COMPANY AGREEMENT

COMPANY AGREEMENT

deeproot Growth Runs Deep Fund, LLC,

a Texas Limited Liability Company

This Company Agreement of deeproot Growth Runs Deep Fund, LLC is executed as of March 10, 2014 (the "Effective Date")

by the persons who sign and are identified as "Members" in this Agreement.

ARTICLE I

DEFINITIONS

1.01 Definitions. As used in this Agreement, the following terms have the following meanings:

"Affiliate" means, with reference to any person, any other person controlling, controlled by or under direct or

indirect common control with such person.

"Agreement" means this Company Agreement, as amended from time to time.

"Assignee" means a person who receives a Transfer of all or a portion of the Membership Interest of a Member,

but who has not been admitted to the Company as a Member.

"Bankrupt Member" means (except to the extent a Simple Majority consents otherwise) any Member (a) that (i)

makes an assignment for the benefit of creditors; (ii) files a voluntary bankruptcy petition; (iii) becomes the subject of an

order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceedings; (iv) files a petition or

answer seeking for the Member a reorganization, arrangement, composition, readjustment, liquidation, dissolution,

termination, or similar relief under any law; (v) files an answer or other pleading admitting or failing to contest the material

allegations of a petition filed against the Member in a Proceeding of the type described in subclauses (i) through (iv) of this

clause (a); or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Member's

or of all or any substantial part of the Member's properties; or (b) against which a Proceeding seeking reorganization,

arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law has been commenced and

one hundred twenty (120) days have expired without dismissal thereof or with respect to which, without the Member's

consent or acquiescence, a trustee, receiver, or liquidator of the Member or of all or any substantial part of the Member's

properties has been appointed and ninety (90) days have expired without the appointment's having been vacated or

stayed, or ninety (90) days have expired after the date of expiration of a stay, if the appointment has not previously been

vacated.

"Business Day" means any day other than a Saturday, a Sunday, or a holiday on which national banking

associations in the State of Texas are closed.

"Capital Account" means a capital account maintained for a Member as provided by Treasury Regulation 1.704‐

1(b)(2)(iv) of the Regulations of the Internal Revenue Service.

"Capital Contribution" means the amount of money and the Net Value of property other than money contributed

to the Company by a Member.

"Capital Commitment" of a Member represents the aggregate amount of capital that such Member has agreed to

contribute to the Company.

"Certificate of Formation" means the initial, amended, and restated certificate of formation of the Company.

"Company" means deeproot Growth Runs Deep Fund, LLC, a Texas limited liability company.

"Default Interest Rate" means a rate per annum equal to the lesser of (a) ten percent (10%) plus the prime rate

published in The Wall Street Journal on the day the rate is determined (or the most recent day on which The Wall Street

Journal was published if the paper is not published on the day the rate is determined), or, (b) the maximum rate permitted

by applicable law.

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"Former Member" means any person who had executed this Agreement, as of the date of this Agreement as a

Member, or hereafter admitted to the Company as a Member, as provided in the Agreement, but who is no longer a

Member of the Company; however, this term does not include a person who ceases to be a Member as a result of

bankruptcy, default or expulsion.

"Fundamental Business Transaction" has that meaning assigned to it by the definitions in the TBOC, as may be

amended from time to time, and includes (a) a merger, (b) an interest exchange, (c) a conversion, or (d) a sale of all or

substantially all of an entity's assets (with or without good will), other than in the usual and regular course of the

Company's business.

"General Interest Rate" means a rate per annum equal to the lesser of (a) the prime rate published in The Wall

Street Journal on the day the rate is determined (or the most recent day on which The Wall Street Journal was published if

the paper is not published on the day the rate is determined), or, (b) the maximum rate permitted by applicable law.

"Internal Revenue Code" means the Internal Revenue Code of 1986 and any successor statute, as amended from

time to time.

"Manager" means any person named in the Certificate of Formation as an initial Manager of the Company and any

person hereafter elected as a Manager of the Company as provided in this Agreement, but does not include any person

who has ceased to be a Manager of the Company.

"Member" means any person executing this Agreement as of the date of this Agreement as a Member or hereafter

admitted to the Company as a Member as provided in this Agreement, but does not include any person who has ceased to

be a Member of the Company.

"Membership Interest" means the interest of a Member in the Company, including, without limitation, rights to

distributions (liquidating or otherwise), allocations, information, and to consent or approve.

"Net Value" means, in connection with a Capital Contribution of property, the value of the asset less any

indebtedness to which the asset is subject when contributed.

"Percentage Interest" means the ratio in which the Members shall share profits and losses, as provided in this

Agreement. The sum of the Members' Interests shall be one hundred percent (100%).

"Person" means an individual or a corporation, partnership, limited liability company, business trust, trust,

association, or other organization, estate, government or governmental subdivision or agency, or other legal entity

"Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal,

administrative, arbitrative or investigative.

"Simple Majority" means one or more Members having among them more than fifty percent (50%) of the

Percentage Interests of all Members.

"Super Majority" means one or more Members having among them more than sixty‐six and sixty‐seven

hundredths percent (66.67%) of the Percentage Interests of all Members.

"TBOC" means the Texas Business Organizations Code, including any successor statute, as amended from time to

time.

"Transfer" means any sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, or other

form of transfer of a Membership Interest or any portion of a Membership Interest, whether voluntary or involuntary,

whether attempted or completed, and whether during the transferor's lifetime or upon or after the transferor's death,

including by operation of law, court order, judicial process, foreclosure, levy or attachment.

Other terms defined herein have the meaning so given them.

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ARTICLE II

ORGANIZATION

2.01 Formation. The Company has been organized as a Texas limited liability company by filing a Certificate of Formation

with the Secretary of State of Texas, which may be amended or restated from time to time.

2.02 Name. The name of the Company is "deeproot Growth Runs Deep Fund, LLC" and all Company business must be

conducted in that name or such other names that comply with applicable law as the Managers may select from time to time.

2.03 Registered Office and Registered Agent. The registered office of the Company required by the TBOC to be

maintained in the State of Texas shall be the office of the initial registered agent named in the Certificate of Formation or such other

office (which need not be a place of business of the Company) as the Managers may designate from time to time in the manner

provided by law. The registered agent of the Company in the State of Texas shall be the initial registered agent named in the

Certificate of Formation or such other person or persons as the Managers may designate from time to time in the manner provided

by law.

2.04 Principal Office and Other Offices. The principal office of the Company in the United States shall be at such place as

the Managers may designate from time to time, which need not be in the State of Texas. The Company may have such other offices

as the Managers may designate from time to time.

2.05 Purposes. The primary purposes of the Company shall be any lawful purpose which may be undertaken by the

company in accordance with the applicable provisions of the Texas Business Organizations Code.

2.06 Powers. The Company shall have all powers necessary, suitable or convenient for the accomplishment of the

purposes of the Company, including without limitation (a) to make and perform all contracts; (b) to borrow or lend money and

secure payment thereof; (c) to engage in all activities and transactions; and (d) to have all powers available to a limited liability

company under (i) the TBOC, (ii) any other laws in the State of Texas, and (iii) the laws of any other jurisdiction where the Company

conducts business.

2.07 Foreign Qualification. Prior to the Company's conducting business in any jurisdiction other than Texas, the Managers

shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of

the Managers, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction. At

the request of the Managers, each Member shall immediately execute, acknowledge, swear to, and deliver all certificates and other

instruments conforming with this Agreement that are necessary or appropriate to qualify, continue, and terminate the Company as

a foreign limited liability company in all such jurisdictions in which the Company may conduct business.

2.08 Term. The Company will commence as provided in the Certificate of Formation for the Company filed with the

Secretary of the State of Texas, and will continue until the Company terminates under the terms of this Agreement.

2.09 Mergers and Exchanges. The Company may be a party to a merger, an exchange, or acquisition under the TBOC,

subject to the requirements of this Agreement.

2.10 No State‐Law Partnership. The Members intend that the Company not be a partnership, a limited partnership, or a

joint venture, and that no Member or Manager be a partner or joint venturer of any other Member or Manager, for any purposes

other than federal and state tax purposes, and this Agreement may not be construed to suggest otherwise.

ARTICLE III

MEMBERSHIP

3.01 Initial Members, Capital Commitments, and Percentage Interests. The persons listed on Exhibit A are hereby

admitted to the Company as a Member, effective contemporaneously with the Effective Date of formation of the Company. Set

forth opposite the name of each Member listed on Exhibit A is such Member's Capital Commitment and its Percentage Interest.

Exhibit A may be amended from time to time to reflect changes in or additions to the membership of the Company. Any such

amended Exhibit A shall (a) supersede all prior Exhibit A's, (b) become part of this Agreement, and (c) be kept on file at the principal

office of the Company. Each Member represents that the Member is acquiring an interest in the Company for the account of such

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Member and not with a view to distribution thereof within the meaning of the Securities Act of 1933, as amended, or any state

securities laws. The Member will not transfer such interest in contravention of that act or any applicable state or federal securities

laws.

3.02 Additional Members. Additional persons may be admitted to the Company as Additional Members on such terms and

conditions as shall be determined by unanimous consent of the Managers. The terms of admission or issuance must specify the

Percentage Interests and the Capital Commitments applicable thereto. The terms of admission or issuance may also provide for the

creation of different classes or groups of Members having different rights, powers, and duties. The Managers shall reflect the

creation of any new class or group in an amendment to this Agreement indicating the different rights, powers, and duties, and such

an amendment need be executed only by the Managers.

3.03 Member Rights Specified in Agreement. Except as otherwise specifically provided in this Agreement, no Member

shall have the right (a) to sell, transfer or assign its interest in the Company; (b) to require partition of the property of the Company;

3.04 Representations and Warranties. Each Member hereby represents and warrants to the Company and each other

Member that, if that Member is a business entity: (a) that Member is duly organized, validly existing, and in good standing under

the law of the state of its organization; (b) that Member is duly qualified to do business in the jurisdiction of its principal place of

business; (c) that Member has full power and authority to execute and agree to this Agreement and to perform its obligations

hereunder; (d) all necessary actions by the board of directors, shareholders, members, managers or other representative of that

Member necessary for the due authorization, execution, delivery, and performance of this Agreement have been duly taken; and (e)

that Member's authorization, execution, delivery, and performance of this Agreement do not conflict with any other agreement or

arrangement to which that Member is a party or by which it is bound.

3.05 No Authority. Except as otherwise specifically provided in this Agreement, no Member (other than a Manager or an

officer) has the authority or power to (a) transact business in the name of or on behalf of the Company, (b) bind or obligate the

Company, or (c) incur any expenditures on behalf of the Company.

3.06 Liability to Third Parties. No Member or Manager shall be liable for the debts, obligations or liabilities of the

Company, including under a judgment decree or order of a court.

3.07 Withdrawal. A Member may withdraw from the Company with sixty (60) days notice to the Managers of the

Company, subject to winding up or termination as provided in Article XVI of this Agreement.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.01 Initial Contributions. Contemporaneously with the execution of this Agreement, each Member shall make the initial

Capital Contribution described for that Member in Exhibit A.

4.02 No Further Contributions. No Member shall be required to make any Capital Contributions other than those

specifically described by this Agreement, unless agreed to in writing by the contributing Member or required by the TBOC.

4.03 Return of Contributions. No Member is entitled to the return of any part of its Capital Contributions or to be paid

interest in respect of either its Capital Account or its Capital Contributions. An unrepaid Capital Contribution is not a liability of the

Company or of any Member.

4.04 Loans by Members. If the Company does not have sufficient cash to pay its obligations, any Member that may agree

to do so with the Managers' consent may advance all or part of the needed funds to or on behalf of the Company. An advance

described in this paragraph constitutes a loan from the Member to the Company, bears interest at the General Interest Rate from

the date of the advance until the date of payment, and is not a Capital Contribution.

4.05 Capital Accounts. A Capital Account shall be established and maintained for each Member. The Capital Account of

each Member:

(a) shall consist of (i) the amount of money contributed by that Member to the Company, and (ii) the fair market

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value of property contributed by that Member to the Company (net of liabilities secured by the contributed property that

the Company is considered to assume or take subject to under Section 752 of the Internal Revenue Code);

(b) shall be increased by allocations to that Member of Company income and gain (or items thereof), including

income and gain exempt from tax and income and gain described in Treasury Regulation § 1.704‐1(b)(2)(iv)(g), but

excluding income and gain described in Treasury Regulation § 1.704‐1(b)(4)(i); and

value of property distributed to that Member by the Company (net of liabilities secured by the distributed property that the

Member is considered to assume or take subject to under section 752 of the Internal Revenue Code), (iii) allocations to that

Member of expenditures of the Company described in Section 705(a)(2)(B) of the Internal Revenue Code, and (iv)

allocations of Company loss and deduction (or items thereof), including loss and deduction described in Treasury Regulation

§ 1.704‐1(b)(2)(iv)(g), but excluding items described in clause (c)(iii) above and loss or deduction described in Treasury

Regulation § 1.704‐1(b)(4)(i) or § 1.704‐1(b)(4)(iii).

The Capital Account of each Member also shall be maintained and adjusted as permitted by the provisions of Treasury

Regulation § 1.704‐1(b)(2)(iv)(f) and as required by the other provisions of Treasury Regulation § 1.704‐1(b)(2)(iv) and 1.704‐1(b)(4),

including adjustments to reflect the allocations to the Members of depreciation, depletion, amortization, and gain or loss as

computed for tax purposes, as required by Treasury Regulation §1.704‐1(b)(2)(iv)(g). A Member that has more than one

Membership Interest shall have a single Capital Account that reflects all its Membership Interests, regardless of the class of

Membership Interests owned by that Member and regardless of the time or manner in which those Membership Interests were

acquired. On the transfer of all or part of a Membership Interest, the Capital Account of the transferor that is attributable to the

transferred Membership Interest or part thereof shall carry over to the transferee Member in accordance with the provisions of

Treasury Regulation § 1.704‐1(b)(2)(iv)(l).

ARTICLE V

ALLOCATIONS AND DISTRIBUTIONS

5.01 Allocations.

(a) Except as may be required by Section 704(c) of the Internal Revenue Code and Treasury Regulation § 1.704‐

1(b)(2)(iv)(f)(4), all items of income, gain, loss, deduction and credit of the Company shall be allocated among the Members

in accordance with their Percentage Interests.

(b) All items of income, gain, loss, deduction, and credit allocable to any Membership Interest that may have been

transferred shall be allocated between the transferor and the transferee based on the portion of the calendar year during

which each was recognized as owning that Membership Interest, without regard to the results of Company operations

during any particular portion of that calendar year and without regard to whether cash distributions were made to the

transferor or the transferee during that calendar year; provided, however, that this allocation must be made in accordance

with a method permissible under Section 706 of the Internal Revenue Code and the regulations thereunder.

1.704‐1(b)(2)(ii)(d)(4), (5) or (6) of the Treasury Regulations, items of the Company's income and gain shall be specially

allocated as a qualified income offset to each such Member in an amount and manner sufficient to eliminate, to the extent

required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible, provided

that an allocation pursuant to this paragraph 5.01(c) shall be made only if and to the extent that such Member has an

Adjusted Capital Account Deficit after all other allocations provided for in this Article have been tentatively made as if this

paragraph 5.01(c) were not in this Agreement.

5.02 Distributions.

(a) From time to time (but at least once each calendar quarter) the Managers shall determine in their reasonable

judgment to what extent (if any) the Company's cash on hand exceeds its current and anticipated needs, including, without

limitation, for operating expenses, debt service, acquisitions, and a reasonable contingency reserve. If such an excess

exists, the Managers shall cause the Company to distribute to the Members, in accordance with their Percentage Interests,

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an amount in cash equal to that excess.

(b) From time to time the Managers also may cause property of the Company other than cash to be distributed to

the Members, which distribution must be made in accordance with their Percentage Interests and may be made subject to

existing liabilities and obligations. Immediately prior to such a distribution, the Capital Accounts of the Members shall be

adjusted as provided in Treasury Regulation § 1.704‐1(b)(2)(iv)(f).

ARTICLE VI

MANAGEMENT

6.01 Management by Managers. Except for situations in which the approval of the Members is required by this

Agreement or by nonwaivable provisions of applicable law, and subject to the provisions of paragraph 6.02 of this Agreement, the

Managers shall have the sole and exclusive control of the management, business and affairs of the Company, and the Managers shall

make all decisions and take all actions for the Company not otherwise provided for in this Agreement, including, without limitation,

the following:

(a) entering into, making, and performing contracts, agreements, and other undertakings binding the Company

that may be necessary, appropriate, or advisable in furtherance of the purposes of the Company and making all decisions

and waivers thereunder, including a Fundamental Business Transaction;

(b) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders

for the payment of money, and designating individuals with authority to sign or give instructions with respect to those

accounts and arrangements;

(d) collecting sums due the Company;

(e) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company;

(f) acquiring, utilizing for Company purposes, and disposing of any asset of the Company;

(g) borrowing money or otherwise committing the credit of the Company for Company activities and voluntary

prepayments or extensions of debt;

(h) selecting, removing, and changing the authority and responsibility of lawyers, accountants, and other advisers

and consultants;

(i) obtaining insurance for the Company;

(j) determining distributions of Company cash and other property as provided in paragraph 5.02 of this Agreement;

(k) establishing a seal for the Company; and

(l) designating one or more committees, each of which shall be comprised of one or more Managers, to exercise

any authority of the Managers in the management, business and affairs of the Company.

6.02 Restrictions. Notwithstanding the provisions of paragraph 6.01 of this Agreement, the Managers may not cause the

Company to do any of the following without complying with the applicable requirements set forth below:

(a) enter into a Fundamental Business Transaction, without complying with the applicable procedures set forth in

the TBOC regarding approval by the Members (unless such provision is rendered inapplicable by another provision of

applicable law);

(b) do any act in violation of this Agreement;

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(d) do any act which requires the prior approval of the Members;

(e) possess Company property or assign rights in Company property, other than for a Company purpose; or

(f) amend this Agreement, except as expressly permitted by this Agreement.

6.03 Conflicts of Interest. Subject to the other express provisions of this Agreement, each Manager, Member and officer of

the Company at any time and from time to time may engage in and possess interests in other business ventures of any and every

type and description, independently or with others, including ones in competition with the Company, with no obligation to offer to

the Company or any other Member, Manager or officer the right to participate therein.

6.04 Contracts or Transactions with Interested Directors or Officers. This provision applies only to a contract or

transaction between the Company and one or more of its Managers, Members or officers, or between the Company and an entity or

other organization in which one or more of the Company's Managers, Members or officers is a managerial official or has a financial

interest.

An otherwise valid contract or transaction is valid notwithstanding that a Manager, Member or officer of the company is present at

or participates in the meeting of the Managers, Members or officers, or of a committee of the Managers, Members or officers that

authorizes the contract or transaction, or votes or signs, in the person's capacity as a Manager, Member or officer, a written consent

of Managers, Members or officers to authorize the contract or transaction, if: (1) the material facts as to the relationship or interest

and as to the contract or transaction are disclosed to or known by (a) the Managers, Members or officers or a committee of the

Managers, Members or officers and the Managers, Members or officers or committee in good faith authorize the contract or

transaction by the affirmative vote of the majority of the disinterested Managers, Members or officers or committee members,

regardless of whether the disinterested Managers, Members or officers or committee members constitute a quorum; or (b) the

Members of the Company, and the Members in good faith approve the contract or transaction by vote of the Members; or (2) the

contract or transaction is fair to the Company when the contract or transaction is authorized, approved, or ratified by the Managers,

Members or officers, a committee of the Managers, Members or officers, or the Members of the Company.

6.05 Number and Term of Office. The number of Managers of the Company shall be determined from time to time by

resolution of the Managers, and shall consist of at least one (1); provided, however, that no decrease in the number of Managers

that would have the effect of shortening the term of an incumbent Manager may be made by the Managers. If the Managers make

no such determination, the number of Managers shall be the number set forth in the Certificate of Formation as the number of

Managers constituting the initial Managers. Each Manager shall hold office for the term for which he is elected and thereafter until

his successor shall have been elected and qualified, or until his earlier death, resignation or removal. Unless otherwise provided in

the Certificate of Formation, Managers need not be Members or residents of the State of Texas.

6.06 Vacancies; Removal; Resignation. Any Manager position to be filled by reason of an increase in the number of

Managers or other reason may be filled by election at an annual or special meeting of Members called for that purpose. A Manager

elected to fill a vacancy occurring other than by reason of an increase in the number of Managers shall be elected for the unexpired

term of his predecessor in office. At any meeting of Members at which a quorum of Members is present called expressly for that

purpose, or pursuant to a written consent adopted pursuant to this Agreement, any Manager may be removed, with or without

cause, by a Super Majority. Any Manager may resign at any time. Such resignation shall be made in writing and shall take effect at

the time specified therein, or if no time be specified, at the time of its receipt by the remaining Managers. The acceptance of a

resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

6.07 Compensation. The Managers shall receive no compensation for their services in the management of the Company

and its operations.

6.08 Reimbursement. The Managers are not required to advance any funds to pay costs and expenses of the Company.

However, in the event the Managers advance such funds, the Managers shall be entitled to be reimbursed for out‐of‐pocket costs

and expenses incurred in the course of their service hereunder, including the portion of their overhead reasonably allocable to

Company activities.

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6.09 Meetings.

(a) Unless otherwise required by law or provided in the Certificate of Formation or this Agreement, a majority of

the total number of Managers fixed by, or in the manner provided in, the Certificate of Formation or this Agreement shall

constitute a quorum for the transaction of business of the Managers, and the act of a majority of the Managers present at a

meeting at which a quorum is present shall be the act of the Managers. A Manager who is present at a meeting of the

Managers at which action on any Company matter is taken shall be presumed to have assented to the action unless his

dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the

person acting as secretary of the meeting before the adjournment thereof or shall deliver such dissent to the Company

immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Manager who voted in favor of

such action.

(b) Meetings of the Managers may be held at such place or places as shall be determined from time to

time by resolution of the Managers. At all meetings of the Managers, business shall be transacted in such order as shall

from time to time be determined by resolution of the Managers. Attendance of a Manager at a meeting shall constitute a

waiver of notice of such meeting, except where a Manager attends a meeting for the purpose of objecting to the

transaction of any business on the ground that the meeting is not lawfully called or convened.

may, if a quorum is present, hold their first meeting for the transaction of business immediately after and at the same place

as such annual meeting of the Members. Notice of such meeting at such time and place shall not be required.

(d) Regular meetings of the Managers shall be held at such times and places as shall be designated from

time to time by resolution of the Managers. Notice of such regular meetings shall not be required.

(e) Special meetings of the Managers may be called by any Manager on at least 24 hours notice to each

other Manager. Such notice need not state the purpose or purposes of, nor the business to be transacted at, such meeting,

except as may otherwise be required by law or provided for by the Certificate of Formation or this Agreement. Notice of

special meetings may be given by facsimile or electronic message (e‐mail).

6.10 Approval or Ratification of Acts or Contracts by Members. The Managers in their discretion may submit any act or

contract for approval or ratification at any annual meeting of the Members, or at any special meeting of the Members called for the

purpose of considering any such act or contract. Any act or contract that shall be approved or be ratified by a majority of the

Managers shall be as valid and as binding upon the Company and upon all the Members as if it shall have been approved or ratified

by every Member of the Company.

6.11 Action Without Meeting. Any action permitted or required by the TBOC, the Certificate of Formation or this

Agreement to be taken at a meeting of the Managers or any committee designated by the Managers may be taken without a

meeting if a consent in writing, setting forth the action to be taken, is signed by all the Managers or members of such committee, as

the case may be. Every written consent shall bear the date of signature of each Manager who signs the consent, and the consent

may be in one or more counterparts. A telegram, telex, cablegram or similar transmission by a Manager, or a photographic,

photostatic, facsimile or similar reproduction of a writing signed by a Manager, shall be regarded as signed by the Manager for

purposes of this paragraph. Such consent shall have the same force and effect as a unanimous vote at a meeting and may be stated

as such in any document or instrument filed with the Secretary of State of Texas, and the execution of such consent shall constitute

attendance or presence in person at a meeting of the Managers or any such committee, as the case may be. The signed consent or a

signed copy of the consent shall be kept on file at the principal office of the Company.

6.12 Action by Telephone Conference or Other Remote Communications Technology. Subject to the requirements of the

TBOC, the Certificate of Formation or this Agreement for notice of meetings, unless otherwise restricted by the Certificate of

Formation, Managers, or members of any committee designated by the Managers, may participate in and hold a meeting of the

Managers or any committee of Managers, as the case may be, by means of conference telephone or similar communications

equipment by which all persons participating in the meeting can hear each other. Or, another suitable electronic communications

system may be used including video‐conferencing technology or the Internet, but only if each Manager entitled to participate in the

meeting consents to the meeting being held by means of that system and the system provides access to the meeting in a manner or

using a method by which each Manager participating in the meeting can communicate concurrently with each other participant.

Participation in such meeting shall constitute attendance and presence in person at such meeting, except where a person

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participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is

not lawfully called or convened.

6.13 Broad Discretion and Authority of Managers. Each Member acknowledges and understands that the Managers are

granted broad discretion and authority under this Agreement and that the Managers' exercise of such broad discretion and authority

may impair the value of the Membership Interest of the Member. Such Member further acknowledges and understands that the

Managers would not cause the Company to issue a Membership Interest to the Member if the Managers did not have such broad

discretion and authority, and such Member agrees not to challenge the Manager's exercise of such discretion and authority.

ARTICLE VII

CONFIDENTIAL INFORMATION

7.01 Confidential Information. The Members agree that the Managers from time to time may determine, due to

contractual obligations, business concerns, or other considerations, that certain information regarding the business, affairs,

properties, and financial condition of the Company should be kept confidential and not provided to some or all other Members, and

that it is not just or reasonable for those Members or assignees or representatives thereof to examine or copy that information. The

Members acknowledge that, from time to time, they may receive information from or regarding the Company in the nature of trade

secrets or that otherwise is confidential, the release of which may be damaging to the Company or persons with which it does

business. Each Member shall hold in strict confidence any information it receives regarding the Company that is identified as being

confidential (and if that information is provided in writing, that is so marked) and may not disclose it to any person other than

another Member or a Manager, except for disclosures (i) compelled by law (but the Member must notify the Managers promptly of

any request for that information, before disclosing it, if practicable), (ii) to advisers or representatives of the Member or persons to

which that Member's Membership Interest may be transferred as permitted by this Agreement, but only if the recipients have

agreed to be bound by the provisions of this paragraph, or (iii) of information that Member also has received from a source

independent of the Company that the Member reasonably believes obtained that information without breach of any obligation of

confidentiality.

7.02 Specific Performance. The Members acknowledge that breach of the provisions of paragraph 7.01 of this Agreement

may cause irreparable injury to the Company for which monetary damages are inadequate, difficult to compute, or both.

Accordingly, the Members agree that the provisions of paragraph 7.01 of this Agreement may be enforced by specific performance.

ARTICLE VIII

MEETING OF MEMBERS

8.01 Meetings.

(a) A quorum shall be present at a meeting of Members if the holders of a Simple Majority are represented at the

meeting in person or by proxy. With respect to any matter, other than a matter for which the affirmative vote of the

holders of a specified portion of the Percentage Interests of all Members entitled to vote is required by the TBOC or this

Agreement, the affirmative vote of a Simple Majority at a meeting of Members at which a quorum is present shall be the

act of the Members, except as provided by another specific provision in this Agreement.

(b) All meetings of the Members shall be held at the principal place of business of the Company or at such other

place within or outside the State of Texas as shall be specified or fixed in the notices or waivers of notice thereof; provided

that any or all Members may participate in any such meetings by means of conference telephone or similar

communications equipment pursuant to paragraph 8.06 of this Agreement.

meeting or the holders of a Super Majority shall have the power to adjourn such meeting from time to time, without any

notice other than announcement at the meeting of the time and place of the holding of the adjourned meeting. If such

meeting is adjourned by the Members, such time and place shall be determined by a vote of the holders of a Super

Majority. Upon the resumption of such adjourned meeting, any business may be transacted that might have been

transacted at the meeting as originally called.

(d) An annual meeting of the Members, for the election of the Managers and for the transaction of such other

business as may properly come before the meeting, shall be held at such place, within or outside the State of Texas, on such

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date and at such time as the Managers shall fix and set forth in the notice of the meeting, which date shall be within

thirteen (13) months subsequent to the date of organization of the Company or the last annual meeting of Members,

whichever most recently occurred.

(e) Special meetings of the Members for any proper purpose or purposes may be called at any time by the

Managers or the holders of at least ten percent of the Percentage Interests of all Members. If not otherwise stated in or

fixed in accordance with the remaining provisions hereof, the record date for determining Members entitled to call a

special meeting is the date any Member first signs the notice of that meeting, except that the date may not be earlier than

the 60th day before the date the special meeting of Members is originally to be called. Only business within the purpose or

purposes described in the notice (or waiver thereof) required by this Agreement may be conducted at a special meeting of

the Members.

(f) Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting,

the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days

before the date of the meeting, either personally or by mail, by or at the direction of the Managers or person calling the

meeting, to each Member entitled to vote at such meeting. If mailed, any such notice shall be deemed to be given when

deposited in the United States mail, addressed to the Member at his address on the voting list provided for in paragraph

8.02 of this Agreement, with postage thereon prepaid.

(g) The date on which notice of a meeting of Members is mailed or the date on which the resolution of the

Managers declaring a distribution is adopted, as the case may be, shall be the record date for the determination of the

Members entitled to notice of or to vote at such meeting, including any adjournment thereof, or the Members entitled to

receive such distribution, except that the date may not be earlier than the 60th day before the date the meeting is originally

to be held or the 60th day before the date the resolution of the Managers declaring a distribution is originally to be

adopted.

(h) Notice of meetings may be given to Members by facsimile or electronic message (e‐mail).

8.02 Voting List. The Managers shall make, at least ten (10) days before each meeting of Members, a complete list of the

Members entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the

Percentage Interests held by each. For a period of ten (10) days prior to such meeting, such list shall be kept on file at the registered

office or principal place of business of the Company and shall be subject to inspection by any Member at any time during usual

business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the

inspection of any Member during the whole time of the meeting. The original membership records shall be prima‐facie evidence as

to who are the Members entitled to examine such list or transfer records or to vote at any meeting of Members. Failure to comply

with the requirements of this paragraph shall not affect the validity of any action taken at the meeting.

8.03 Proxies. A Member may vote either in person or by proxy executed in writing by the Member. A telegram, telex,

cablegram or similar transmission by the Member, or a photographic, photostatic, facsimile or similar reproduction of a writing

executed by the Member shall be treated as an execution in writing for purposes of this paragraph. Proxies for use at any meeting

of Members or in connection with the taking of any action by written consent shall be filed with the Managers, before or at the time

of the meeting or execution of the written consent, as the case may be. All proxies shall be received and taken charge of and all

ballots shall be received and canvassed by the Managers, who shall decide all questions touching upon the qualification of voters,

the validity of the proxies, and the acceptance or rejection of votes, unless an inspector or inspectors shall have been appointed by

the chairman of the meeting, in which event such inspector or inspectors shall decide all such questions. No proxy shall be valid

after eleven (11) months from the date of its execution unless otherwise provided in the proxy. A proxy shall be revocable unless

the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest. Should a proxy

designate two or more persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such persons

present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or

giving consents thereby conferred, or if only one be present, then such powers may be exercised by that one; or, if an even number

attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect

to such issue if such proxy does not specify how the Percentage Interests that are the subject of such proxy are to be voted with

respect to such issue.

8.04 Conduct of Meetings. All meetings of the Members shall be presided over by the chairman of the meeting, who shall

be a Manager (or representative thereof) designated by a majority of the Managers. The chairman of any meeting of Members shall

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determine the order of business and the procedure at the meeting, including the regulation of the manner of voting and the conduct

of discussion.

8.05 Action by Unanimous Written Consent Without Meeting.

(a) Any action required or permitted to be taken at any annual or special meeting of Members may be taken

without a meeting, without prior notice, and without a vote, by unanimous written consent of the Members or committee

members, as the case may be, setting forth the action so taken. No written consent shall be effective to take the action

that is the subject to the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the

Company in the manner required by this paragraph, the signed consent or consents are delivered to the Company by

delivery to its registered office, its principal place of business, or the Managers. Delivery shall be by hand or certified or

registered mail, return receipt requested. Delivery to the Company's principal place of business shall be addressed to the

Managers. Every written consent shall bear the date of signature of each Member who signs the consent, and the consent

may be in one or more counterparts. A telegram, telex, cablegram or similar transmission by a Member, or a photographic,

photostatic, facsimile or similar reproduction of a writing signed by a Member, shall be regarded as signed by the Member

for purposes of this paragraph. The signed consent or a signed copy of the consent shall be kept on file at the principal

office of the Company.

(b) The record date for determining Members entitled to consent to action in writing without a meeting shall be

the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the

Company by delivery to its registered office, its principal place of business, or the Managers. Delivery shall be by hand or by

certified or registered mail, return receipt requested. Delivery to the Company's principal place of business shall be

addressed to the Managers.

State of Texas as a result of the taking of the action shall state, in lieu of any statement required by the TBOC concerning

any vote of Members, that written consent has been given in accordance with the provisions of the TBOC and that any

written notice required by the TBOC has been given.

8.06 Action by Telephone Conference or Other Remote Communications Technology. Members may participate in and

hold a meeting by means of conference telephone or similar communications equipment by which all persons participating in the

meeting can hear each other. Or, another suitable electronic communications system may be used including video‐conferencing

technology or the Internet, but only if each member entitled to participate in the meeting consents to the meeting being held by

means of that system and the system provides access to the meeting in a manner or using a method by which each member

participating in the meeting can communicate concurrently with each other participant. Participation in such meeting shall

constitute attendance and presence in person at such meeting, except where a person participates in the meeting for the express

purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

8.07 Classes of Members; Voting. At an annual or special meeting called for that purpose, the Members may from time to

time establish classes or groups of Members. One or more of the Members' groups or classes may have certain expressed relative

rights, powers, and duties, including voting rights, to be established at the time when the classes or groups are created, with

seniority granted to one or more class or group as designated by the Members.

ARTICLE IX

OFFICERS

9.01 Qualification. The Managers may, from time to time, designate one or more persons to be officers of the Company.

No officer need be a resident of the State of Texas, a Member or a Manager. Any officers so designated shall have such authority

and perform such duties as the Managers may, from time to time, delegate to them. The Managers may assign titles to particular

officers. Unless the Managers decide otherwise, if the title is one commonly used for officers of a business corporation, the

assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with

that office, subject to any specific delegation of authority and duties made to such officer by the Managers pursuant to this

paragraph. Each officer shall hold office until his successor shall be duly designated and qualify for such office, until his death, or

until he shall resign or shall have been removed in the manner hereinafter provided. Any vacancy occurring in any office of the

Company (other than Manager) may be filled by the Managers. Any number of offices may be held by the one person.

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9.02 Compensation. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed

from time to time by the Managers. However, election or appointment of an officer or agent shall not of itself, nor shall anything in

this Agreement, create contract rights.

9.03 Resignation. Any officer may resign as such at any time. Such resignation shall be made in writing and shall take

effect at the time specified therein, or if no time be specified, at the time of its receipt by the Managers. The acceptance of a

resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

9.04 Removal. Any officer may be removed as such, either with or without cause, by the Managers whenever in their

judgment the best interests of the Company will be served thereby; provided, however, that such removal shall be without prejudice

to the contract rights, if any, of the person so removed.

ARTICLE X

INDEMNIFICATION

10.01 Right to Indemnification. Subject to the limitations and conditions as provided in this Article, each person who was

or is made a party or is threatened to be made a party to or is involved in any Proceeding, or any appeal in such a Proceeding, or any

inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he or she, or a person of whom he or she is

the legal representative, is or was a Member or Manager of the Company or while a Member or Manager of the Company is or was

serving at the request of the Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent, or

similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole

proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Company to the fullest extent permitted

by the TBOC, as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such

amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior

to such amendment) against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and

reasonable expenses (including, without limitation, attorney's fees) actually incurred by such person in connection with such

Proceeding, and indemnification under this Article shall continue as to a person who has ceased to serve in the capacity which

initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract rights,

and no amendments, modification or repeal of this Article shall have the effect of limiting or denying any such rights with respect to

actions taken or Proceeding arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the

indemnification provided in this Article could involve indemnification for negligence or under theories of strict liability.

10.02 Advance Payment. The right to indemnification conferred in this Article shall include the right to be paid or

reimbursed by the Company the reasonable expenses incurred by a person of the type entitled to be indemnified under paragraph

10.01 of this Agreement who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of

the final disposition of the Proceeding and without any determination as to the person's ultimate entitlement to indemnification;

provided, however, that the payment of such expenses incurred by any such person in advance of the final disposition of a

Proceeding, shall be made only upon delivery to the Company of a written affirmation by such person of his or her good faith belief

that he has met the standard of conduct necessary for indemnification under this Article and a written undertaking, by or on behalf

of such person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to

be indemnified under this Article or otherwise.

10.03 Indemnification of Officers, Employees and Agents. The Company, by adoption of a resolution of the Managers,

may indemnify and advance or reimburse expenses to an officer, employee or agent of the Company to the same extent and subject

to the same conditions under which it may indemnify and advance expenses to Managers under this Article; and, the Company may

indemnify and advance or reimburse expenses to persons who are not or were not Managers, officers, employees, or agents of the

Company but who are or were serving at the request of the Company as a Manager, director, officer, partner, venturer, proprietor,

trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership,

joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him and

incurred by him in such a capacity or arising out of his status as such a person to the same extent that it may indemnify and advance

expenses to Managers under this Article.

10.04 Appearance as a Witness. Notwithstanding any other provision of this Article, the Company may pay or reimburse

expenses incurred by a Member or Manager in connection with his appearance as a witness or other participation in a Proceeding at

a time when he is not a named defendant or respondent in the Proceeding.

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10.05 Nonexclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in

this Article shall not be exclusive of any other right which a Member or Manager or other person indemnified pursuant to paragraph

10.03 of this Agreement may have or hereafter acquire under any law (common or statutory), provision of the Certificate of

Formation or this Agreement, agreement, vote of disinterested Managers or otherwise.

10.06 Insurance. The Company may purchase and maintain insurance, at its expense, to protect itself and any person who

is a Member or was serving as a Manager, officer, employee or agent of the Company or is or was serving at the request of the

Company as a Manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another

foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit

plan or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such

person against such expense, liability or loss under this Article.

10.07 Member Notification. To the extent required by law, any indemnification of or advance of expenses to a Member or

Manager in accordance with this Article shall be reported in writing to the Members with or before the notice or waiver of notice of

the next Members' meeting or with or before the next submission to Members of a consent to action without a meeting and, in any

case, within the twelve month period immediately following the date of the indemnification or advance.

10.08 Savings Clause. If this Article or any portion hereof shall be invalidated on any ground by any court of competent

jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Member or Manager or any other person

indemnified pursuant to this Article as to costs, charges, and expenses (including attorney's fees), judgments, fines and amounts

paid in settlement with respect to any action, suit or Proceeding, whether civil, criminal, administrative or investigative to the full

extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by

applicable law.

ARTICLE XI

TAXES

11.01 Tax Returns. The Managers shall cause to be prepared and filed all necessary federal and state income tax returns

for the Company, including making the elections described in paragraph 11.02 of this Agreement. Each Member shall furnish to the

Managers all pertinent information in its possession relating to Company operations that is necessary to enable the Company's

income tax returns to be prepared and filed.

11.02 Tax Elections. The Company shall make the following elections on the appropriate tax returns:

(a) to adopt the calendar year as the Company's fiscal year;

(b) to adopt the cash method of accounting for keeping the Company's books and records;

transfer of a Membership Interest as described in Section 743 of the Internal Revenue Code occurs, on written request of

any Member, to elect, pursuant to Section 754 of the Internal Revenue Code, to adjust the basis of Company properties;

(d) to elect to amortize the organizational expenses of the Company and the startup expenditures of the Company

under Section 195 of the Internal Revenue Code ratably over a period of sixty (60) months as permitted by Section 709(b) of

the Internal Revenue Code; and

(e) any other election the Managers may deem appropriate and in the best interest of the Members.

Either the Company or any Manager or Member may make an election for the Company to be excluded from the application of the

provisions of subchapter K of chapter 1 subtitle A of the Internal Revenue Code or any similar provisions of applicable state law.

11.03 "Tax Matters Partner." A majority of the Managers shall designate one Manager that is a Member to be the "tax

matters partner" of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code; or, if there is no Manager that is a

Member, the "tax matters partner" shall be a Member that is designated as such by a Simple Majority. Any Member who is

designated "tax matters partner" shall take such action as may be necessary to cause each other Member to become a "notice

partner" within the meaning of Section 6223 of the Internal Revenue Code. Any Member who is designated "tax matters partner"

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shall inform each other Member of all significant matters that may come to its attention in its capacity as "tax matters partner" by

giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each

other Member copies of all significant written communications it may receive in that capacity. Any Member who is designated "tax

matters partner" may not take action contemplated by Section 6222 through 6232 of the Internal Revenue Code without the

consent of a Simple Majority, but this sentence does not authorize such Manager (or any other Manager) to take any action left to

the determination of an individual Member under Sections 6222 through 6232 of the Internal Revenue Code.

ARTICLE XII

BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS

12.01 Maintenance of Books. The Company shall keep books and records of accounts and shall keep minutes of the

proceedings of its Members, its Managers and each committee of the Managers. The books of account for the Company shall be

maintained on a cash basis in accordance with the terms of this Agreement, except that the Capital Accounts of the Members shall

be maintained in accordance with Article IV of this Agreement. The calendar year shall be the accounting year of the Company.

12.02 Accounts. The Managers shall establish and maintain one or more separate bank and investment accounts and

arrangements for Company funds in the Company name with financial institutions and firms that the Managers determine. The

Managers may not commingle the Company's funds with the funds of any Member; however, Company funds may be invested in a

manner the same as or similar to the Managers' investment of their own funds or investments by their Affiliates.

ARTICLE XIII

TRANSFERS

13.01 Limited Right to Transfer. No Member or Assignee shall make any Transfer of all or any part of its Membership

Interest, whether now owned or hereafter acquired, except (a) with the unanimous consent of the Managers; (b) as provided by

Article XIV of this Agreement; (c) as a Defaulting Member as provided by paragraph 15.01(f) of this Agreement; or (d) upon winding

up or termination, as provided by paragraph 16.03 of this Agreement. Any attempted Transfer by a person of an interest or right, or

any part thereof, in or in respect of the Company other than as specifically provided by this Agreement shall be, and is hereby

declared, null and void ab initio.

13.02 Rights of an Assignee.

(a) Unless and until an Assignee becomes a Substituted Member of the Company as provided in this Agreement,

the Assignee shall be entitled only to (i) allocation of income, gain, loss, deduction, credit, or similar items, and to receive

distributions to which the assignor is entitled to the extent these items were assigned, and (ii) reasonable information or

account of transactions of the Company and to make reasonable inspection of the books and records of the Company. The

Membership Interest of the Assignee shall not be considered in the voting requirements of the Company, and the Assignee

shall have no right to participate in the operations or management of the Company.

(b) In the event that the Members make additional contributions to the Company which the Membership Interest

is held by an Assignee, the Assignor Member and its Assignee shall be jointly and severally liable for the corresponding

contribution in connection with the Membership Interest held by Assignee. If the Assignor Member or Assignee does not

make such contribution in accordance with the provisions of this Agreement, then the Assignor Member and Assignee shall

be treated as being in Default. In the event that one or more new Members are admitted into the Company, or one or

more existing Members increase their Membership Interest, the Membership Interest of the Assignee may be

correspondingly reduced and no consent or other action on the part of such Assignee shall be required.

13.03 Legal Opinion. For the right of a Member to transfer a Membership Interest or any part thereof or of any Person to

be admitted to the Company in connection therewith to exist or be exercised, the Company must receive an opinion from legal

counsel acceptable to the Managers that states (a) the Transfer is exempt from registration under federal and state securities laws,

(b) the Transfer will not cause the Company to be in violation of federal and state securities laws, (c) the Transfer will not adversely

affect the status of the Company as a partnership under the Internal Revenue Code or Treasury Regulations, and (d) the Transfer will

not result in the Company's being considered to have terminated within the meaning of the Internal Revenue Code or Treasury

Regulations. The Managers, however, may waive the requirements of this paragraph.

13.04 Admission as Substituted Member. An Assignee has the right to be admitted to the Company as a Substituted

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Member with the Percentage Interest and the Capital Commitment so transferred to such person, in the event that:

(a) the Member making such Transfer grants the Assignee the right to be so admitted;

(b) such Transfer is consented to in accordance with paragraph 13.01 of this Agreement; and

substance reasonably satisfactory to the Managers, and said instrument contains (i) the agreement by the Assignee to be

bound by all of the terms and provisions of this Agreement, (ii) any necessary or advisable representations and warranties,

including that the Transfer was made in accordance with all applicable laws, regulations, and securities laws, (iii) the

Percentage Interests and the Capital Commitments after the Transfer of the Member effecting the Transfer and the person

to which the Membership Interest of part thereof is transferred (which together must total the Percentage Interest and the

Capital Commitment of the Member effecting the Transfer before the Transfer) and (iv) the name, address and any other

pertinent information necessary for amended Exhibit A and to make distributions.

13.05 Transfer to Existing Member. In the event of a Transfer to an existing Member, the existing Member shall be

automatically deemed to be a Substituted Member.

13.06 Third Party Offer. In the event a Member desires to sell all or any portion of its Membership Interest to another

person (other than an existing Member), the selling Member shall first offer to sell the Membership Interest to the other existing

Members. Upon the receipt of an offer from a Third Party to purchase such Membership Interest, the selling Member shall promptly

deliver a copy of the Third Party offer to all other Members. Each Member will have fifteen (15) days from the date of receipt of the

Third Party offer to notify the selling Member in writing that the other Member intends to purchase the Membership Interest upon

the terms and conditions of the Third Party offer. If more than one other Member desires to purchase the Membership Interest,

each of the purchasing Members shall purchase a portion of the Membership Interest that is proportional to that Member's

Percentage Interest. If none of the other Members give notification within fifteen (15) days of an intention to purchase the

Membership Interest, then the selling Member shall be permitted to sell the Membership Interest to the Third Party upon the terms

and conditions of the Third Party offer.

13.07 Reasonable Expenses. The Member effecting a Transfer and the Substituted Member shall pay, or reimburse the

Company for, all costs incurred by the Company in connection with the admission of the Substituted Member (including, without

limitation, the legal fees incurred in connection with the legal opinions referred to in paragraph 13.03 of this Agreement) on or

before the tenth (10th) day after the receipt by that person of the Company's invoice for the amount due. If payment is not made

by the date due, the person owing the amount shall pay interest on the unpaid amount from the date due until paid at a rate per

annum equal to the Default Interest Rate.

ARTICLE XIV

BUYOUT OF MEMBERSHIP INTEREST

14.01 Termination of Marital Relationship.

(a) If the marital relationship of a Member is terminated by death or divorce and such Member does not succeed

to all of such Member's spouse's community or separate interest, if any, in the Membership Interest (such spouse is

referred to hereafter in this Article as the "Assignee Spouse"), either as outright owner of such Membership Interest or as a

trustee of a trust holding such Membership Interest, whether or not such Member is a beneficiary of such trust, then such

Member shall have the option to purchase at Fair Value (determined as of the date of the death or divorce of the Member)

the Assignee Spouse's interest in the Membership Interest to which such Member does not succeed. Such option must be

exercised within ninety (90) days after the death of or the Member's divorce from the Assignee Spouse. Should the

Member fail to exercise such option within such 90‐day period, then the Company shall have the option to purchase such

Membership Interest at Fair Value for a period of ninety (90) days after the lapse of the initial 90‐day period.

(b) Any Membership Interest of the Company held by a Member as a trustee of a trust as a result of the death of or

the Member's divorce from the Assignee Spouse shall be treated as owned by such Member for purposes of this

agreement. If such Member ceases to act as trustee of such trust for any reason, then such Member shall have the option

to purchase all of the Membership Interest at Fair Value held in such trust. Such option must be exercised within ninety

(90) days after such Member ceases to act as trustee of such trust. Should such Member fail to exercise such option within

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such 90‐day period, then the Company shall have the option to purchase such Membership Interest for a period of ninety

(90) days after the lapse of the initial 90‐day period.

14.02 Death of Member. Commencing upon the death of a Member, the surviving Members shall for a period of ninety

(90) days have the option to purchase all or any portion of the deceased Member's Membership Interest at Fair Value (determined

as of the date of the death of the Member); provided, however, the exercise of said option shall require the approval of the

unanimous consent of the Managers. Upon the expiration of ninety (90) days after the death of a Member, the Company shall be

obligated to purchase all, and not less than all, of the deceased Member's Membership Interest at Fair Value which the surviving

Members do not elect to purchase pursuant to the option granted in the preceding sentence. The Assignee (which may include

spouse and executors or administrators of the deceased Member) shall sell all of the deceased Member's Membership Interest to

the Company and/or the other Members in accordance with the option or obligation established by this paragraph.

14.03 Bankruptcy of Member. If any Member becomes a Bankrupt Member, the Company shall have the option,

exercisable by notice from the Managers to the Bankrupt Member (or its representative) at any time prior to the one hundred

eightieth (180th) day after receipt of notice of the occurrence of the event causing it to become a Bankrupt Member, to purchase all

or any portion of the Bankrupt Member's Membership Interest at Fair Value (determined as of the date that notice of the exercise of

such option is given by the Managers); provided, however, the exercise of said option shall require the approval of the unanimous

consent of the Managers. In the event that notice of the exercise of such option is given by the Managers to the Bankrupt Member

(or its representative), the Bankrupt Member shall sell its interest to the Company as provided by this Article.

14.04 Insufficient Surplus. If the Company shall not have sufficient surplus to permit it lawfully to purchase the

Membership Interest under paragraph 14.01, 14.02 or 14.03 of this Agreement at the time of the closing, the other Members may

take such action to vote their respective Membership Interests to reduce the capital of the Company or to take such other steps as

may be appropriate or necessary in order to enable the Company lawfully to purchase such Membership Interest.

14.05 Option by Other Members. If the Company fails or declines to exercise an option to purchase a Membership

Interest of a Member as provided by this Agreement within the period of time specified for such option, then the other Members

shall have the option for a period of ninety (90) days thereafter to purchase such Membership Interest in such proportions as they

mutually agree or in proportion to their respective Percentage Interests for the same price and upon the same terms available to the

Company.

14.06 Exercise of Option. Any option to purchase a Membership Interest as provided by this Agreement shall be deemed

exercised at the time the purchasing party delivers to the selling party written notice of intent to exercise such option along with an

initial payment in the form of a certified or cashier's check in the amount of ten percent (10%) of the estimated purchase price

anticipated by the purchaser, in person or by United States registered mail, properly stamped and addressed to the last known

address of the selling party.

14.07 Determination of Fair Value. The "Fair Value" of a Membership Interest shall be the amount that would be

distributable to the Member holding such interest in the event that the assets of the Company were sold for cash and the proceeds,

net of liabilities, were distributed to the holders of all Membership Interests pursuant to this Agreement. In the event that the Fair

Value of a Membership Interest is to be determined under this Agreement, the Managers shall select a qualified independent

appraiser to make such determination, and the Managers shall make the books and records available to the appraiser for such

purpose. The determination of Fair Value made by such appraiser shall be final, conclusive, and binding on the Company, all

Members, and all Assignees of a Membership Interest.

14.08 Fees and Expenses of Appraiser. In the case of a purchase and sale of Membership Interest under paragraph 14.01

or 14.02 of this Agreement (in the event of death or divorce of a Member), the fees and expenses of such appraiser shall be paid by

the Company. In the case of a purchase and sale of Membership Interest under paragraph 14.03 or 15.01 (in the event of the

bankruptcy or default of a Member), the fees and expenses of such appraiser shall be paid by the Bankrupt Member or Defaulting

Member, by deducting at closing such fees and expenses from the purchase price to be paid to such Bankrupt Member or Defaulting

Member, and remitting the same to the Company. Otherwise, the fees and expenses of such appraiser shall be shared equally by

the purchaser and seller.

14.09 Right to Withdraw Option. In the event that a Member has exercised an election to purchase a Membership

Interest under this Agreement and Fair Value has been determined as provided by paragraph 14.07 of this Agreement, such Member

may elect to terminate its right to purchase within fifteen (15) days following its receipt of the determination of Fair Value, by

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delivery of written notice to the Company and to the Assignee. In such an event, the initial payment shall be returned to the

Member withdrawing the option, and the other Members may elect to purchase the Membership Interest (or portion thereof) in

such proportions as they mutually agree or in proportion to their respective Percentage Interests.

14.10 Terms of Purchase.

(a) The closing date for any sale and purchase made pursuant to this Article shall be the later of (i) thirty (30) days

after the notice of the exercise of option has been received by the selling party, or (ii) thirty (30) days after the parties have

received notice of the Fair Value of the Membership Interest.

(b) Payment of the purchase price for a Membership Interest may be made by the Company and/or the other

Members as follows: (i) a down payment equal to ten percent (10%) of the Fair Value to be made at closing, and (ii) the

balance of the purchase price, bearing interest at the General Interest Rate determined on the date of closing, to be paid in

twenty‐four (24) equal monthly installments, with the first payment due thirty (30) days after the date of closing. Any such

purchaser shall have the right to pay all or any part of such obligation at any time or times in advance of maturity without

penalty. In the event that the Company becomes a party to a Fundamental Business Transaction, such obligation (or

remaining portion thereof) shall be paid in full within thirty (30) days of the date that the Company becomes a party to such

transaction.

of any liens or encumbrances, other than those which may have been created to secure any indebtedness or obligations of

the Company.

(d) In each event that a Membership Interest in the Company is purchased as described in this Agreement, upon

the execution and delivery of the notes or payment of the cash as required herein, this Agreement shall operate as an

automatic transfer to the purchaser of the Membership Interest in the Company. The payment to be made to the selling

Member, Assignee, or its representative shall constitute complete release, liquidation and satisfaction of all the rights and

interest of the selling Member, Assignee, or its representative (and of all persons claiming by, through, or under the selling

Member, Assignee, or its representative) in and in respect of the Company, including, without limitation, any Membership

Interest, any rights in specific Company property, and any rights against the Company and (insofar as the affairs of the

Company are concerned) against the Members. The parties shall perform such actions and execute such documents that

may be reasonably necessary to effectuate and evidence such purchase and sale, and release as provided by this paragraph.

ARTICLE XV

DEFAULT OF A MEMBER

15.01 Failure to Contribute. If a Member does not contribute by the time required all or any portion of a Capital

Contribution that Member is required to make as provided in this Agreement, the Company may exercise, on notice to that Member

(the "Defaulting Member"), one or more of the following remedies:

(a) taking such action (including, without limitation, court proceedings) as the Managers may deem appropriate to

obtain payment by the Defaulting Member of the portion of the Defaulting Member's Capital Contribution that is in default,

together with interest thereon at the Default Interest Rate from the date that the Capital Contribution was due until the

date that it is made, all at the cost and expense of the Defaulting Member;

(b) permitting the other Members in proportion to their Percentage Interests or in such other percentages as they

may agree (the "Lending Member," whether one or more), to advance the portion of the Defaulting Member's Capital

Contribution that is in default, with the following results:

(i) the sum advanced constitutes a loan from the Lending Member to the Defaulting Member and a

Capital Contribution of that sum to the Company by the Defaulting Member pursuant to the applicable provisions

of this Agreement,

(ii) the principal balance of the loan and all accrued unpaid interest thereon is due and payable in whole

on the tenth (10th) day after written demand therefor by the Lending Member to the Defaulting Member,

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(iii) the amount lent bears interest at the Default Interest Rate from the day that the advance is deemed

made until the date that the loan, together with all interest accrued on it, is repaid to the Lending Member,

(iv) all distributions from the Company that otherwise would be made to the Defaulting Member

(whether before or after termination of the Company) instead shall be paid to the Lending Member until the loan

and all interest accrued on it have been paid in full to the Lending Member (with payments being applied first to

accrued and unpaid interest and then to principal),

(v) the payment of the loan and interest accrued on it is secured by a security interest in the Defaulting

Member's Membership Interest, as more fully set forth in paragraph 15.02 of this Agreement, and

(vi) the Lending Member has the right, in addition to the other rights and remedies granted to it pursuant

to this Agreement or available to it at law or in equity, to take any action (including, without limitation, court

proceedings) that the Lending Member may deem appropriate to obtain payment by the Defaulting Member of

the loan and all accrued and unpaid interest on it, at the cost and expense of the Defaulting Member;

(c)

exercising the rights of a secured party under the Uniform Commercial Code of the State of Texas;

(d)

reducing the Defaulting Member's Membership Interest or other interest in the Company;

(e)

subordination of the Defaulting Member's Membership Interest to the nondefaulting Member;

(f)

a forced sale of the Defaulting Member's Membership Interest at Fair Value and upon the terms of

purchase as provided in Article XIV;

(g)

forfeiture of the Defaulting Member's Membership Interest; or

(h)

exercising any other rights and remedies available at law or in equity.

15.02 Security. Each Member grants to the Company, and to each Lending Member with respect to any loans made by the

Lending Member to that Member as a Defaulting Member under this Article, as security, equally and ratably, for the payment of all

Capital Contributions that Member has agreed to make and the payment of all loans and interest accrued on them made by Lending

Members to that Member as a Defaulting Member pursuant to paragraph 15.01(b) of this Agreement, a security interest in, and a

general lien on its Membership Interest and the proceeds thereof, all under the Uniform Commercial Code of the State of Texas. It is

expressly agreed that the security interest created thereby shall be governed by Chapter 8 of the Uniform Commercial Code of the

State of Texas. On any default in the payment of a Capital Contribution or in the payment of such a loan or interest accrued on it,

the Company or the Lending Member, as applicable, is entitled to all the rights and remedies of a secured party under the Uniform

Commercial Code of the State of Texas with respect to the security interest granted in this Article. Each Member shall execute and

deliver to the Company and the other Members all financing statements and other instruments that the Managers or the Lending

Member, as applicable, may request to effectuate and carry out the preceding provisions of this Article. At the option of the

Managers or a Lending Member, this Agreement or a carbon, photographic, or other copy hereof may serve as a financing

statement.

15.03 Compromise or Release. The obligation of a Defaulting Member or its legal representative or successor to make a

contribution or otherwise pay cash or transfer property or to return cash or property paid or distributed to the Defaulting Member

in violation of the TBOC or this Agreement may be compromised or released only with the approval of the unanimous consent of the

Managers. Notwithstanding the compromise or release, a creditor of the Company who extends credit or otherwise acts in

reasonable reliance on that obligation, after the Member signs a writing that reflects the obligation and before the writing is

amended or canceled to reflect the compromise or release, may enforce the original obligation.

15.04 Expulsion. A Member may be expelled from the Company by unanimous vote of all other Members (not including

the Member to be expelled) if that Member (a) has willfully violated any provision of this Agreement; (b) committed fraud, theft, or

gross negligence against the Company or one or more Members of the Company, or (c) engaged in wrongful conduct that adversely

and materially affects the business or operation of the Company. Such a Member shall be considered a Defaulting Member, and the

Company or other Members may also exercise any one or more of the remedies provided for in Article 15.01. The Company may

offset any damages to the Company or its Members occasioned by the misconduct of the expelled Member against any amounts

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distributable or otherwise payable by the Company to the expelled Member.

ARTICLE XVI

WINDING UP AND TERMINATION

16.01 Event Requiring Termination. The Company shall begin to wind up its affairs upon the first of the following to occur:

(a) the execution of an instrument approving the termination of the Company by unanimous consent of the

Members;

(b) the occurrence of any event that terminates the continued membership of the last remaining Member of the

Company; provided, however, that the Company is not dissolved if, no later than ninety (90) days after the termination of

the membership of the last remaining Member, the legal representative or successor of the last remaining Member agrees

to cancel the event requiring winding up, to continue the Company and to become a Member, or to designate another

person who agrees to become a Member, as of the date of termination of the membership of the last remaining Member;

(d) the occurrence of a nonwaivable event under the terms of the TBOC which requires the Company to be

terminated; or

(e) by the act of a Simple Majority of the Members, if no capital has been paid into the Company, and the

Company has not otherwise commenced business.

16.02 Business May Be Continued. Except as provided in paragraph 16.01(b) of this Agreement:

(a) an event that requires the winding up of the Company's business shall not terminate the Company if, no later

than one year after the date of the event, the Members unanimously consent to cancel the event requiring winding up.

(b) the expiration of a period of duration that requires the winding up of the Company's business shall not

terminate the Company if, no later than three years after the date the period of duration expires, the Members

unanimously consent to amend the Company's Certificate of Formation and this Agreement to extend the Company's

period of duration.

16.03 Purchase of Former Member's Membership Interest. Upon an event requiring winding up as provided in paragraph

16.01 of this Agreement, the Company's books shall be closed upon the date of such event, so as to determine the Former

Member's Membership Interest value on the date ending all of the Former Member's financial interest in the Company. Within one

hundred eighty (180) days of such event, the Company shall purchase the Former Member's Membership Interest at Fair Value (as

determined by paragraph 14.07 of this Agreement), upon terms of purchase as provided in Article XIV of this Agreement.

16.04 Liquidation. As soon as possible following an event requiring termination of the Company, the Managers shall act as

liquidator or may appoint one or more Managers or Members as liquidator. The liquidator shall proceed diligently to wind up the

affairs of the Company and make final distributions as provided herein and in the TBOC. The costs of liquidation shall be borne as a

Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power

and authority of the Managers. The steps to be accomplished by the liquidator are as follows:

(a) as promptly as possible after such event and again after final liquidation, the liquidator shall cause a proper

accounting to be made by a recognized firm of certified public accountants of the Company's assets, liabilities, and

operations through the last day of the calendar month in which the termination occurs or the final liquidation is completed,

as applicable;

(b) the liquidator shall cause the notice described in Section 11.052 of the TBOC to be delivered to each known

claimant against the Company;

the Company (including, without limitation, all expenses incurred in liquidation and any advances described in paragraph

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4.04 of this Agreement) or otherwise make adequate provision for payment and discharge thereof (including, without

limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the

liquidator may reasonably determine); and

(d) all remaining assets of the Company shall be distributed to the Members as follows:

(i) the liquidator may sell any or all Company property, including to Members, and any resulting gain or

loss from each sale shall be computed and allocated to the Capital Accounts of the Members;

(ii) with respect to all Company property that has not been sold, the fair market value of that property

shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the

unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital

Accounts previously would be allocated among the Members if there were a taxable disposition of that property

for the fair market value of that property on the date of distribution; and

(iii) Company property shall be distributed among the Members in accordance with the positive Capital

Account balances of the Members, as determined after taking into account all Capital Account adjustments for the

taxable year of the Company during which the liquidation of the company occurs (other than those made by

reason of this clause (iii)); and those distributions shall be made by the end of the taxable year of the Company

during which the liquidation of the Company occurs (or, if later, ninety (90) days after the date of liquidation).

All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses, and liabilities

theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and

liabilities shall be allocated to the distributee pursuant to this paragraph. Upon completion of all distributions to the Member, such

distribution shall constitute a complete return to the Member of its Capital Contributions and release all claims against the

Company. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

16.05 Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and

notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in the Capital Account of any

Member results from or is attributable to deductions and losses of the Company (including non‐cash items such as depreciation), or

distributions of money pursuant to this Agreement to all Members in proportion to their respective Percentage Interests, upon

termination of the Company such deficit shall not be an asset of the Company and such Members shall not be obligated to

contribute such amount to the Company to bring the balance of such Member's Capital Account to zero.

16.06 Certificate of Termination. On completion of the distribution of Company assets as provided herein, the Company is

terminated, and the Managers (or such other person or persons as the TBOC may require or permit) shall execute, acknowledge and

cause to be filed a Certificate of Termination, at which time the Company shall cease to exist as a limited liability company.

ARTICLE XVII

AMENDMENT OR MODIFICATION

17.01 Amendment or Modification. This Agreement may be amended or modified from time to time only with a written

instrument executed (a) with the unanimous consent of the Managers or (b) by a Super Majority of the Members.

17.02 Special Provisions for Certain Amendments or Modifications.

(a) An amendment or modification reducing a Member's Percentage Interest or increasing its Capital Commitment

(other than to reflect changes otherwise provided by this Agreement) is effective only with that Member's consent.

(b) An amendment or modification reducing the required Percentage Interest or other measure for any consent or

vote in this Agreement is effective only with the consent or vote of Members having the Percentage Interest or other

measure theretofore required.

series may be made by a committee of Managers, within the authority of Managers or otherwise provided in the Certificate

of Formation, the TBOC, or resolutions by Members forming the committee.

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(d) An amendment or modification made solely to reflect the admission or withdrawal of a Member (such as to

Exhibit A) need not be approved by any Member if the requirements set forth in this Agreement with respect to the

admission or withdrawal of the Member are otherwise satisfied.

ARTICLE XVIII

GENERAL PROVISIONS

18.01 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the

masculine, feminine, and neuter. In the event there is only one Member, then references to Members in the plural should be

construed as singular; likewise, in the event there is only one Manager, then references to Members in the plural should also be

construed as singular.

18.02 Offset. Whenever the Company is to pay any sum to any Member, any amounts that Member owes the Company

may be deducted from that sum before payment.

18.03 Notices. Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided

for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the

United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by

delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given

under this Agreement is effective on receipt by the person. All notices, requests, and consents to be sent to a Member must be sent

to or made at the addresses given for that Member on Exhibit A or such other address as that Member may specify by notice to the

other Members. Any notice, request, or consent to the Company or the Managers must be given to the Managers at the following

address:

0000 XX‐00 Xxxx, Xxx. 000

Xxx Xxxxxxx, Xxxxx 00000

Whenever any notice is required to be given by law, the Certificate of Formation or this Agreement, a written waiver thereof, signed

by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such

notice.

18.04 Entire Agreement; Supersedes Other Agreements. This Agreement includes the entire agreement of the Members

and their Affiliates relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether

oral or written.

18.05 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any person in

the performance by that person of its obligations with respect to the Company is not a consent or waiver to or of any other breach

or default in the performance by that person of the same or any other obligations of that person with respect to the Company.

Failure on the part of a person to complain of any act of any person or to declare any person in default with respect to the Company,

irrespective of how long that failure continues, does not constitute a waiver by that person of its rights with respect to that default

until the applicable statute‐of‐limitations period has run.

18.06 Binding Effect. Subject to the restrictions on Transfers set forth in this Agreement, this Agreement is binding on and

inure to the benefit of the Members and their respective heirs, legal representatives, successors, and assigns. However, unless and

until properly admitted as a Member, no Assignee will have any rights of a Member beyond those provided expressly set forth in this

Agreement or granted by the TBOC to assignees.

18.07 Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF

THE STATE OF TEXAS, EXCLUDING ANY CONFLICT‐OF‐LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE

CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

18.08 Severability. If any provision of this Agreement or the application thereof to any person or circumstance is held

invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other persons or

circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.

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18.09 Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member

shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or

appropriate to effectuate and perform the provisions of this Agreement and those transactions.

18.10 Waiver of Certain Rights. Each Member irrevocably waives any right it may have to maintain any action for

dissolution of the Company or for partition of the property of the Company.

18.11 Indemnification. To the fullest extent permitted by law, each Member shall indemnify the Company, each Manager

and each other Member and hold them harmless from and against all losses, costs, liabilities, damages, and expenses (including,

without limitation, costs of suit and attorney's fees) they may incur on account of any breach by that Member of this Agreement.

18.12 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signing

parties had signed the same instrument.

ARTICLE XIX

NOTICES AND DISCLOSURES

19.01 Compliance with Regulation D of the Securities Act of 1933. THE OWNERSHIP INTERESTS THAT ARE THE SUBJECT OF

THIS COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE

SECURITIES LAWS. THE INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED, OR OTHERWISE DISPOSED OF

UNTIL THE HOLDER THEREOF PROVIDES EVIDENCE SATISFACTORY TO THE MANAGERS (WHICH, IN THE DISCRETION OF THE

MANAGERS, MAY INCLUDE AN OPINION OF COUNSEL) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION WILL

NOT VIOLATE APPLICABLE FEDERAL OR STATE SECURITIES LAWS. THE OWNERSHIP INTERESTS THAT ARE THE SUBJECT OF THIS

COMPANY AGREEMENT ARE SUBJECT TO RESTRICTIONS ON THE SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION AS SET FORTH IN

THIS COMPANY AGREEMENT.

19.02 Notice to Members. By executing this Agreement, each Member acknowledges that it has actual notice of all of the

provisions of this Agreement, including, without limitation, the restrictions on the transfer of Membership Interests set forth in this

Agreement, and all of the provisions of the Certificate of Formation. Except as otherwise expressly provided by law, each Member

hereby agrees that this Agreement constitutes adequate notice of any notice requirement under Chapter 8 of the Uniform

Commercial Code, and each Member hereby waives any requirement that any further notice thereunder be given.

19.03 Limitation of Liability. Pursuant to Article 581‐1 et seq. of the Texas Revised Civil Statutes (the "Texas Securities

Act"), the liability under the Texas Securities Act of a lawyer, accountant, consultant, the firm of any of the foregoing, and any other

person engaged to provide services relating to an offering of securities of the Company ("Service Providers") is limited to a maximum

of three times the fee paid by the Company or seller of the Company's securities, unless the trier of fact finds that such Service

Provider engaged in intentional wrongdoing in providing the services. By executing this Agreement, each Member hereby

acknowledges the disclosure contained in this paragraph.

IN WITNESS HEREOF, the Managers have adopted this Company Agreement and the Members have executed this Company

Agreement, as of the Effective Date.

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EXHIBIT A

MEMBERS OF deeproot Growth Runs Deep Fund, LLC

Initial Capital

Capital

Percentage

Member's Name and Address

Contribution

Commitment

Interest

dprt Funds, LLC

0000 XX‐00 Xxxx, Xxx. 000

$100.00

$0.00

100%

Xxx Xxxxxxx, Xxxxx 00000

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COMPANY AGREEMENT

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