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DocuSign Envelope ID:CCABACD4-6EDA-474F-A230-6C6849B95834 <br /> Matters Partner. <br /> ARTICLE IX <br /> DISSOLUTION AND WINDING UP <br /> 9.1 Dissolution. Company shall be dissolved, its assets shall be disposed of,and <br /> its affairs wound up on the first to occur of the following: <br /> A. Upon the happening of any event of dissolution specified in the <br /> Articles; and/or <br /> B. Upon the entry of a decree of judicial dissolution; and/or <br /> C. Upon the vote of the Members holding greater than 50% in <br /> Economic Interests or of non-defaulting Members holding greater than 50% of the Percentage <br /> Interests held by all non-defaulting Members, provided, however, that such dissolution shall not <br /> terminate compensation payable to the Manager pursuant to Section 5.9 hereof; or <br /> D. The sale of all or substantially all of the assets of Company. <br /> 9.2 Certificate of Dissolution. As soon as possible following the occurrence of <br /> any of the events specified in Section 9.1 hereof, the Manager or the Members shall execute a <br /> Certificate of Dissolution in such form as shall be prescribed by the Nevada Secretary of State and <br /> file the Certificate as required by the Act. <br /> 9.3 Winding Up. Upon the occurrence of any event specified in Section 9.1 <br /> hereof, Company shall continue solely for the purpose of winding up its affairs in an orderly <br /> manner, liquidating its assets, and satisfying the claims of its creditors. The Manager or the <br /> Members shall be responsible for overseeing the winding up and liquidation of Company, shall <br /> take full account of the liabilities of Company and assets, shall either cause its assets to be sold or <br /> distributed, and if sold as promptly as is consistent with obtaining the fair market value thereof, <br /> shall cause the proceeds therefrom, to the extent sufficient therefor, to be applied and distributed <br /> as provided in Section 9.5 hereof. The Persons winding up the affairs of Company shall give <br /> written notice of the commencement of winding up by mail to all known creditors and claimants <br /> whose addresses appear on the records of Company. The Manager or Members winding up the <br /> affairs of Company shall be entitled to reasonable compensation for such services. <br /> 9.4 Distributions in Kind. Any non-cash asset distributed to one or more <br /> Members shall first be valued at its fair market value to determine the Net Profit or Net Loss that <br /> would have resulted if such asset were sold for such value, such Net Profit or Net Loss shall then <br /> 20 <br />