Common use of Membership Interests Clause in Contracts

Membership Interests. The Initial Members own, beneficially and of record, all of the Initial Members Interests, free and clear of all Encumbrances, which Initial Members Interests comprise, as of the date of this Agreement, 100% of the issued and outstanding equity interests of the Company. As of Closing the Members shall own, and upon Closing the Purchaser shall acquire, beneficially and of record, all of the Interests, free and clear of all Encumbrances, which Interests shall comprise 100% of the issued and outstanding equity interests of the Company. The Initial Members Interests were issued, and the Additional Interests will be issued, in compliance with all applicable Laws and the Interests are not, and will not be, subject to, nor were they issued, or will be issued, in violation of, any preemptive rights. Except as set forth on Disclosure Schedule 4.5, no equity interests of the Company are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital of the Company, pursuant to which the Company is or may become obligated to issue any equity interests or any securities convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests in the Company. Except as set forth on Disclosure Schedule 4.5, there are no voting trusts, proxies or other agreements or understandings to which the Company or the Members is a party with respect to the voting of the Interests. Except for Purchaser’s right under this Agreement, no Person has any written or oral agreement, option or warrant or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming such for (i) the purchase or acquisition from the Members of any of the Interests, or (ii) the purchase, subscription, allotment or issuance of any equity interests or other securities of the Company.

Membership Interests. The Initial Members own, beneficially (a) Schedule 4.3(a) accurately and of record, all completely sets forth the capital structure of the Initial Members InterestsCompany including the number of membership interests, free or other equity interests which are authorized and clear of all Encumbrances, which Initial Members Interests comprise, as of the date of this Agreement, 100% are issued and outstanding. All of the issued and outstanding membership interests, or other equity interests of the Company. As Company (a) are duly authorized, validly issued, fully paid and nonassessable, (b) are, immediately prior to the Closing, held of Closing record by the Members shall ownPersons and in the amounts set forth on Schedule 4.3(a), and upon Closing (c) were not issued or acquired by the Purchaser shall acquire, beneficially and of record, all of the Interests, free and clear of all Encumbrances, which Interests shall comprise 100% of the issued and outstanding equity interests of the Company. The Initial Members Interests were issued, and the Additional Interests will be issued, in compliance with all applicable Laws and the Interests are not, and will not be, subject to, nor were they issued, or will be issued, holders thereof in violation ofof any Law, agreement or the preemptive rights of any preemptive rightsPerson. Except as set forth on Disclosure Schedule 4.54.3(a), no membership interests, or other equity interests of the Company are reserved for issuance or are held in treasury, and (i) there are no outstanding or authorized options, warrants, rights, calls, commitments, conversion rights, rights of exchange, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, securities or other plans or commitments, contingent or otherwise, relating to the capital membership interests of the Company; (ii) there are no outstanding contracts or other agreements of the Company, pursuant the Members, or any other Person to purchase, redeem or otherwise acquire any outstanding membership interests or other equity interests of the Company, or securities or obligations of any kind convertible into membership interests or other equity interests of the Company; (iii) there are no dividends which have accrued or been declared but are unpaid on the membership interests or other equity interests of the Company; (iv) there are no outstanding or authorized membership interests appreciation, phantom unit, equity incentive plans or similar rights with respect to the Company; (v) there are no voting agreements or other agreements relating to the management of the Company; and (vi) there are no statutory preemptive rights, and the Company is has not granted any preemptive or may become obligated similar rights, to issue purchase from the Company any equity interests or any securities convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests in the Companyof its membership interests. Except as set forth on Disclosure Schedule 4.54.3(a), there are no voting truststhe Company has never purchased, proxies redeemed or otherwise acquired any membership interests or other agreements equity interests of the Company. Other than the Members, no other Person is the record holder of any membership interests or understandings other equity interests in the Company (other than the Purchaser at Closing). No prior offer, issue, redemption, call, purchase, sale, transfer, negotiation or other transaction of any nature or kind with respect to which any membership interests (including options, warrants or debt convertible into membership interests, options or warrants) of the Company or any entity that has been merged into the Company has given rise to any claim or action by any Person that is enforceable against the Company, the Members, or the Purchaser, and no fact or circumstance exists that could give rise to any such right, claim or action. All redemptions or transfers of membership interests or other equity interests of the Company are set forth on Schedule 4.3(a). (b) The Members is a party with respect are, immediately prior to the voting Closing, the exclusive owners of, and have good and valid title to and record and beneficial ownership of, the Membership Interests of the Interests. Except for PurchaserCompany set forth next to the Member’s right under this Agreementname on Schedule 4.3(a), no Person has any written or oral agreement, option or warrant or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming and such for Membership Interests (i) the purchase or acquisition from the Members of any of the Interestsare validly issued, or fully paid, and nonassessable, and (ii) are, and shall be transferred, assigned and delivered to the purchasePurchaser at Closing, subscriptionfree and clear of all Liens. (c) Other than the Membership Interests listed on Schedule 4.3(a), allotment the Members own no membership interests of the Company or issuance of any other equity interests or other securities security of the Company, or any option, warrant, right, call, commitment or right of any kind to have any such equity security issued.

Membership Interests. (a) The Initial Members ownMembership Interests comprise all of the membership interests and equity interests of each Project Company. The Membership Interests are owned beneficially and of record by Seller and have been duly authorized and validly issued and are fully paid and nonassessable. Seller owns and holds, beneficially and of record, all of good and marketable title to the Initial Members entire right, title and interest in the Membership Interests, free and clear of all Encumbrancesany claim, which Initial Members Interests comprisesuit, as of the date of this Agreementproceeding, 100% of the issued and outstanding equity interests of the Companycall commitment, voting trust, proxy, restriction, limitation or Encumbrance. As of Closing the Members shall own, and upon Closing the Purchaser shall acquire, beneficially and of record, all of the Interests, free and clear of all Encumbrances, which Interests shall comprise 100% of the issued and outstanding equity interests of the Company. The Initial Members Interests were issued, and the Additional Interests will be issued, in compliance with all applicable Laws and the Interests are not, and will not be, subject to, nor were they issued, No Person other than Seller is or will be issued, in violation of, any preemptive rights. Except as set forth on Disclosure Schedule 4.5, no equity interests of the Company are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims has ever been a member of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital of the Company, pursuant to which the Company is or may become obligated to issue any equity interests or any securities convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests in the Company. Except as set forth on Disclosure Schedule 4.5, there are no voting trusts, proxies or other agreements or understandings to which the Project Company or the Members is a party with respect to the voting of the Interests. owned any Membership Interests in any Project Company. (b) Except for Purchaser’s right under this Agreement, no Person has option, warrant, call, conversion right, preemptive right or commitment of any written kind, whether direct, contingent, or oral agreementotherwise, option exists that obligates or warrant would obligate Seller or any right Project Company to issue any ownership interests in such Project Company or privilege (whether by Lawthat obligates Seller or such Project Company to sell, pre-emptive transfer, issue or contractual) capable of becoming such for (i) the purchase or acquisition from the Members otherwise dispose of any Membership Interest or other interest in such Project Company. There are no restrictions upon the voting or transfer of any ownership interests in any Project Company or any of its assets, properties or business, except for any restrictions imposed by the InterestsSecurities Act of 1933, as amended (the “Securities Act”) or any other applicable Law or any other restrictions applicable to Buyer. There is no outstanding stock appreciation, phantom stock, profit participation, equity participation or similar right that is binding on any Project Company. There are no bonds, debentures, notes or other Indebtedness of any Project Company having the right to vote on or consent to (or, convertible into, or (iiexchangeable for, securities having the right to vote on or consent to) the purchase, subscription, allotment any matters on which members or issuance managers of any equity interests or other securities of the Companysuch Project Company may vote.

Membership Interests. The Initial Members own6.2.1 Seller owns, beneficially and of record, all one hundred percent (100%) of the Initial Members Interests, Membership Interests free and clear of all Encumbrances, which Initial Members Interests comprise, as Liens (other than any restrictions on transfer of the date Membership Interests under any Applicable Law, the Organizational Documents of Seller or the Acquired Companies, or in accordance with this Agreement, 100% the Buyer Ancillary Agreements or the Seller Ancillary Agreements). All of the Membership Interests (a) have been duly authorized, validly issued and outstanding equity interests were not issued in violation of the Company. As of Closing the Members shall ownany Person’s preemptive or other purchase rights, (b) are fully paid, and upon Closing the Purchaser shall acquire, beneficially and of record, all of the Interests, free and clear of all Encumbrances, which Interests shall comprise 100% of the (c) were issued and outstanding equity interests of the Company. The Initial Members Interests were issued, and the Additional Interests will be issued, in compliance with all applicable Laws and the Interests are not, and will not be, subject to, nor were they issuedApplicable Laws. 6.2.2 No other Persons own or have any interest in, or will be issued, in violation of, any preemptive rights. Except as set forth on Disclosure Schedule 4.5, no equity interests of the Company are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, option or other commitments, right (contingent or otherwise), including any right of first refusal or right of first offer, to acquire the Membership Interests or any equity or other ownership interest in the Acquired Companies. Except for the Acquired Companies’ Organizational Documents and this Agreement, there is no (a) voting trust or agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right, “drag-along” or “tag-along” right, stock appreciation right, redemption or repurchase right, anti-dilutive right or proxy relating to the capital of Membership Interests or the CompanyAcquired Companies, pursuant to which (b) Contract restricting the Company is or may become obligated to issue any equity interests or any securities convertible into, exchangeable fortransfer of, or evidencing requiring the right to subscribe forregistration for sale of, any equity interests in the Company. Except as set forth on Disclosure Schedule 4.5, there are no voting trusts, proxies or other agreements or understandings to which the Company or the Members is a party with respect to the voting of the Interests. Except for Purchaser’s right under this Agreement, no Person has any written or oral agreement, option or warrant or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming such for (i) the purchase or acquisition from the Members of any of the Membership Interests, or (iic) the option, warrant, restricted stock, restricted stock units, profits interests, phantom units, call, right or other Contract to issue, transfer, deliver, grant, convert, exchange, sell, subscribe for, purchase, subscription, allotment redeem or issuance of acquire any equity interests or other securities ownership interest in the Acquired Companies or agreement to enter into any Contract with respect thereto. 6.2.3 No Acquired Company (a) owns, of the Companyrecord or beneficially, or controls, directly or indirectly, any equity or other ownership interest in any Person (or any option, warrant, security or other right convertible, exchangeable or exercisable therefor), or (b) has any subsidiaries and is, directly or indirectly, a participant in any joint venture, partnership, trust, association or other limited liability entity.

Membership Interests. The Initial Members own(a) Except as set forth in Section 4.03 of the Company Disclosure Letter, beneficially the Units owned by the Sellers are all of the outstanding Equity Participations of the Company. Upon the consummation of the transactions contemplated by this Agreement, the Buyer will acquire good and marketable title to all of recordthe Company’s Equity Participations, which upon the Closing shall be free and clear of any Taxes, Encumbrances, warrants, purchase rights, Contracts, commitments, assessments, equities and demands. Except as set forth in Section 4.03(a) of the Company Disclosure Letter, there are no rights, commitments, or Contracts of any character to which the Company or any Subsidiary is bound relating to the issued or unissued Equity Participations of the Company, including the Units, or convertible into or exchangeable or exercisable for the Equity Participations of the Company, including the Units, or obligating the Company or the Subsidiaries to issue or sell Equity Participations of the Company or the Subsidiaries or securities convertible into or exchangeable or exercisable for the Equity Participations of the Company of the Subsidiaries. (b) Section 4.03(b) of the Company Disclosure Letter sets forth (i) the name and address of each Person owning Units, (ii) the number of Units owned of record by such Person, and (iii) with respect to any interest convertible, exchangeable or exercisable for Units (1) the name of the individual holding such interest, (2) the number of Units into which such interest is convertible, exchangeable or exercisable, (3) the conversion or exercise price thereof, (4) the vesting schedule applicable to such interest, if any, and (5) the Company Plan or other Contract pursuant to which such interest was issued. To the Company’s Knowledge, all of the Initial Members Interestsoutstanding Units and any Equity Participations convertible, free and clear of all Encumbrances, which Initial Members Interests comprise, as of the date of this Agreement, 100% of the exchangeable or exercisable for Units were issued and outstanding equity interests of the Company. As of Closing the Members shall own, and upon Closing the Purchaser shall acquire, beneficially and of record, all of the Interests, free and clear of all Encumbrances, which Interests shall comprise 100% of the issued and outstanding equity interests of the Company. The Initial Members Interests were issued, and the Additional Interests will be issued, in compliance with all applicable Laws state and the Interests are notfederal securities laws. (c) No bonds, and will not bedebentures, subject to, nor were they issued, notes or will be issued, in violation of, any preemptive rights. Except as set forth on Disclosure Schedule 4.5, no equity interests other Indebtedness of the Company are reserved for issuance and or any of the Subsidiaries has the right to vote on any matters on which members or equityholders may vote. (d) Except as described in Section 4.03(d) of the Company Disclosure Letter, there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital of the Company, pursuant to which the Company is or may become obligated to issue any equity interests or any securities convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests in the Company. Except as set forth on Disclosure Schedule 4.5, there are no voting trusts, proxies or other agreements or understandings Contracts to which the Company or any of the Members Subsidiaries is a party with respect or to the voting which any of the Interests. Except for Purchaser’s right under this AgreementAssets of the Company or the Subsidiaries are subject, no Person has whether oral or written, express or implied to which any written or oral agreement, option or warrant of the Company or any right of the Subsidiaries is a party or privilege (whether by Law, pre-emptive or contractual) capable of becoming such for which they are otherwise bound (i) restricting the purchase transfer of, (ii) affecting the voting rights of, (iii) requiring the repurchase, redemption or acquisition from disposition of, or containing any right of first refusal with respect to, (iv) requiring the Members of any of the Interestsregistration for sale of, or (iiv) granting any preemptive or antidilutive right with respect to, any Units or other Equity Participations of the purchaseCompany or the Subsidiaries or otherwise granting any Person the right to make an investment in, subscriptionor loan to, allotment the Company or issuance any Subsidiary. Except as disclosed in Section 4.03(d) of the Company Disclosure Letter, there are no outstanding obligations under any Contract of the Company or any Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary or any other Person, other than guarantees by the Company of any equity interests Indebtedness or other securities obligations of the Companyany wholly–owned Subsidiary.

Membership Interests. The Initial Woodward Members own, beneficially have good and of record, valid title to all of the Initial Members Membership Interests, free and clear of all any Encumbrances, which Initial Members Interests compriseand are the record and beneficial owner thereof. At the Closing, good and valid title to the Purchased Membership Interest will pass to GE free and clear of any Encumbrances, other than those arising from acts of GE or its Affiliates and arising under, once executed, the Operating Agreement. Except for the Membership Interests, as of the date of this AgreementClosing, 100% of the issued and outstanding there are no voting securities of, or other equity interests of in, the Company. As of Closing the Members shall own, and upon Closing the Purchaser shall acquire, beneficially and of record, all of the Interests, free and clear of all Encumbrances, which Interests shall comprise 100% of the issued and outstanding equity interests of the Companyreserved for issuance or outstanding. The Initial Members Membership Interests were have been duly authorized and validly issued, and the Additional . The Membership Interests will be issued, in compliance with all applicable Laws and the Interests are not, and will have not be, subject to, nor were they issued, or will be issued, been issued in violation of, and are not subject to, any preemptive rights. Except as set forth on Disclosure Schedule 4.5preemptive, no equity interests subscription or similar rights under any provision of applicable Law, the Initial Operating Agreement (or comparable governing instrument of the Company) or any Contract to which the Company are reserved for issuance and or any Woodward Member is subject, bound or a party. As of the Closing, there are no outstanding bonds, debentures, notes or authorized other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which holders of the Membership Interests may vote (“Voting Debt”). As of the Closing, there are no outstanding warrants, options, warrants, rights, subscriptions“phantom” stock rights, claims of any characterstock appreciation rights, agreements, obligationsstock based performance units, convertible or exchangeable securities, securities or other commitments, contingent commitments or otherwise, relating to the capital of the Company, undertakings (other than this Agreement) (a) pursuant to which either of the Company is Woodward Members or any of their Affiliates are or may become obligated to issue issue, deliver or sell (i) any other voting securities of, or equity interests or in, the Company, (ii) any securities security convertible into, or exchangeable for, voting securities of, or evidencing equity interests in, the Company or (iii) any Voting Debt, (b) pursuant to which any of the Company, the Woodward Members or any of their Affiliates are or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking relating to the Company or (c) that give any Person the right to subscribe for, receive any equity interests in the Company. Except as set forth on Disclosure Schedule 4.5, there are no voting trusts, proxies benefits or other agreements rights similar to any rights enjoyed by or understandings to which the Company or the Members is a party with respect accruing to the voting holders of the Membership Interests. Except for Purchaser’s right under Other than this Agreement, no Person has any written or oral agreementthe Woodward Ancillary Documents and the Initial Operating Agreement, option or warrant or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming such for (i) the purchase or acquisition from the Members of any as of the InterestsClosing, or (ii) the purchase, subscription, allotment or issuance of Membership Interests are not subject to any equity interests voting trust agreement or other securities Contract, including any such Contract restricting or otherwise relating to the voting, dividend rights or disposition of the CompanyMembership Interests.

Membership Interests. The Initial Members own, beneficially (a) Schedule 4.3(a) accurately and of record, all completely sets forth the capital structure of the Initial Members InterestsCompany including the number of membership interests, free or other equity interests which are authorized and clear of all Encumbrances, which Initial Members Interests comprise, as of the date of this Agreement, 100% are issued and outstanding. All of the issued and outstanding membership interests, or other equity interests of the Company. As Company (a) are duly authorized, validly issued, fully paid and nonassessable, (b) are, immediately prior to the Closing, held of Closing record by the Members shall ownPersons and in the amounts set forth on Schedule 4.3(a), and upon Closing (c) were not issued or acquired by the Purchaser shall acquire, beneficially and of record, all of the Interests, free and clear of all Encumbrances, which Interests shall comprise 100% of the issued and outstanding equity interests of the Company. The Initial Members Interests were issued, and the Additional Interests will be issued, in compliance with all applicable Laws and the Interests are not, and will not be, subject to, nor were they issued, or will be issued, holders thereof in violation ofof any Law, agreement or the preemptive rights of any preemptive rightsPerson. Except as set forth on Disclosure Schedule 4.54.3(a), no membership interests, or other equity interests of the Company are reserved for issuance or are held in treasury, and (i) there are no outstanding or authorized options, warrants, rights, calls, commitments, conversion rights, rights of exchange, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, securities or other plans or commitments, contingent or otherwise, relating to the capital membership interests of the Company; (ii) there are no outstanding contracts or other agreements of the Company, pursuant the Member, or any other Person to purchase, redeem or otherwise acquire any outstanding membership interests or other equity interests of the Company, or securities or obligations of any kind convertible into membership interests or other equity interests of the Company; (iii) there are no dividends which have accrued or been declared but are unpaid on the membership interests or other equity interests of the Company; (iv) there are no outstanding or authorized membership interests appreciation, phantom unit, equity incentive plans or similar rights with respect to the Company; (v) there are no voting agreements or other agreements relating to the management of the Company; and (vi) there are no statutory preemptive rights, and the Company is has not granted any preemptive or may become obligated similar rights, to issue purchase from the Company any equity interests or any securities convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests in the Companyof its membership interests. Except as set forth on Disclosure Schedule 4.54.3(a), there are no voting truststhe Company has never purchased, proxies redeemed or otherwise acquired any membership interests or other agreements equity interests of the Company. Other than the Member, no other Person is the record holder of any membership interests or understandings other equity interests in the Company (other than the Purchaser at Closing). No prior offer, issue, redemption, call, purchase, sale, transfer, negotiation or other transaction of any nature or kind with respect to which any membership interests (including options, warrants or debt convertible into membership interests, options or warrants) of the Company or any entity that has been merged into the Members Company has given rise to any claim or action by any Person that is a party with respect enforceable against the Company, the Member, or the Purchaser, and no fact or circumstance exists that could give rise to any such right, claim or action. All redemptions or transfers of membership interests or other equity interests of the Company are set forth on Schedule 4.3(a). (b) The Member is, immediately prior to the voting Closing, the exclusive owners of, and have good and valid title to and record and beneficial ownership of, the membership interests of the Interests. Except for PurchaserCompany set forth next to the Member’s right under this Agreementname on Schedule 4.3(a), no Person has any written or oral agreement, option or warrant or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming and such for membership interests (i) the purchase or acquisition from the Members of any of the Interestsare validly issued, or fully paid, and nonassessable, and (ii) are, and shall be transferred, assigned and delivered to the purchasePurchaser at Closing, subscriptionfree and clear of all Liens. (c) Other than the membership interests listed on Schedule 4.3(a), allotment the Member own no membership interests of the Company or issuance of any other equity interests or other securities security of the Company, or any option, warrant, right, call, commitment or right of any kind to have any such equity security issued.

Membership Interests. The Initial ▇▇▇▇▇▇▇▇ Members own, beneficially have good and of record, valid title to all of the Initial Members Membership Interests, free and clear of all any Encumbrances, which Initial Members Interests compriseand are the record and beneficial owner thereof. At the Closing, good and valid title to the Purchased Membership Interest will pass to GE free and clear of any Encumbrances, other than those arising from acts of GE or its Affiliates and arising under, once executed, the Operating Agreement. Except for the Membership Interests, as of the date of this AgreementClosing, 100% of the issued and outstanding there are no voting securities of, or other equity interests of in, the Company. As of Closing the Members shall own, and upon Closing the Purchaser shall acquire, beneficially and of record, all of the Interests, free and clear of all Encumbrances, which Interests shall comprise 100% of the issued and outstanding equity interests of the Companyreserved for issuance or outstanding. The Initial Members Membership Interests were have been duly authorized and validly issued, and the Additional . The Membership Interests will be issued, in compliance with all applicable Laws and the Interests are not, and will have not be, subject to, nor were they issued, or will be issued, been issued in violation of, and are not subject to, any preemptive rights. Except as set forth on Disclosure Schedule 4.5preemptive, no equity interests subscription or similar rights under any provision of applicable Law, the Initial Operating Agreement (or comparable governing instrument of the Company) or any Contract to which the Company are reserved for issuance and or any ▇▇▇▇▇▇▇▇ Member is subject, bound or a party. As of the Closing, there are no outstanding bonds, debentures, notes or authorized other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which holders of the Membership Interests may vote (“Voting Debt”). As of the Closing, there are no outstanding warrants, options, warrants, rights, subscriptions“phantom” stock rights, claims of any characterstock appreciation rights, agreements, obligationsstock based performance units, convertible or exchangeable securities, securities or other commitments, contingent commitments or otherwise, relating to the capital of the Company, undertakings (other than this Agreement) (a) pursuant to which either of the Company is ▇▇▇▇▇▇▇▇ Members or any of their Affiliates are or may become obligated to issue issue, deliver or sell (i) any other voting securities of, or equity interests or in, the Company, (ii) any securities security convertible into, or exchangeable for, voting securities of, or evidencing equity interests in, the Company or (iii) any Voting Debt, (b) pursuant to which any of the Company, the ▇▇▇▇▇▇▇▇ Members or any of their Affiliates are or may become obligated to issue, grant, extend or enter into any such warrant, option, right, unit, security, commitment or undertaking relating to the Company or (c) that give any Person the right to subscribe for, receive any equity interests in benefits or rights similar to any rights enjoyed by or accruing [***] Confidential treatment has been requested for the Companybracketed portions. Except as set forth on Disclosure Schedule 4.5, there are no voting trusts, proxies or other agreements or understandings to which The confidential redacted portion has been omitted and filed separately with the Company or the Members is a party with respect Securities and Exchange Commission. to the voting holders of the Membership Interests. Except for Purchaser’s right under Other than this Agreement, no Person has any written or oral agreementthe ▇▇▇▇▇▇▇▇ Ancillary Documents and the Initial Operating Agreement, option or warrant or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming such for (i) the purchase or acquisition from the Members of any as of the InterestsClosing, or (ii) the purchase, subscription, allotment or issuance of Membership Interests are not subject to any equity interests voting trust agreement or other securities Contract, including any such Contract restricting or otherwise relating to the voting, dividend rights or disposition of the CompanyMembership Interests.

Membership Interests. The Initial Members own, beneficially 5.2.1 Seller owns and is the sole beneficial and record owner of record, all 100% of the Initial Members Interests, Membership Interests free and clear of all Encumbrances, which Initial Members Interests comprise, as Liens. All of the date Membership Interests (i) have been duly authorized, validly issued and were not issued in violation of this Agreementany Person’s preemptive or other purchase rights, 100% (ii) are fully paid and, except as may be expressly set forth in the Organizational Documents of the Project Company or as required by Applicable Law, have no requirements for the owner thereof to make additional contributions to the Project Company, and (iii) were issued and outstanding equity interests in compliance with Applicable Laws. There are no existing facts that would reasonably be expected to cause the Project Company to require additional capital contributions prior to the Closing Date. Upon consummation of the Company. As Transactions, Buyer will hold of Closing the Members shall own, record and upon Closing the Purchaser shall acquire, own beneficially good and of record, valid title to all of the Interests, Membership Interests free and clear of any and all Encumbrances, which Interests shall comprise 100% of the issued and outstanding equity interests of the Company. The Initial Members Interests were issued, and the Additional Interests will be issued, in compliance with all applicable Laws and the Interests are not, and will not be, subject to, nor were they issuedLiens. 5.2.2 No other Persons own or have any interest in, or will be issued, in violation of, any preemptive rights. Except as set forth on Disclosure Schedule 4.5, no equity interests of the Company are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, option or other commitments, right (contingent or otherwise), including any right of first refusal or right of first offer, to acquire the Membership Interests or any equity or other ownership interest in the Project Company. Except for the Project Company operating agreement and this Agreement, there is no (i) voting trust or agreement, membership agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right, “drag-along” or “tag-along” right, stock appreciation right, redemption or repurchase right, anti-dilutive right or proxy relating to the capital of Membership Interests or the Project Company, pursuant to which (ii) Contract restricting the Company is or may become obligated to issue any equity interests or any securities convertible into, exchangeable fortransfer of, or evidencing requiring the right to subscribe forregistration for sale of, any equity interests in the Company. Except as set forth on Disclosure Schedule 4.5, there are no voting trusts, proxies or other agreements or understandings to which the Company or the Members is a party with respect to the voting of the Interests. Except for Purchaser’s right under this Agreement, no Person has any written or oral agreement, option or warrant or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming such for (i) the purchase or acquisition from the Members of any of the Membership Interests, or (iii) option, warrant, call, right or other Contract to issue, transfer, deliver, grant, convert, exchange, sell, subscribe for, purchase, redeem or acquire any equity or other ownership interest in the Project Company or agreement to enter into any Contract with respect thereto. 5.2.3 The Project Company (i) does not own, of record or beneficially, or control, directly or indirectly, any equity or other ownership interest in any Person (or any option, warrant, security or other right convertible, exchangeable or exercisable therefor), and (ii) the purchaseis not, subscriptiondirectly or indirectly, allotment or issuance of a participant in any equity interests joint venture, partnership, trust, association or other securities of the Company.limited liability entity

Membership Interests. The Initial Seller Members own, beneficially and of record, record (including all of the Initial Members Interestsrights and obligations in respect thereof), free and clear of all any Encumbrances (other than Permitted Encumbrances, which Initial Members Interests comprise, as of the date of this Agreement), 100% of the issued Membership Interests and outstanding equity interests of Equity Interests in the Company. As Schedule B is an accurate and complete list of the Membership Interests held by each Seller Member in respect of any such Membership Interests) as of immediately prior to the Closing and no other Person has any interest in the Members shall own, and upon Closing Company. Each Seller Member is the Purchaser shall acquire, beneficially and only “member” (as defined in the Act) of record, the Company in respect of all of the Interestsinterest of such Seller Member in the Company set forth on Schedule B hereto. Upon delivery of the Aggregate Purchase Price at the Closing, good, marketable and valid title to the Purchased Interests will pass to Buyer, free and clear of all any Encumbrances (other than Permitted Encumbrances). Except for this Agreement, which Interests shall comprise 100% of the issued and outstanding equity interests of the Company. The Initial Members Interests were issuedeach such Seller Member (i) is not party to any, and the Additional Interests will be issuedhas not granted to any other Person any, in compliance with all applicable Laws and the Interests are not, and will not be, subject to, nor were they issued, or will be issued, in violation of, any preemptive rights. Except as set forth on Disclosure Schedule 4.5, no equity interests of the Company are reserved for issuance and there are no no, outstanding or authorized options, warrants, subscription rights, subscriptions, claims rights of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital of the Company, pursuant to which the Company is or may become obligated to issue any equity interests first refusal or any securities convertible into, exchangeable other commitments providing for, or evidencing restricting, the right acquisition, disposition or cancellation of the Purchased Interests as contemplated hereunder; and (ii) is not a party to subscribe forany voting agreement, any equity interests in the Company. Except as set forth on Disclosure Schedule 4.5voting trust, there are no voting trusts, proxies proxy or other agreements agreement or understandings to which the Company or the Members is a party understanding with respect to the voting of the Purchased Interests, other than the Company’s Organizational Documents. Except for Purchaser’s right under Each of Sections 16 (Restrictions on Transfer), 17 (Company Right of First Refusal), 18 (Right of Co-Sale), 19 (Effect of Failure to Comply with ROFR and Right of Co-Sale), 20 (Drag-Along Right) and 22 (Participation Rights of Innovated Assets LLC) of the Operating Agreement have been satisfied or waived in their entirety by all requisite Persons, and no further action of any Person is required to effect the assignment and admission contemplated by this Agreement, no Person has and Section 21 (IPO and Registration Rights) of the Operating Agreement does not apply to the assignment and admission contemplated by this Agreement, and, in each case, to the extent not previously waived or consented to, each of the Seller Members hereby irrevocably consents to the transfer of the Purchased Interests to Buyer contemplated hereunder and in the Ancillary Documents and waives any written or oral agreementrights of first refusal, option or warrant rights of first offer, rights of co-sale, notice rights, or any right similar rights or privilege (whether by Law, pre-emptive or contractual) capable of becoming such for (i) the purchase or acquisition from the Members of any transfer restrictions in favor of the Interests, or (ii) Seller Member existing under the purchase, subscription, allotment or issuance of any equity interests or other securities of Operating Agreement that may be applicable in connection with the Companytransactions contemplated hereunder and in the Ancillary Documents.

Membership Interests. The Initial Members own, beneficially and of record, all (a) All Membership Interests of the Initial Members InterestsCompany has been duly authorized and validly issued, free and clear are fully paid and non-assessable. (b) The sole record and beneficial owner of all Encumbrances, which Initial Members 100% of the Membership Interests comprise, of the Company is the Seller. No other units of Company Membership Interests are issued and outstanding as of the date hereof. Any proposed changes in the ownership of Company Membership Interests between the date of this Agreement, 100% of the issued and outstanding equity interests of the Company. As of Closing the Members shall own, and upon Closing the Purchaser shall acquire, beneficially and of record, all of the Interests, free and clear of all Encumbrances, which Interests shall comprise 100% of the issued and outstanding equity interests of the Company. The Initial Members Interests were issued, Agreement and the Additional Interests Closing Date will be issued, disclosed to and approved in compliance with all applicable Laws and advance by the Interests are not, and will not be, subject to, nor were they issued, or will be issued, in violation of, any preemptive rights. Buyer. (c) Except as set forth on Company Disclosure Schedule 4.54.13(c), there are no equity interests issued or outstanding (i) Membership Interests purchase options, warrants or right (whether or not currently exercisable) to acquire any units of Membership Interests of the Company are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital securities of the Company, pursuant to (ii) security, instrument or obligation that is or may become convertible into or exchangeable for any units of Membership Interests or other securities of the Company, (iii) Contract under which the Company is or may become obligated to sell or otherwise issue any equity interests units of Membership Interests or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests in the Company. Except as set forth on Disclosure Schedule 4.5, there are no voting trusts, proxies or other agreements or understandings to which of the Company or (iv) condition or circumstance that may give rise to or provide a basis for the Members is assertion of a party with respect claim by any Person to the voting effect that such Person is entitled to acquire or receive any units of the Interests. Except for Purchaser’s right under this Agreement, no Person has any written or oral agreement, option or warrant or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming such for (i) the purchase or acquisition from the Members of any of the Interests, or (ii) the purchase, subscription, allotment or issuance of any equity interests Membership Interests or other securities of the Company. The Company has not issued any debt securities which grant the holder thereof any right to vote on, or veto, any actions by the Company. (d) Except as set on Company Disclosure Schedule 4.13(d), unless otherwise approved by Buyer, there are or will not be at the Closing any issued and outstanding units of Company Membership Interests that are subject to purchase options or warrants or subject to any repurchase or redemption right or right of first refusal in favor of the Company, or any other Person. (e) Except as set forth on Company Disclosure Schedule 4.13(e), (i) the Company is not a party to or bound by any, and to the knowledge of the Company, there are no, agreements or understandings with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any units of Membership Interests or other equity interests of the Company, and (ii) there are no agreements to which the Company is a party or by which it is bound with respect to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of any securities of the Company.

Membership Interests. The Initial (a) Immediately prior to the Closing Date, the Members own, beneficially will be the only record and of record, all beneficial holders of the Initial Members Membership Interests, . Each Member has good and marketable title to the Membership Interests free and clear of all EncumbrancesLiens, which Initial Members and has full right, power and authority to transfer the Purchased Interests compriseto NovaMed as provided herein, as without obtaining the consent of any third party (other than the Manager of the date Company (the “Manager”), except as otherwise restricted pursuant to and in accordance with the terms and conditions of this Agreement, 100% the existing Operating Agreement of the Company. Upon the consummation of the transactions contemplated herein: (a) the Members shall have transferred to NovaMed good and marketable title to the Purchased Interests free and clear of all Liens; (b) NovaMed shall own sixty-two and fifty hundredths of one percent (62.5%) of all of the issued and outstanding equity membership interests in the Company; and (c) the Members, other than ASCOA and B▇▇▇▇▇, will collectively own thirty-seven and fifty hundredths of one percent (37.5%) of the Company. As of Closing the Members shall own, and upon Closing the Purchaser shall acquire, beneficially and of record, all of the Interests, free and clear of all Encumbrances, which Membership Interests shall comprise 100% of the issued and outstanding equity interests of the Company. The Initial Members Interests were issued, and the Additional Interests will be issued, in compliance accordance with all applicable Laws and the Interests are not, and will not be, subject to, nor were they issued, or will be issued, in violation of, any preemptive rights. Except as set forth on Disclosure Schedule 4.5, no equity interests of the Company are reserved for issuance and there 2.1. (b) There are no outstanding options, rights (preemptive or authorized optionsotherwise), warrants, rightscalls, subscriptionsconvertible securities or commitments or any other arrangements to which any Member or the Company is a party requiring the issuance, claims sale or transfer of any character, agreements, obligations, convertible or exchangeable securitiesequity securities of, or other commitmentsequity interest in, contingent or otherwise, relating to the capital of the Company, pursuant to which the Company is or may become obligated to issue any equity interests or any securities convertible into, exchangeable fordirectly or indirectly into equity securities of the Company, or evidencing the right to subscribe for, for any equity interests in securities of, or equity interest in, the Company, or giving any Person (other than NovaMed) any rights with respect to the equity of the Company. Except as set forth on Disclosure Schedule 4.5in the existing Operating Agreement, there are no voting trustsagreements, proxies voting trusts or other agreements (including cumulative voting rights), commitments or understandings to which the Company or the Members is a party with respect to the voting Membership Interests. The Company has not previously owned, and does not currently own or have any agreement or contract to acquire, any equity securities, other securities or other interests in any Person or any direct or indirect equity or ownership interest in any other business. (c) Upon consummation of the transactions provided for in this Agreement and in accordance with the terms hereof, NovaMed will be vested with good and marketable title to the Purchased Interests. Except for Purchaser’s right under this Agreement, no Person has any written or oral agreement, option or warrant or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming such for (i) the purchase or acquisition from the Members free and clear of any of the InterestsLiens, or (ii) the purchase, subscription, allotment or issuance of any equity interests or other securities of the Companythan Liens created by NovaMed.

Membership Interests. The Initial Members own, beneficially and (i) There is one class of record, all authorized Shares (“membership interests”) of the Initial Members Interests, free Company and clear of Schedule 5(b) includes all Encumbrances, membership interests which Initial Members Interests comprise, are issued and outstanding as of the date hereof and constitute the Membership Interests. All of the Shares are owned by the Members as set forth on Schedule 5(b) hereto. There are no other classes of securities of the Company outstanding. All of the Shares of Company have been duly authorized, validly issued and are fully paid, nonassessable and free of preemptive rights. Other than this Agreement, 100% there are no contracts, commitments, understandings or arrangements relating to the issuance, sale, transfer or registration of the issued and outstanding equity interests Company Shares or any other securities of the Company. As of Closing the Members shall ownOther than this Agreement, and upon Closing the Purchaser shall acquire, beneficially and of record, all of the Interests, free and clear of all Encumbrances, which Interests shall comprise 100% of the issued and outstanding equity interests of the Company. The Initial Members Interests were issued, and the Additional Interests will be issued, in compliance with all applicable Laws and the Interests are not, and will not be, subject to, nor were they issued, or will be issued, in violation of, any preemptive rights. Except as set forth on Disclosure Schedule 4.5, no equity interests of the Company are reserved for issuance and there are no outstanding or authorized options, warrants, preemptive rights, calls, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, securities or other commitmentsrights, contingent or otherwise, relating to the capital of the Company, pursuant to which the Company is or may become obligated to issue any equity interests or any securities convertible into, exchangeable for, or evidencing the right to subscribe for, any equity interests in the Company. Except as set forth on Disclosure Schedule 4.5, there are no voting trusts, proxies or other agreements or understandings to which commitments that obligate the Company or the Members is a party with respect Member to the voting issue, transfer or sell any Shares of the Interests. Except for Purchaser’s right under this Agreement, no Person has any written or oral agreement, option or warrant Company or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming such for (i) the purchase or acquisition from the Members of any of the Interests, or (ii) the purchase, subscription, allotment or issuance of any equity interests or other securities of the Company. (ii) All offers and sales of Company Shares, and any other securities issued by the Company, prior to the date hereof were at all relevant times exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and were duly registered or the subject of an available exemption from the registration requirements of the applicable state securities or Blue Sky laws. (iii) Each Member is the legal and beneficial owner of and has good and marketable title to the Shares of the Company set forth opposite its name on Schedule 5(b), free and clear of any and all liens, claims, pledges, encumbrances, charges, options and contractual restrictions whatsoever. Each Member has full, absolute and unrestricted right, power, capacity and authority to sell, transfer, assign and deliver its Shares to PFC and the delivery of such Shares to PFC will convey to PFC valid, marketable and indefeasible title to such Shares, free and clear of any and all liens, claims, pledges, encumbrances, charges, options or contractual restrictions whatsoever. (iv) There is no plan or intention by any of the Members to sell, exchange or otherwise dispose of any of the shares of PFC Common Stock to be received by such Members in the Transfer.