INTERESTS AND TRANSFERS OF INTERESTS. 19 Section 9.1 Member Transfers and Encumbrances 19 Section 9.2 Permitted Transfers 19 Section 9.3 Further Restrictions 19 ARTICLE 10 DISSOLUTION, LIQUIDATION, AND TERMINATION OF THE COUNCIL 20 Section 10.1 Limitations 20 Section 10.2 Exclusive Causes of Dissolution 20 Section 10.3 Effect of Dissolution 20 Section 10.4 No Recourse Upon Dissolution 21 Section 10.5 Liquidation 21 ARTICLE 11 MISCELLANEOUS 22 Section 11.1 Counsel 22 Section 11.2 Appointment of Attorney-in-Fact 22 Section 11.3 Addition of Members 23 Section 11.4 Amendments 23 Section 11.5 Arbitration 24 Section 11.6 Accounting and Fiscal Year 25 Section 11.7 Entire Agreement 25 Section 11.8 Further Assurances. 25 Section 11.9 Notices 25 Section 11.10 Governing Law 26 Section 11.11 Certain Rules of Construction 26 Section 11.12 Binding Effect 26 Section 11.13 Severability 26 Section 11.14 Confidentiality 26 Section 11.15 Consent to Use of Name 29 Section 11.16 Copyright 30 Section 11.17 Hedera Policies 30 Section 11.18 Counterparts 30 Section 11.19 Securities Law Matters 30 Section 11.20 Survival 30 Schedules & Exhibits Schedule 1: Schedule of Members Schedule 2: Hedera Officers Exhibit A: Governing Member Joinder Agreement Exhibit B: Hedera Node Policy: Hosting Terms & Deployment Guide Exhibit C: Hedera Committee Policy Exhibit D: Index of Hedera Policies FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HEDERA HASHGRAPH, LLC THIS FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is entered into as of April 6, 2022, by and among the members of Hedera Hashgraph, LLC set forth in Schedule 1 attached hereto (each a “Member” and, collectively, the “Members”) for the purpose of continuing Hedera Hashgraph, LLC (the “Council”), a limited liability company organized under the Delaware Limited liability company Act, 6 Del. C. § 18-101, et seq., as amended (the “Act”).
INTERESTS AND TRANSFERS OF INTERESTS. 39 Section 8.1 Restriction on Transfers and Encumbrances 39 Section 8.2 Right of First Refusal and Tag-Along Rights 40 Section 8.3 Rights of Assignees 42 Section 8.4 Admissions, Withdrawals and Removals 42 Section 8.5 Admission of Assignees as Substitute Members 42 Section 8.6 Liability of Withdrawing Members 43 Section 8.7 Conversion to Corporate Form 43 Section 8.8 FBG PubCo Board Right 43 Section 8.9 FBG PubCo Change of Control. 44
INTERESTS AND TRANSFERS OF INTERESTS. 21 7.1 Transfers......................................................... 21 7.2
INTERESTS AND TRANSFERS OF INTERESTS. 19 Section 9.1 Member Transfers and Encumbrances..................................................... 19 Section 9.2
INTERESTS AND TRANSFERS OF INTERESTS. 131 7.1 Transfers of Membership Interests.......................................131 7.2 Sale or Transfer of a Member's Interest.................................133 7.3 Rights of Assignees.....................................................133 7.4 Admissions, Withdrawals, and Removals...................................134 7.5 Payment Upon Withdrawal or Removal of Member............................134 7.6 Admission of Assignees as Substitute Members............................134 7.7 Withdrawal of Members...................................................135 7.8 Conversion of Membership Interest.......................................135 7.9 Buy/Sell................................................................135 7.10 Option to Purchase Defaulting Member's Interest.........................138 ARTICLE 8 LIABILITY, EXCULPATION, AND INDEMNIFICATION............................................139 8.1 Liability...............................................................139 8.2 Exculpation.............................................................139 8.3 Indemnification.........................................................140
INTERESTS AND TRANSFERS OF INTERESTS. 22 7.1 Transfers of Membership Interests.............................................................. 22 7.2 Sale or Transfer of a Member's Interest........................................................ 23 7.3
INTERESTS AND TRANSFERS OF INTERESTS. Member Transfers and Encumbrances. To the fullest extent permitted by law, and except as provided in Section 9.2, no Member may Transfer or create an Encumbrance with respect to all or any portion of its Interest (or beneficial interest therein). If a Member Transfers all or any portion of its Interest (or any beneficial interest therein) pursuant to this Article 9, the transferee of such permitted Transfer, shall receive the Transferred Interest (or beneficial interest therein) subject to all terms and conditions applicable to the Transferred Interest prior to such Transfer. To the fullest extent permitted by law, any purported Transfer or Encumbrance which is not in accordance with, or subsequently violates, this Agreement shall be null and void. Permitted Transfers. Each Member may, without the consent of the Council or the Board, Transfer its Interest to an Affiliate of such Member, provided that such transferee shall sign a Governing Member Joinder Agreement substantially in the form set forth as Exhibit A. In such event, the Affiliate receiving such Transfer shall become a full Governing Member hereunder and the transferring Governing Member shall fully Transfer its Interest and shall have no other rights under this Agreement.
INTERESTS AND TRANSFERS OF INTERESTS
