers may also require the Member requesting the Transfer to obtain, at the Member’s expense, an opinion of counsel selected by the Board of Managers as to such matters as the Board of Managers may reasonably request. (c) Any permitted transferee acquiring Units or Preferred Units by operation of lawlaw in connection with the death, divorce, bankruptcy, insolvency or adjudicated incompetence of the Member shall be entitled to the allocations and distributions allocable to the Units or Preferred Units thereof so acquired and to Transfer such Units or Preferred Units in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member in accordance with the terms of this Agreement, including, without limitation, Section 2.7 hereof. (d) If a Member Transfers Units or Preferred Units with the approval of the Fund and all of the conditions to such Transfer have been satisfied, the Company Fund shall redeem as promptly as practicable take all necessary actions so that each transferee or successor to whom such Units or Preferred Units are Transferred is admitted to the Interest from Fund as a substituted Member, provided that such transferee shall have executed and delivered either a counterpart of this Agreement or an instrument, in form and substance acceptable to the Member’s successor. Any transfer must comply with Fund, that has the Securities Act. The Board generally will not consent to a transfer unless the transfer is: (x) one in which the tax basis legal effect of the Interest in the hands of making the transferee is determined, in whole or in part, by reference a party to its tax basis in the hands of the transferring Member (e.g.,. certain gifts and contributions to family entities); or (y) to members of the transferring Member’s immediate family (siblings, spouse, parents, and children). The foregoing permitted transferees will not be allowed to become substituted Members without the consent of the Board, which may be withheld in its sole and absolute discretionthis Agreement. Each transferring Member and transferee agrees to pay all reasonable expenses, including, but not limited to, attorneys’ and accountants’ feesfees and disbursements, incurred by the Company Fund in connection with any transfersuch Transfer. Upon the Transfer to another person or persons of all of a Member’s Units and Preferred Units, such Member shall cease to be a Member of the Fund. (be) By subscribing for an Interest, each Each transferring Member agrees to shall indemnify and hold harmless the CompanyFund, the BoardBoard of Managers, the Investment Manager, or Adviser and each other Member, and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, costs and expenses or any judgments, fines, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transfer. (c) Each transferring Member shall indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from: (i) any transfer Transfer made by such Member in violation of this Section 4.4; 4.3, and (ii) any misrepresentation by such Member in connection with any such transferTransfer.

Transfer of Interests of Members. (a) A An Interest or portion thereof of a Member may transfer such Member’s Interest in whole or in part only: be Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, insolvency or dissolution of such Member; Member or (ii) under extremely limited circumstances, with the written consent of the Board (which may be withheld for any reason in its sole and absolute discretion). In addition, the Board may not consent to a Transfer of an Interest or a portion thereof of a Member unless the person to whom such Interest is transferred (or each of such person's equity owners if such a person is a "private investment company" as defined in Rule 205-3(d)(3) under the Advisers Act, an investment company registered under the 1940 Act, or a business development company as defined under the Advisers Act) is a person whom the Board believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or successor rule thereto, or is otherwise exempt from such requirements. If any transferee does not meet such investor eligibility requirements as may be required established by the BoardFund from time to time, the Company Fund reserves the right to redeem its InterestInterest pursuant to Section 4.6. If the Board does not consent to a transfer Transfer by operation of law, the Company Fund shall redeem the Interest from the Member’s 's successor. Any transfer must comply permitted transferee shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: (x) one in which the tax basis terms of the Interest in the hands of the transferee is determinedthis Agreement, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g.,. certain gifts and contributions to family entities); or (y) to members of the transferring Member’s immediate family (siblings, spouse, parents, and children). The foregoing permitted transferees will but shall not be allowed entitled to become the other rights of a Member unless and until such transferee becomes a substituted Members without Member. If a Member Transfers an Interest or portion thereof with the consent approval of the Board, which may the Fund shall promptly take all necessary actions so that each transferee or successor to whom such Interest or portion thereof is Transferred is admitted to the Fund as a substituted Member. The admission of any transferee as a substituted Member shall be withheld in its sole effective upon the execution and absolute discretiondelivery by, or on behalf of, such substituted Member of either a counterpart of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each transferring Member and transferee agrees to pay all expenses, including, but not limited to, including attorneys’ ' and accountants’ ' fees, incurred by the Company Fund in connection with any transfersuch Transfer. Upon the Transfer to another person or persons of a Member's entire Interest, such Member shall cease to be a member of the Fund. (b) By subscribing for an Interest, each Each transferring Member agrees to shall indemnify and hold harmless the CompanyFund, the BoardDirectors, Officers, HSBCAdmin, the Investment ManagerAdviser, or each other Member, Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, costs and expenses or any judgments, fines, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transfer. (c) Each transferring Member shall indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from: (i) any transfer Transfer made by such Member in violation of this Section 4.4; 4.4 and (ii) any misrepresentation by such Member in connection with any such transferTransfer.

Transfer of Interests of Members. (a) A An Interest of a Member (or portion thereof) may transfer such Member’s Interest in whole or in part only: be Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution, or dissolution incompetency of such Member; Member or (ii) under extremely limited circumstances, with the written consent of the Board (which may be withheld for any reason in its sole and absolute discretion). If any transferee does not meet such investor eligibility requirements as may be required by the Board; provided, the Company reserves the right to redeem its Interest. If however, that the Board does may not consent to any Transfer other than a transfer by operation of law, the Company shall redeem the Interest from the Member’s successor. Any transfer must comply with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: Transfer (xi) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member transferor (e.g.,. , certain gifts Transfers to affiliates, gifts, and contributions to family entitiespartnerships); or , (yii) to members of the transferring Member’s 's immediate family (siblingsbrothers, sisters, spouse, parents, and children), (iii) as a distribution from a qualified retirement plan or an individual retirement account, or (iv) a Transfer to which the Board may consent pursuant to the following sentence. The foregoing permitted transferees Board may consent to other pledges, transfers, or assignments under such other circumstances and conditions as it, in its sole discretion, deems appropriate; provided, however, that prior to any such pledge, transfer, or assignment, the Board shall consult with counsel to the Portfolio Company to ensure that such pledge, transfer, or assignment will not cause the Portfolio Company to be allowed to become substituted Members treated as a "publicly traded partnership" taxable as a corporation. In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, Board which may be withheld in its sole and absolute discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.3 shall be void. (b) The Board may not consent to a Transfer of an Interest of a Member (or portion thereof) unless: (i) the person to whom the Interest is Transferred (or each of the person's beneficial owners if such a person is a "private investment company" as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board believes is a "Qualified Investor" as described in Form N-2; and (ii) the entire Interest of the Member is Transferred to a single transferee or, after the Transfer of less than all the Member's Interest, the balance of the Capital Account of each of the transferee and transferor is not less than $10,000. Any transferee that acquires an Interest by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution, or incompetency of a Member or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. If a Member transfers an Interest (or portion thereof) with the approval of the Board, the Board shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Portfolio Company as a Member. Each transferring Member effecting a Transfer and its transferee agrees agree to pay all expenses, including, but not limited to, including attorneys’ ' and accountants’ ' fees, incurred by the Portfolio Company in connection with any transfer. (b) By subscribing for an Interest, each Member agrees to indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member, and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transferTransfer. (c) Each transferring Member shall indemnify and hold harmless the Portfolio Company, the BoardManagers, the Investment Manager, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from: from (i) any transfer Transfer made by such Member in violation of this Section 4.4; 4.3 and (ii) any misrepresentation by such Member in connection with any such transferTransfer.

Transfer of Interests of Members. (a) A Member An Interest may transfer such Member’s Interest in whole or in part only: be transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution or dissolution incompetency of such Member; a Member or (ii) under extremely limited circumstances, with the written consent of the Board of Directors (which may be withheld for any reason in its sole and absolute discretion). If any transferee does not meet such investor eligibility requirements as may be required by the Board; provided, the Company reserves the right to redeem its Interest. If however, that the Board does of Directors may not consent to any transfer other than a transfer by operation of law, the Company shall redeem the Interest from the Member’s successor. Any transfer must comply with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: (xA) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member transferor (e.g.,. , certain transfers to affiliates, gifts and contributions to family entitiespartnerships); or , (yB) to members of the transferring Member’s 's immediate family (siblingsbrothers, sisters, spouse, parents, parents and children), (C) a distribution from a qualified retirement plan or an individual retirement account, or (D) that represents a "block transfer" within the meaning of Regulations Section 1.7704-1(e)(2). (b) The Board of Directors may not consent to a transfer of Interest or a portion thereof of a Member unless the person to whom the Interest is transferred meets any eligibility standards established by the Board of Directors from time to time as described in Schedule I of this Agreement. The foregoing permitted transferees will Any transferee that acquires an Interest by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution or incompetency of a Member or otherwise shall be entitled to the allocations and distributions allocable to the Interest so acquired and to transfer such Interest in accordance with the terms of this Agreement, but shall not be allowed entitled to become the other rights of a Member unless and until such transferee becomes a substituted Members without Member. If a Member transfers an Interest with the consent approval of the BoardBoard of Directors, which may be withheld in its sole and absolute discretionthe Board of Directors shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company as a Member. Each transferring Member effecting a transfer and its transferee agrees agree to pay all expenses, including, but not limited to, including attorneys’ ' and accountants’ ' fees, incurred by the Company in connection with any such transfer. (bc) By subscribing for an Interest, each Each Member agrees to shall indemnify and hold harmless the Company, the BoardDirectors, the Investment ManagerAdviser, or each other Member, Member and any Affiliate affiliate of the foregoing against all losses, claims, damages, liabilities, costs, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, costs and expenses or any judgments, fines, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transfer. (c) Each transferring Member shall indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from: (i) any transfer made by such Member in violation of this Section 4.4; 3.04 and (ii) any misrepresentation by such Member in connection with any such transfer.

Transfer of Interests of Members. (a) A An Interest or portion thereof of a Member may transfer such Member’s Interest in whole or in part only: be Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, insolvency or dissolution of such Member; Member or (ii) under extremely limited circumstances, with the written consent of the Board (which may be withheld for any reason in its sole and absolute discretion). In addition, the Board may not consent to a Transfer of an Interest or a portion thereof of a Member unless the person to whom such Interest is transferred (or each of such person's equity owners if such a person is a "private investment company" as defined in Rule 205-3(d)(3) under the Advisers Act, an investment company registered under the 1940 Act, or a business development company as defined under the Advisers Act) is a person whom the Board believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or successor rule thereto, or is otherwise exempt from such requirements. If any transferee does not meet such investor eligibility requirements as may be required by the Boardrequirements, the Company Fund reserves the right to redeem its Interest pursuant to Section 4.6. In addition to the foregoing, no Member shall be permitted to Transfer its Interest or portion thereof unless after such Transfer the balance of the Capital Account of the transferee, and of the Member Transferring less than its entire Interest, is at least equal to the amount of the Member's initial Capital Contribution. Any permitted transferee shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. If the Board does not consent to a transfer by operation of law, the Company shall redeem the Member Transfers an Interest from the Member’s successor. Any transfer must comply or portion thereof with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: (x) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g.,. certain gifts and contributions to family entities); or (y) to members of the transferring Member’s immediate family (siblings, spouse, parents, and children). The foregoing permitted transferees will not be allowed to become substituted Members without the consent approval of the Board, which may the Fund shall promptly take all necessary actions so that each transferee or successor to whom such Interest or portion thereof is Transferred is admitted to the Fund as a substituted Member. The admission of any transferee as a substituted Member shall be withheld in its sole effective upon the execution and absolute discretiondelivery by, or on behalf of, such substituted Member of this Agreement or a counterpart hereof. Any transferee admitted to the Fund as a substituted Member shall be a Group 1 Member if the transferor Member was a Group 1 Member and shall be a Group 2 Member if the transferor Member was a Group 2 Member. Each transferring Member and transferee agrees to pay all expenses, including, but not limited to, including attorneys’ ' and accountants’ ' fees, incurred by the Company Fund in connection with any transfersuch Transfer. Upon the Transfer to another person or persons of a Member's entire Interest, such Member shall cease to be a member of the Fund. (b) By subscribing for an Interest, each Each transferring Member agrees to shall indemnify and hold harmless the CompanyFund, the BoardDirectors, PWAdmin, the Investment ManagerAdviser, or each other Member, Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, costs and expenses or any judgments, fines, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transfer. (c) Each transferring Member shall indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from: (i) any transfer Transfer made by such Member in violation of this Section 4.4; 4.4 and (ii) any misrepresentation by such Member in connection with any such transferTransfer.

Transfer of Interests of Members. (a) A An Interest of a Member may transfer such Member’s Interest in whole or in part only: be Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution or dissolution adjudication of incompetency of such Member; Member or (ii) under extremely limited circumstances, with the written consent of the Board of Managers (which may be withheld for any reason in its sole and absolute discretion). If any transferee does not meet such investor eligibility requirements as may be required by the Board; PROVIDED, the Company reserves the right to redeem its Interest. If HOWEVER, that the Board does of Managers may not consent to any Transfer other than a transfer by operation of law, the Company shall redeem the Interest from the Member’s successor. Any transfer must comply with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: Transfer (xi) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member transferor, (e.g.,. certain gifts and contributions to family entities); or (yii) to members of the transferring Member’s 's immediate family (siblingsbrothers, sisters, spouse, parents, parents and children), (iii) as a distribution from a qualified retirement plan or an individual retirement account, or (iv) a Transfer to which the Board of Managers may consent pursuant to the following sentence. The foregoing permitted transferees Board of Managers may consent to other pledges, transfers, or assignments under such other circumstances and conditions as it, in its sole discretion, deems appropriate; PROVIDED, HOWEVER, that prior to any such pledge, transfer, or assignment, the Board of Managers shall consult with counsel to the Company to ensure that such pledge, transfer, or assignment will not cause the Company to be allowed to become substituted Members treated as a "publicly traded partnership" taxable as a corporation. In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, Board of Managers which may be withheld in its sole and absolute discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.4 shall be void. (b) The Board of Managers may not consent to a Transfer of an Interest or a portion thereof of a Member unless: (i) the person to whom such Interest is Transferred is a person whom the Company believes is an accredited investor, as such term is defined in Regulation D under the Securities Act of 1933 or any successor thereto; and (ii) the entire Interest of the Member is Transferred to a single transferee or, after the Transfer of a portion of an Interest, the balance of the Capital Account of each of the transferee and transferor is not less than $50,000 (or $25,000 in the case of Members who are employees of the Adviser or distributor of the Company and their affiliates, and members of their immediate families, and in the sole discretion of the Adviser, attorneys and other people engaged on behalf of the Company and members of their immediate families), or such lesser amount as may be established by the Board of Managers. Any transferee that acquires an Interest or portion thereof by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution or adjudication of incompetency of a Member or otherwise, shall be entitled to the allocations and distributions allocable to the Interest or portion thereof so acquired and to Transfer such Interest or portion thereof in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. If a Member transfers an Interest or a portion thereof with the approval of the Board of Managers, the Board of Managers shall promptly take all necessary actions so that each transferee to whom such Interest or portion thereof is transferred is admitted to the Company as a Member. Each transferring Member effecting a Transfer and each transferee agrees agree to pay all expenses, including, but not limited to, including attorneys’ ' and accountants’ ' fees, incurred by the Company in connection with any transfersuch Transfer. (bc) By subscribing for an Interest, each Each Member agrees to shall indemnify and hold harmless the Company, the BoardManagers, the Investment ManagerAdviser, or each other Member, Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, costs and expenses or any judgments, fines, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transfer. (c) Each transferring Member shall indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from: (i) any transfer Transfer made by such Member in violation of this Section 4.4; 4.4 and (ii) any misrepresentation by such Member in connection with any such transferTransfer.

Transfer of Interests of Members. (a) A An Interest of a Member may transfer such Member’s Interest in whole or in part only: be transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, insolvency or dissolution of such Member; Member or (ii) under extremely limited circumstances, with the written consent of the Board of Directors (which may be withheld for any reason in its sole and absolute discretion). If any transferee does not meet such investor eligibility requirements as may be required by the Board; provided, the Company reserves the right to redeem its Interest. If HOWEVER, that the Board does of Directors may not consent to any Transfer other than a transfer by operation of law, the Company shall redeem the Interest from the Member’s successor. Any transfer must comply with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: Transfer (xi) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member transferor (e.g.,. E.G., certain Transfers to affiliates, gifts and contributions to family entities); or , (yii) to members of the transferring Member’s 's immediate family (siblingsbrothers, sisters, spouse, parents, parents and children). The foregoing permitted transferees , or (iii) relating to a distribution from a qualified retirement plan or an individual retirement account, unless it consults with counsel to the Company and counsel to the Company confirms that such Transfer will not cause the Company to be allowed treated as a "publicly traded partnership" taxable as a corporation. (b) The Board of Directors may not consent to become substituted Members without a Transfer of an Interest or a portion thereof of a Member unless: (i) the consent Person to whom such Interest is transferred is a Person whom the Company believes is an accredited investor, as such term is defined in Regulation D under the Securities Act of 1933 or any successor thereto; (ii) the Person to whom such Interest is transferred (or each of such Person's beneficial owners if such a Person is a "private investment company" as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a Person whom the Company believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act and all then applicable qualification requirements to invest in the Company as established by the Board of Directors; and (iii) the entire Interest of the BoardMember is transferred to a single transferee or, which may after the Transfer of a portion of an Interest, the balance of the Capital Account of each of the transferee and transferor is not less than $50,000. Any transferee that acquires an Interest by operation of law as the result of the death, divorce, bankruptcy, insolvency or dissolution of a Member or otherwise, shall be withheld entitled to the allocations and distributions allocable to the Interest so acquired, to Transfer such Interest in its sole accordance with the terms of this Agreement and absolute discretionto tender the Interest for repurchase by the Company, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. If a Member transfers an Interest with the approval of the Board of Directors, the Board of Directors shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company as a Member. Each transferring Member effecting a Transfer and its transferee agrees agree to pay all expenses, including, but not limited to, including attorneys’ ' and accountants’ ' fees, incurred by the Company in connection with any transfer. (b) By subscribing for an Interest, each Member agrees to indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member, and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transferTransfer. (c) Each transferring Member shall indemnify and hold harmless the Company, the BoardDirectors, the Investment ManagerManagement Services Provider, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, costs and expenses or any judgments, fines, fines and amounts paid in settlement), joint or several, to which such persons Persons may become subject by reason of or arising from: from (i) any transfer Transfer made by such Member in violation of this Section 4.4; 4.3 and (ii) any misrepresentation by such Member in connection with any such transferTransfer.

Transfer of Interests of Members. (a) A An Interest of a Member may transfer such Member’s Interest in whole or in part only: be Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution or dissolution adjudication of incompetency of such Member; Member or (ii) under extremely limited circumstances, with the written consent of the Board of Managers (which may be withheld for any reason in its sole and absolute discretion). If any transferee does not meet such investor eligibility requirements as may be required by the Board; provided, the Company reserves the right to redeem its Interest. If however, that the Board does of Managers may not consent to any Transfer other than a transfer by operation of law, the Company shall redeem the Interest from the Member’s successor. Any transfer must comply with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: Transfer (xi) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member transferor (e.g.,. , certain Transfers to affiliates, gifts and contributions to family entitiespartnerships); or , (yii) to members of the transferring Member’s immediate family (siblingsbrothers, sisters, spouse, parents, parents and children), (iii) as a distribution from a qualified retirement plan or an individual retirement account, or (iv) a Transfer to which the Board of Managers may consent pursuant to the following sentence. The foregoing permitted transferees Board of Managers may consent to other pledges, transfers, or assignments under such other circumstances and conditions as it, in its sole discretion, deems appropriate; provided, however, that prior to any such pledge, transfer, or assignment, the Board of Managers shall consult with counsel to the Fund to ensure that such pledge, transfer, or assignment will not cause the Fund to be allowed to become substituted Members treated as a “publicly traded partnership”taxable as a corporation. In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, Board of Managers which may be withheld in its sole and absolute discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.3 shall be void unless it consults with counsel to the Company and counsel to the Company confirms that such Transfer will not cause the Company to be treated as a “publicly traded partnership” taxable as a corporation. (b) The Board of Managers may not consent to a Transfer of an Interest or a portion thereof of a Member unless: (i) the person to whom such Interest is Transferred (or each of the person’s beneficial owners if such person is a “private investment company” as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board of Managers believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act, or any successor rule thereto; and (ii) the entire Interest of the Member is Transferred to a single transferee or, after the Transfer of a portion of an Interest, the balance of the Capital Account of each of the transferee and transferor is not less than $100,000 or such lesser amount as may be established by the Board of Managers. Any transferee that acquires an Interest by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution or adjudication of incompetency of a Member or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. If a Member transfers an Interest with the approval of the Board of Managers, the Board of Managers shall promptly take all necessary actions so that the transferee to whom such Interest is transferred is admitted to the Company as a Member. Each transferring Member effecting a Transfer and its transferee agrees agree to pay all expenses, including, but not limited to, including attorneys’ and accountants’ fees, incurred by the Company in connection with any transfersuch Transfer. (bc) By subscribing for an Interest, each Each Member agrees to shall indemnify and hold harmless the Company, the BoardManagers, the Investment ManagerAdviser, or each other Member, Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, costs and expenses or any judgments, fines, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transfer. (c) Each transferring Member shall indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from: (i) any transfer Transfer made by such Member in violation of this Section 4.4; 4.3 and (ii) any misrepresentation by such Member in connection with any such transferTransfer.

Transfer of Interests of Members. (a) A An Interest of a Member may transfer such Member’s Interest in whole or in part only: be Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution or dissolution adjudication of incompetency of such Member; Member or (ii) under extremely limited circumstances, with the written consent of the Board of Managers (which may be withheld for any reason in its sole and absolute discretion). If any transferee does not meet such investor eligibility requirements as may be required by the Board; PROVIDED, the Company reserves the right to redeem its Interest. If HOWEVER, that the Board does of Managers may not consent to any Transfer other than a transfer by operation of law, the Company shall redeem the Interest from the Member’s successor. Any transfer must comply with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: Transfer (xi) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member transferor, (e.g.,. certain gifts and contributions to family entities); or (yii) to members of the transferring Member’s 's immediate family (siblingsbrothers, sisters, spouse, parents, parents and children), (iii) as a distribution from a qualified retirement plan or an individual retirement account, or (iv) a Transfer to which the Board of Managers may consent pursuant to the following sentence. The foregoing permitted transferees Board of Managers may consent to other pledges, transfers, or assignments under such other circumstances and conditions as it, in its sole discretion, deems appropriate; PROVIDED, HOWEVER, that prior to any such pledge, transfer, or assignment, the Board of Managers shall consult with counsel to the Company to ensure that such pledge, transfer, or assignment will not cause the Company to be allowed to become substituted Members treated as a "publicly traded partnership" taxable as a corporation. In no event, however, will any transferee or assignee be admitted as a Member without the consent of the Board, Board of Managers which may be withheld in its sole and absolute discretion. Any pledge, transfer, or assignment not made in accordance with this Section 4.4 shall be void. (b) The Board of Managers may not consent to a Transfer of an Interest or a portion thereof of a Member unless: (i) the person to whom such Interest is Transferred is a person whom the Company believes is an accredited investor, as such term is defined in Regulation D under the Securities Act of 1933 or any successor thereto; and (ii) the entire Interest of the Member is Transferred to a single transferee or, after the Transfer of a portion of an Interest, the balance of the Capital Account of each of the transferee and transferor is not less than $50,000 (or $25,000 in the case of Members who are employees of the Adviser or distributor of the Company and their affiliates, and members of their immediate families, and in the sole discretion of the Adviser, as applicable, Managers, attorneys and other people engaged on behalf of the Company and members of their immediate families), or such lesser amount as may be established by the Board of Managers. Any transferee that acquires an Interest or portion thereof by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution or adjudication of incompetency of a Member or otherwise, shall be entitled to the allocations and distributions allocable to the Interest or portion thereof so acquired and to Transfer such Interest or portion thereof in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. If a Member transfers an Interest or a portion thereof with the approval of the Board of Managers, the Board of Managers shall promptly take all necessary actions so that each transferee to whom such Interest or portion thereof is transferred is admitted to the Company as a Member. Each transferring Member effecting a Transfer and each transferee agrees agree to pay all expenses, including, but not limited to, including attorneys’ ' and accountants’ ' fees, incurred by the Company in connection with any transfersuch Transfer. (bc) By subscribing for an Interest, each Each Member agrees to shall indemnify and hold harmless the Company, the BoardManagers, the Investment ManagerAdviser, or each other Member, Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, costs and expenses or any judgments, fines, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transfer. (c) Each transferring Member shall indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from: (i) any transfer Transfer made by such Member in violation of this Section 4.4; 4.4 and (ii) any misrepresentation by such Member in connection with any such transferTransfer.

Transfer of Interests of Members. (a) A An Interest or portion thereof of a Member may transfer such Member’s Interest in whole or in part only: be Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, insolvency or dissolution of such Member; Member or (ii) under extremely limited circumstances, with the written consent of the Board (which may be withheld for any reason in its sole and absolute discretion). If any transferee does not meet such investor eligibility requirements as may be required established by the BoardFund from time to time, the Company Fund reserves the right to redeem its InterestInterest pursuant to Section 4.5. If the Board does not consent to a transfer Transfer by operation of law, the Company Fund shall redeem the Interest from the Member’s successor. Any transfer must comply permitted transferee shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: (x) one in which the tax basis terms of the Interest in the hands of the transferee is determinedthis Agreement, in whole or in part, by reference to its tax basis in the hands of the transferring Member (e.g.,. certain gifts and contributions to family entities); or (y) to members of the transferring Member’s immediate family (siblings, spouse, parents, and children). The foregoing permitted transferees will but shall not be allowed entitled to become the other rights of a Member unless and until such transferee becomes a substituted Members without Member. If a Member Transfers an Interest or portion thereof with the consent approval of the Board, which may the Fund shall promptly take all necessary actions so that each transferee or successor to whom such Interest or portion thereof is Transferred is admitted to the Fund as a substituted Member. The admission of any transferee as a substituted Member shall be withheld in its sole effective upon the execution and absolute discretiondelivery by, or on behalf of, such substituted Member of either a counterpart of this Agreement or an instrument that constitutes the execution and delivery of this Agreement. Each transferring Member and transferee agrees to pay all expenses, including, but not limited to, including attorneys’ and accountants’ fees, incurred by the Company Fund in connection with any transfersuch Transfer. Upon the Transfer to another person or persons of a Member’s entire Interest, such Member shall cease to be a member of the Fund. (b) By subscribing for an Interest, each Each transferring Member agrees to shall indemnify and hold harmless the CompanyFund, the BoardDirectors, the Investment Managerofficers of the Fund, or each other Member, Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, costs and expenses or any judgments, fines, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transfer. (c) Each transferring Member shall indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from: (i) any transfer Transfer made by such Member in violation of this Section 4.4; 4.4 and (ii) any misrepresentation by such Member in connection with any such transferTransfer.

Transfer of Interests of Members. (a) A An Interest of a Member may transfer such Member’s Interest in whole or in part only: be Transferred only (i) by operation of law pursuant to the death, divorce, bankruptcy, insolvency, dissolution or dissolution incompetency of such Member; Member or (ii) under extremely limited circumstances, with the written consent of the Board of Managers (which may be withheld for any reason in its sole and absolute discretion). If any transferee does not meet such investor eligibility requirements as may be required by the Board; provided, the Company reserves the right to redeem its Interest. If however, that the Board does of Managers may not consent to any Transfer other than a transfer by operation of law, the Company shall redeem the Interest from the Member’s successor. Any transfer must comply with the Securities Act. The Board generally will not consent to a transfer unless the transfer is: Transfer (xi) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the transferring Member transferor (e.g.,. , certain Transfers to affiliates, gifts and contributions to family entitiespartnerships); or , (yii) to members of the transferring Member’s member's immediate family (siblings, spouse, parents, brothers, sisters, spouse and children), (iii) as a distribution from a qualified retirement plan or an individual retirement account, or (iv) a Transfer to which the Board of Managers may consent pursuant to the following sentence. The foregoing permitted transferees Board of Managers may consent to other Transfers under such other circumstances and conditions as it, in its sole discretion, deems appropriate; provided, however, that prior to any such Transfer, the Board of Managers shall consult with counsel to the Fund to ensure that such Transfer will not cause the Fund to be allowed to become substituted Members treated as a "publicly traded partnership" taxable as a corporation. In no event, however, will any transferee or assignee be admitted as a Member without the consent of the BoardBoard of Managers, which may be withheld in its sole and absolute discretion. Any Transfer not made in accordance with this Section 3.4 shall be void. (b) The Board of Managers may not consent to a Transfer of an Interest or a portion thereof of a Member unless: (i) the person to whom the Interest is transferred (or each of the person's beneficial owners if such a person is a "private investment company" as defined in paragraph (d)(3) of Rule 205-3 under the Advisers Act) is a person whom the Board of Managers believes meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any successor rule thereto; and (ii) the entire Interest of the Member is transferred to a single transferee or, after the Transfer of a portion of an Interest, the balance of the Capital Account of each of the transferee and transferor is not less than $150,000. Any transferee that acquires an Interest by operation of law as the result of the death, divorce, bankruptcy, insolvency, dissolution or adjudication of incompetency of a Member or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Member unless and until such transferee becomes a substituted Member. If a Member transfers an Interest with the approval of the Board of Managers, the Board of Managers shall promptly take all necessary actions so that the transferee to which such Interest is transferred is admitted to the Fund as a Member. Each transferring Member effecting a Transfer and its transferee agrees agree to pay all expenses, including, but not limited to, including attorneys’ ' and accountants’ ' fees, incurred by the Company Fund in connection with any transfersuch Transfer. (bc) By subscribing for an Interest, each Each Member agrees to shall indemnify and hold harmless the CompanyFund, the BoardManagers, the Investment ManagerAdviser, or each other Member, Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, costs and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, costs and expenses or any judgments, fines, fines and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Member in violation of this Section 4.4 or any misrepresentation made by that Member in connection with any such transfer. (c) Each transferring Member shall indemnify and hold harmless the Company, the Board, the Investment Manager, or each other Member and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any such losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from: (i) any transfer Transfer made by such Member in violation of this Section 4.4; 3.4 and (ii) any misrepresentation by such Member in connection with any such transferTransfer.