**ARTICLE III****PURPOSES OF THE COMPANY**The purpose for which the Company is organized and the powers which it may exercise, all beingin furtherance of and not in limitation of the general powers conferred upon limited liabilitycompanies by the laws of the State of Ohio, are to act as the general partner of Everflow EasternPartners, L.P., a Delaware limited partnership (“Everflow”), and manage the business and affairs ofEverflow; and to take all such actions which may be necessary, appropriate or incidental thereto asthe Manager may determine from time to time. The Company shall have the power and authority toincur indebtedness, to invest Company funds and to enter into joint ventures, partnerships andother business arrangements to achieve the purposes of the Company, and shall have all other rightsand powers not expressly prohibited to limited liability companies under the laws of the State ofOhio.**ARTICLE IV****NAMES AND ADDRESSES OF MEMBERS**The names and addresses of the Members are as set forth on Schedule A attached to thisAgreement and incorporated herein by reference.**ARTICLE V****MANAGEMENT OF THE COMPANY**5.1 **Manager**. Everflow Management Corporation, an Ohio corporation, is the Manager of theCompany (the “Manager”).5.2 **Authority of the Manager**. Except as specifically reserved to the Members in Section 6.7or elsewhere in this Agreement, the Manager shall have all power and authority to manage, anddirect the management of, the business and affairs of the Company. Any action taken by the Managershall constitute the act of and serve to bind the Company. In dealing with the Manager acting onbehalf of the Company, no person shall be required to inquire into the authority of the Manager tobind the Company. Persons dealing with the Company are entitled to rely conclusively on the powerand authority of the Manager as set forth in this Agreement.5.3 **Powers of the Manager**. Subject to the limitation imposed by the Ohio Act and thisAgreement, the Manager shall exercise all powers necessary or convenient for themanagement and operation of the Company and shall use its best efforts to further the interests ofthe Company.
 
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5.4 **Restrictions on Authority**. With respect to the Company and its property, the Managershall have no authority to perform any act in violation of the Ohio Act or any other applicablelaws or regulations thereunder, nor shall the Manager have any authority, except as expresslyprovided in this Agreement, to: (a) withdraw as the general partner of Everflow; (b) take any action which could result in thedissolution of Everflow; (c) do any act in contravention of limitedpartnership agreement of Everflow; (d) do any act in contravention of this Agreement; (e) do any act which would make it impossible tocarry on the ordinary business of the Company; (f) possess Company property or assign the right ofthe Company in specific Company property for other than a Companypurpose; (g) guarantee in the name or on behalf of theCompany the payment of money or the performance of any contract orother obligation of any person; and (h) without having received the prior writtenconsent of a Majority-in-Interest of the Members, assign Companyproperty in trust for creditors or on the assignee’s promise to pay thedebts of the Company, consent to a judgment against the Company orsubmit a Company claim or liability to arbitration.5.5 **Standard of Care**. At all times the Manager will have a fiduciary relationship to theCompany and to each Member. In performing its duties under this Agreement, the Manager shall actin good faith and on a fair dealing basis with the Company and each of the Members.5.6 **Time Devoted**. The Manger shall devote such time to the business of the Company as, in theManager’s sole discretion, the Manager deems to be necessary to conduct the Company’s affairsproperly.5.7 **Compensation**. The Manager shall not be entitled to receive any compensation for itsservices pursuant to this Agreement. The Company shall reimburse the Manager for any expenses itincurs in connection with the business and affairs of the Company and shall cause Everflow toreimburse the Manager for any expenses it incurs in connection with the business and affairs ofEverflow.5.8 **Termination of Manager**. The Members may terminate all management powers, duties andresponsibilities of the Manager by a vote of the Members owning seventy-one percent (71%) or moreof the aggregate Percentage Interests. In the event the Members terminate and replace the Managerin accordance with the foregoing provision, such Members owning such Percentage Interests shallhave the right to elect and name a replacement to the Manager who shall become the successorManager and be entitled to all powers, duties and responsibilities of the Manager as set forth inthis Agreement.
 
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**ARTICLE VI****RIGHTS AND POWERS OF THE MEMBERS**6.1 **No Commitments**. In dealing with third parties with respect to the Company’s business oron behalf of the Company, the Members shall act in accordance with the policies established by theManager or by consent of the Majority-in-Interest of the Members. No Member shall, in the name ofor on behalf of the Company, sign or execute any contract, instrument or document, perform anyother act, engage in any transaction, commit or bind the Company to any act, contract, instrumentor document, or incur any debt, except as expressly permitted by this Agreement or with the writtenconcurrence of a Majority-in-Interest of the Members or the Manager.6.2 **New Members**. Notwithstanding anything to the contrary contained in this Agreement, noperson shall be admitted as an additional Member or Substituted Member of the Company without theprior written consent of all of the Members.6.3 **Meetings of the Members**. Any Member may call a meeting of the Members upon fifteen (15)days notice in writing (which may be facsimile), which notice shall specify the date, time andpurpose or purposes of the meeting. Meetings of the Members shall be held at the Company’sprincipal executive offices, unless a Majority-in-Interest of the Members agree to meet at anotherlocation. Members may be present at any meeting of the Members by telephone, provided that eachMember can hear all other present Members. A Majority-in-Interest of the Members shall constitutea quorum of the Members for the transaction of business at any meeting.6.4 **Decisions of the Members**. Except as expressly provided otherwise herein, decisions of theMembers shall be made by a Majority-in-Interest of the Members.6.5 **Actions of the Members Without a Meeting**. Any action which may be taken by the Members ata meeting may be taken by written action without a meeting signed by all of the Members, providedthat the writing setting forth such action shall be kept with the minutes of the meetings of theMembers.6.6 **Waiver of Notice**. Notice of any meeting of the Members may be waived by a Member by awaiver of the notice in writing, signed by the Member entitled to the notice, whether before, at orafter the time stated for the meeting. Attendance of a Member at any meeting, whether in person,by proxy or by telephone as provided above, shall constitute waiver of notice of such meeting. Anywaiver of notice of a meeting by a Member hereunder shall be equivalent to the giving of suchnotice.
 
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6.7 **Rights of the Members**. Each Member shall be entitled to (i) have the Company books keptat the principal place of business of the Company, and at all times, during reasonable businesshours, inspect and copy any of them; (ii) have a list of all the Members kept at the principalplace of business of the Company, and at all times, during reasonable business hours, inspect andcopy such list; (iii) have on demand true and full information of all matters affecting the Companyand a formal account of Company affairs whenever circumstances render it just and reasonable; (iv)have dissolution and winding up of the Company as provided by this Agreement; and (v) have suchadditional rights as are elsewhere provided in this Agreement.Notwithstanding anything to the contrary elsewhere in this Agreement, the Manager shall nothave the right to undertake any of the following actions without the prior written approval ofMembers owning at least seventy-one percent (71%) of the aggregate Percentage Interests: (a) admit a person or persons as Members; (b) withdraw as general partner of Everflow; (c) take any action which could result in thedissolution of Eveflow; (d) propose any amendment to the partnershipagreement of Everflow; (e) vote its interest as a general partner ofEverflow on any matter put to a vote of the limited partners ofEverflow; and (f) effect a dissolution of the Company.6.8 **Limitations on the Rights of Members**. No Member shall have the right: (a) to have his capital contribution repaid exceptto the extent provided in this Agreement, to demand property other thancash in payment of his capital contribution or to receive interest onhis capital contribution; (b) to require partition of Company property or tocompel any sale or appraisement of Company assets or sale of a deceasedMember’s Interest therein, notwithstanding any provisions of law to thecontrary; (c) to sell or assign his Member Interest or toconstitute the vendee or assignee thereunder a substituted Member,except as provided in Article 11; or (d) to withdraw as a Member except as provided inArticle 11.
 
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**ARTICLE VII****LIMITATION OF LIABILITY; INDEMNIFICATION**7.1 **Proof of Failure to Satisfy Standard of Conduct**. A Member, a Manager or an officer,director, shareholder, employee, agent or Affiliate of the Manager shall not be deemed to haveviolated any standard of conduct under this Article 7 unless such violation is proved by clear andconvincing evidence, in an action brought against such Person. The termination of any action, suitor proceeding by judgment, order, settlement or upon a plea of nolo contendre or its equivalentshall not of itself constitute proof or create a presumption that the appropriate standard ofconduct has been violated.7.2 **Limitation of Liability**. Neither the Manager, nor any officer, director, shareholder,employee, agent or Affiliate of the Manager, nor any Member is to be held liable for damages to theCompany or any Member with respect to claims relating to his, her or its conduct for or on behalfof the Company, except that any of the foregoing persons is to be liable to the Company for damagesto the extent that it is proved by clear and convincing evidence (i) that his, her or its conductwas not taken (A) in good faith, (B) in a manner reasonably believed to be in or not opposed to thebest interests of the Company, or (C) with the care that an ordinarily prudent person in a likeposition would use under similar circumstances; or (ii) with respect to any criminal action,proceeding, or investigation, that he, she, or it had no reasonable cause to believe his, her orits conduct was unlawful.7.3 **Indemnification of Members and the Manager**. The Company agrees to indemnify each Memberand the Manager, its officers, directors, shareholders, employees, agents and Affiliates acting ingood faith (each an “Indemnified Party”), to the fullest extent permitted by law, and to save andhold each Indemnified Party harmless from, and in respect of, all (1) fees, costs and expensesincurred in connection with or resulting from any claim, action or demand against such IndemnifiedParty or the Company that arise out of or in any way relate to the Company, its properties,business or affairs, and (2) such claims, actions or demands, and any losses or damages resultingfrom such claims, actions and demands, including amounts paid in settlement or compromise (ifrecommended by attorneys for the Company) of any such claim, action or demand; provided,however, that this indemnification shall apply only so long as the Indemnified Party hasacted in good faith on behalf of the Company, in a manner reasonably believed by him or her to bewithin the scope of his or her authority under this Agreement and in the best interests of theCompany, and only if such action or failure to act did not constitute willful misconduct, fraud orgross negligence. Expenses, including attorneys’ fees, incurred by an Indemnified Party indefending any proceeding referred to in this Section 7.3, shall be paid by the Company, in advanceof the final disposition of such proceeding, upon receipt of an undertaking by or on behalf of theIndemnified Party to repay such amount, if it shall ultimately be determined that he or she is notentitled to be indemnified by the Company as authorized in this Section 7.3.
 
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**ARTICLE VIII****CAPITAL CONTRIBUTION**8.1 **Initial Capital Contribution**. Upon the execution of this Agreement, the Members shallhave contributed initially to the capital of the Company the sum of money or the gross fair marketvalue of property set forth opposite each Member’s name on Exhibit A attached hereto in fullpayment of his Capital Contribution.8.2 **Additional Capital Contributions**. Except as otherwise specifically provided in thisAgreement, no Member shall be required to make any other contributions to the capital of theCompany.8.3 **Interest**. No Member shall be entitled to receive any interest on the Member’s CapitalAccount.8.4 **Capital Accounts**(a) A separate capital account (“Capital Account”) for each Member shall be established on thebooks of the Company and maintained throughout the term of the Company. As funded and adjusted inaccordance with this Agreement, the Capital Accounts of the Members shall reflect the underlyingeconomic arrangements of the Members.(b) In the event any Interest is transferred in accordance with the terms of this Agreement,the transferee shall succeed to the Capital Account of the transferor to the extent it relates tothe transferred Interest.(c) The foregoing provisions and the other provisions of this Agreement relating to themaintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), andshall be interpreted and applied in a manner consistent with such Regulations. In the event theManager shall determine that it is prudent to modify the manner in which the Capital Accounts (orany debits or credits thereto) are computed in order to comply with such Regulations, the Managermay make such modification, provided that it shall not have a material effect on the amountsdistributable to any Member pursuant to Article 9 or Article 12 hereof.**ARTICLE IX****ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS**9.1 **Profits and Losses**. Except as provided in Section 9.2 below, Profits and Losses shall beallocated among the Members in proportion to each Member’s respective Interest in the Company. AllProfits and Losses allocated to the Members shall be credited or charged, as the case may be, totheir respective Capital Accounts.
 
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9.2 **Tax Allocation**(a) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, lossand deduction with respect to any property contributed to the capital of the Company shall, solelyfor tax purposes, be allocated among the Members so as to take account of any variation between theadjusted basis of such property to the Company for federal income tax purposes and its initialgross fair market value (as reflected on Exhibit A attached hereto).(b) Any elections or other decisions relating to such allocations shall be made by the Mangerin any manner that reasonably reflects the purpose and intention of this Agreement. Allocationspursuant to this Section 9.2 are solely for the purposes of federal, state and local taxes andshall not affect, or in any way be taken into account in computing, any Member’s Capital Account orshare of Profits, or other items or distributions pursuant to any provision of this Agreement.9.3 **Other Allocation Rules**(a) For purposes of determining Profits, Losses or any other items allocable to any period,Profits, Losses and any such other item shall be determined on a daily, monthly or other basis, asdetermined by the Manager using any permissible method under Code Section 706 and the Regulationsthereunder.(b) Except as otherwise provided in this Agreement, all items of Company income, gain, loss,deduction and any other allocations not otherwise provided for shall be among the Members in thesame proportions as they share Profits and Losses, as the case may be, for each fiscal year.9.4 **Distributions**(a) General. From time to time, the Manager may determine the amount of Cash Flow, ifany, of the Company available for distribution to the Members. Distributions of Cash Flow shall bemade to the Members, when, as, and if determined by the Manager; provided, however,that the Company shall distribute Cash Flow to the Members in amounts and at the times necessary tocover the Members’ Federal, state and local income and franchise taxes attributable to theCompany’s operations.(b) Distribution of Cash Flow. All Cash Flow distributable other than in connectionwith the dissolution of the Company (as to any Member) or the termination and winding up of theCompany (as to all of the Members) shall be distributed in proportion to their respective aggregateCapital Contribution to the Company.(c) Distributions Upon Winding Up. Cash available for distribution in connection withthe liquidation, termination and winding up of the Company shall be distributed in accordance withthe provisions of Article 12.(d) No Withdrawal. No Member shall be entitled to withdraw or obtain a return of allor any part of his Capital Contribution, except upon liquidation, termination and winding up of theCompany or upon unanimous prior approval of the other Members.
 
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**ARTICLE X****BOOKS, RECORDS, REPORTS AND BANK ACCOUNTS**10.1 **Books and Records**. The Manager shall maintain full and accurate books at its principaloffice or such office as shall be designated for such purpose by the Members with respect to theoperations of the Company. The books shall be closed and balanced at the end of each calendar yearand annual statements showing (i) cash, receipts and disbursements; (ii) Company profits and lossesfor the calendar year, and (iii) profits and losses for each Member for income tax purposes shallbe prepared by the accountants for the Company and distributed to all Members within a reasonabletime after the close of each calendar year. Accounts shall also be maintained showing the basisfor federal income tax purposes of each Member’s Interest and the Members shall be advised of suchbasis annually.10.2 **Reports**. The Manager shall deliver to each Member within ninety (90) days after the endof its fiscal year, tax information necessary for the preparation of the Members’ Federal incometax returns.10.3 **Tax Matters Member**. The Manager shall be the designated party to receive all noticesfrom the Internal Revenue Service which pertain to the tax affairs of the Company. The Managershall be the “tax matters partner” as such term is defined in Section 6231(a)(7) of the Code withrespect to operations conducted by the Company pursuant hereto and in accordance therewith takesuch actions and execute and file all statements and forms on behalf of the Company which may bepermitted or required by the applicable provisions of the Code or Regulations.10.4 **Bank Accounts**. The Manager shall cause one or more accounts to be maintained in a bank(or banks) which is (are) a member(s) of the Federal Deposit Insurance Corporation, which accountsshall be used for the payment of the expenditures incurred by the Company in connection with itsbusiness and in which shall be deposited any and all Company monies. All such amounts shall be andremain the property of the Company and will be received, held and disbursed by the Manager for onlysuch purposes as are specified in this Agreement. There shall not be deposited in any of suchaccounts any funds other than funds belonging to the Company, and no other funds shall in any waybe commingled with such funds. The Manager may invest such funds, as it may deem appropriate, inshort term certificates of deposit, government obligations, or prime grade commercial paper. AllCompany checks written upon and any withdrawals from any such bank account or accounts may be madeby the Manager.10.5 **Fiscal Year**. The fiscal year of the Company shall be the calendar year.
 
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**ARTICLE XI**TRANSFER OF INTERESTS; EFFECT OF WITHDRAWAL EVENTS11.l **Transfer of Interests**. No Member shall be entitled to sell, mortgage, hypothecate,transfer, pledge, assign, donate, create a security interest in or lien on, encumber, give, placein trust (voting or other) or otherwise dispose of, including any involuntary transfer or transferby operation of law upon divorce, in bankruptcy or by way of execution, seizure or sale by legalprocess (hereinafter “transfer”), all or any portion of his, her or its Interest or any portionthereof unless the applicable provisions of this Article 11 are complied with in full. Anyattempted transfer of a Member’s Interest other than in accordance with the preceding sentenceshall be null and void and be of no force or effect. Each Member hereby further agrees to hold theCompany and each Member (and each Member’s successors and assigns) wholly and completely harmlessfrom any cost, liability or damage (including without limitation liabilities for income taxes andcosts of enforcing this indemnity) incurred by any such indemnified persons as a result of atransfer or an attempted transfer in violation of this Agreement.11.2 **Requirements of Transfer**(a) In the event a Member seeks to withdraw from the Company and transfer his Interest(“Withdrawing Member”), he shall first be required to obtain the approval of a majority of thethen-remaining Members (on a percapita basis). If such approval is granted, theWithdrawing Member shall then be required to transfer such Interest prorata to allof the then-remaining Members. Each such remaining Member shall be obligated to acquire from suchWithdrawing Member that portion of such Withdrawing Member’s Interest equal to the amount obtainedby multiplying such Withdrawing Member’s Interest by a fraction, the numerator of which is theInterest of the Member acquiring the Withdrawing Member’s Interest and the denominator of which isall of the Interests in the Company less the Withdrawing Member’s Interest.(b) The consideration to be paid by the then-remaining Members to the Withdrawing Member forsuch Interest shall be Units of Everflow. The value of the Withdrawing Member’s Interest shall beequal to the percentage interest such Withdrawing Member’s Interest represents in Everflow.Accordingly, such value shall be calculated as a percentage interest in Everflow and be paid to theWithdrawing Member in such number of Units (which also represent a percentage interest in Everflow)as shall equal the indirect percentage interest of the Withdrawing Member in Everflow. In theevent any of the then-remaining Members has insufficient Units of Everflow as consideration to theWithdrawing Member, such deficiency shall be paid in cash within 90 days of the event of theWithdrawing Member’s withdrawal, as determined as follows: One hundred thirty-five percent (135%)of the most recent year end Repurchase Price per Unit calculation per the terms of the LimitedPartnership Agreement of Everflow; less any interim distributions paid per Unit since the mostrecent year end (“Cash Consideration Price”). The cash consideration is then calculated bymultiplying the Cash Consideration Price per Unit by the number of Units that would have been paidto the Withdrawing Member.
 
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(c) The provisions of Subsection 11.2(a) and (b) notwithstanding, no Member shall be able towithdraw and transfer his Interest to another Member pursuant to this Agreement, if the effect ofany such withdrawal or transfer would be to reduce the number of Members to fewer than three (3)Members. In such event, a Member shall only be able to withdraw as a Member and transfer hisInterest to a substitute Member acceptable to all of the then remaining Members in their absolutediscretion and otherwise comply with the provisions of Section 11.2(e).(d) In the event the provisions of Section 11.2(c) prevent a Member from withdrawing from theCompany, such a Member shall be entitled to withdraw from the Company only upon compliance with theprovisions of Section 11.2(e).(e) Upon the prior written approval of all then-remaining Members, a substitute Member mayacquire such Withdrawing Member’s Interest pursuant to the provisions of Section 11.2(b) (i.e. suchsubstitute Member shall pay the Withdrawing Member for such Withdrawing Member’s Interest in Unitsof Everflow and such Interest shall be valued equal to such Interest’s indirect percentage inEverflow). In the event such substitute Member does not own any Units or sufficient Units toacquire such Withdrawing Member’s Interest, the then-remaining Members, on a prorata basis, shall be obligated to acquire such Withdrawing Member’s Interest by payment tosuch Withdrawing Member of such number of Units as shall be equal to such Interest’s indirectpercentage interest in Everflow. Upon the occurrence of the events described in the previoussentence, the substitute Member shall still be admitted to the Company but shall be obligated tomake such capital contribution to Everflow as the Manager shall determine (any such transfer asheretofore described in this Section 11.2(e) shall also be deemed a “Permitted Transfer” forpurposes of this Article VIII). In addition, such proposed substitute Member shall have agreed toassume, perform and discharge all of the duties and obligations of a Member hereunder.(f) In addition to the requirements of subsections 11.2(a) through (e), no sale, exchange,assignment or transfer by a Member may be made (i) if the Interests sought to be sold, exchanged,assigned or transferred, when added to the total of all other Interests sold, exchanged, assignedor transferred within the period of twelve (12) months prior thereto, would result in thetermination of the Company under Section 708 of the Code, or any successor section thereto; (ii)except pursuant to an effective registration statement under all applicable federal and statesecurities laws or in a transaction which is exempt from registration under such laws; and (iii)(if the Manger shall request) unless the transferor Member delivers to the Manager an opinion, inform and substance and issued by counsel acceptable to the Manager, covering such securities laws,tax and other aspects of the proposed transfer as the Manager may request.(g) Any Member who sells, assigns or otherwise transfers all or any portion of his Interest instrict compliance with the terms and provisions of this Agreement shall promptly notify the Managerof such transfer and furnish the Manager the name and address of the transferee and such otherinformation as might be required under Section 650K of the Code and the Regulations.
 
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11.3 **Effect of Employment Termination, Death or Disability**. Notwithstanding anything to thecontrary herein, in the event any Member (i) who is anemployee of the Company, Everflow, EEI or EMC, has such employment involuntarily terminated by theCompany, Everflow, EEI or EMC, as the case may be, (ii) dies or (iii) becomes permanently disabled,any such Member shall be obligated to sell and all the then-remaining Members shall be obligated toacquire, the Interest of such Member as if such purchase and sale were a Permitted Transferpursuant to the provisions of Section 11.2, and all the terms and conditions of Section 11.2 shallapply to such purchase and sale.11.4 **Substitute Member**. The assignee or successor in interest of a Member in a PermittedTransfer may become a substitute Member only when:(a) the Manager shall have consented thereto, and such consent may be withheld by the Managerin its sole discretion;(b) the assignee shall have expressed his intention to become a substitute Member and acceptsand adopts all of the terms and provisions of this Agreement and any amendments hereto (including,without limitation, the restrictions imposed under this Article VIII) by becoming a party to thisAgreement by executing a Substitute Member Counterpart Signature Page;(c) such certificates or instruments as are required by law shall have been executed andfiled; and(d) the assignor or the assignee shall have paid or obligated himself to pay all reasonableexpenses (as the Manger may determine) connected with such admission or substitution.11.5 **Restrictions of Substitute Member**. Notwithstanding anything to the contrary herein, aMember’s Interest or any portion thereof shall not be assigned or transferred to any person who isinsane, incompetent or has not attained the age of majority, or to a person or entity not lawfullyempowered to own such Interest, and any assignment or transfer directly to a person or entity undersuch disability may be disregarded by the Company, in its discretion.11.6 **Time of Transfer**. Any transfer of an Interest to a third party by a Member permittedunder this Article 11 shall be effective as of midnight of the last day of the calendar month inwhich it is made, or, at the election of a Majority-in-Interest of the remaining Members, as of7:00 A.M. the day following the date of the transfer (the “Effective Transfer Date.”).11.7 **Distributions and Allocations in Respect of Transferred Interest**. If any Interest istransferred during any accounting period to a third party or to a Member in compliance with theprovisions of this Article 11, Profits, Losses and each item thereof and all other itemsattributable to such Interest for such period, shall be divided and allocated between thetransferor and the transferee by taking into account their varying interests during the period inaccordance with Article 9 hereof and Code Section 706(d), using the Effective Transfer Date as thedate upon which the change in ownership of the Interest occurred, and using any conventionspermitted by law and selected by a Majority-in-Interest of the remaining Members. Alldistributions on or before the Effective Transfer Date shall be made by the transferor and alldistributions thereafter shall be made to the transferee. Neither the Company nor any Manageror Member shall incur any liability for making allocations and distributions in accordance with theprovisions of this Section 11.7, whether or not any of them has knowledge of any transfer ofownership of any Interest.
 
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11.8 **Effect of Withdrawal Events**(A) No Resignation. No Member shall be entitled to resign as a Member, except inconnection with a transfer of such Member’s entire Member’s Interest in the Company in compliancewith the terms and conditions of this Article 11 and, in the case of a resigning Member, withrespect to which his or her transferee has been admitted as a substitute Member in accordance withSection 11.4.(B) Death, Dissolution, Adjudication of Incompetency. If the Company is continued inaccordance with Section 12.1 below following the death, dissolution or adjudication of incompetencyof a Member, such Member’s Interest shall not be terminated or repurchased and thesuccessor-in-interest or legal representative of such Member shall be substituted as a Member uponcompliance with the terms and conditions of Section 11.4.(C) Bankruptcy Event. If the Company is continued in accordance with Section 12.1below following the occurrence of a Bankruptcy Event with respect to a Member, then (1) his or herMember Interest shall be immediately converted into an Economic Interest only and such Member shallbe immediately removed as a Member and shall thereafter have only the rights of an EconomicInterest Owner; (2) unless the call option provided under clause (3) below is exercised by theCompany, such Member shall not withdraw or resign from the Company, have his or her Member Interestrepurchased or have any right to compel any payment by the Company for his or her Member Interest;and (3) the Company shall have the option, but not the obligation, to repurchase such Member’sInterest in its entirety, which such option shall be exercisable by the delivery to such Member ofwritten notice to such effect within 180 days after a Majority-in-Interest of the remaining Membershave elected to continue the Company. The price for such Member’s Interest in connection with apurchase and sale hereunder shall be the Appraised Price. Such purchase and sale shall beconsummated not more than ninety (90) days after the date the Company elects to exercise its optionhereunder, by the payment of the purchase price by the Company in cash or by certified checkagainst the delivery by such Member (or its successors) of written representations and warrantieswith respect to his or its good and marketable title to the Member Interest, free and clear ofadverse claims, his or its full capacity and legal right to transfer the Interest to the Companyand his or its right to transfer the Member Interest to the Company without the consent or actionof any third party.(D) No Other Withdrawal. Except as expressly provided in this Section 11.8 and inSection 12.2 in connection with the termination and winding up of the Company, the Company shallnot be obligated to repurchase the Member’s Interest of any Member, nor shall a Member be entitledto receive any other payment or distribution in connection with his or her withdrawal from theCompany.
 
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**ARTICLE XII****TERMINATION, LIQUIDATION AND WINDING UP**12.1 **Termination of the Company**. The Company shall terminate upon the first to occur of: (a)the unanimous written agreement of the Members; (b) the occurrence of a Withdrawal Event as to anyMember, unless a Majority-in-Interest of the remaining Members agree to continue the Company withinninety (90) days after the occurrence of such Withdrawal Event. Except as specifically stated inthis Section 12.1, no event that would cause a dissolution under the Act causes a dissolution ofthe Company.12.2 **Method of Distribution Upon Winding Up**. Upon termination of the Company pursuant toSection 12.1 above, the assets of the Company and proceeds of any liquidation shall be applied anddistributed in the following manner and order of priority:(a) to the payment and discharge of all of the Company’s debts and liabilities and expenses ofliquidation and dissolution;(b) to the setting up of any reserves reasonably necessary for any contingent or unforeseenliabilities or obligations of the Company;(c) to the payment of the balance, if any, of the respective Capital Accounts of the Members(after making the allocations required under the provisions of Article IX), but if the amountavailable for such payment shall be insufficient, then prorata among all of theMembers according to the respective positive balances of their Capital Accounts at such time; and(d) the remainder, if any, to the Members in accordance with their respective balances.12.3 **Winding Up and Liquidation**. As soon as possible following the occurrence of any event oftermination, the Company shall execute and file as provided in the Ohio Act a statement of intentto dissolve in such form as shall be prescribed by the Secretary of State of Ohio or whichotherwise complies with the Act. Upon the filing of such statement of intent to dissolve with theSecretary of State of Ohio, the Company shall cease to carry on its business, except insofar as maybe necessary for the winding up of its affairs, but its separate existence shall continue until acertificate of dissolution has been filed with the Secretary of State of Ohio or until a decreedissolving the Company has been entered by a court of competent jurisdiction. The filing of thestatement of intent to dissolve shall not affect the limited liability of the Members. Areasonable time shall be allowed for the orderly liquidation of the assets of the Company and thedischarge of liabilities to creditors so as to enable the Members to minimize the normal lossesattendant upon a liquidation.
 
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**ARTICLE XIII****MISCELLANEOUS PROVISIONS**13.1 **Notices**. Any notice or communication required or permitted to be given by any provisionof this Agreement shall be deemed to have been given and received for all purposes when deliveredpersonally to the party to whom the same is directed or when mailed or sent by overnight deliveryservice, charges prepaid, addressed to the party to whom the same is directed at the address setforth in this Agreement, or such other address as the Company has received written notice from timeto time.13.2 **Governing Law**. The Company, this Agreement and the rights of the Members hereunder shallbe governed by the laws of the State of Ohio.13.3 **Waiver of Action for Partition**. Each Member irrevocably waives any right that he, she orit may have to maintain any action for partition with respect to the property of the Company.13.4 **Amendments**. The Agreement may be amended from time to time by a writing executed by theMajority-in-Interest of the Members; provided, however, that (i) Schedule A may bemodified from time to time by the Manager to reflect any change in the Members or in theirrespective interests, (ii) no amendment shall reduce a Member’s percentage interest unless thewriting is executed by him, (iii) no amendment shall effect any change in this section unless thewriting is executed by all of the Members, and (iv) no amendment shall effect any change in anyprovision of this Agreement providing for action to be taken by a specified percentage of Interestsin the Company unless the writing is executed by Members whose aggregate Interests at least equalthe percentage specified in the provision to be changed.13.5 **Construction**. Whenever the singular is used in this Agreement and when required by thecontext, the same shall include the plural and vice versa, and the masculine gender shall includethe feminine and neuter genders and vice versa. The headings in this Agreement are for convenienceonly and are in no way intended to describe, interpret, define or limit the scope, extent or intentof this Agreement or any of its provisions.13.6 **Entire Agreement**. This Agreement contains the entire understanding among the partieswith respect to the subject matter hereof and supersedes any prior understandings and agreements,whether written or oral, with respect to such subject matter.13.7 **Severability**. If any provision of this Agreement or its application to any person orcircumstance shall, for any reason and to any extent, be invalid, illegal or unenforceable, theremainder of this Agreement and the application of such provision to other persons or circumstancesshall not be affected thereby, but rather shall be enforceable to the fullest extent permitted bylaw.13.8 **Heirs, Successors and Assigns**. Each and all of the covenants, terms, provisions andagreements contained in this Agreement shall be binding upon and inure to the benefit of theparties hereto and, to the extent permitted by this Agreement, their respective heirs, legalrepresentatives, successors and assigns.
 
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13.9 **Creditors**. None of the provisions of this Agreement shall be for the benefit of orenforceable by any creditors of the Company.13.10 **Counterparts**. This Agreement may be executed in multiple counterparts, each of whichshall be deemed an original but all of which shall constitute one and the same instrument.13.11 **Federal Income Tax Election**. In the event of a transfer of all or any portion of theInterest of any Member, the Company shall elect pursuant to Section 754 of the Code to adjust thebasis of assets of the Company upon written request of the transferee.13.12 **Injunctive Relief**. Each Member acknowledges that it will be impossible to measure inmoney the damage to the Company and to the other Members if there is a failure to comply with thisAgreement. It is therefore agreed that the Company or any other Member, in addition to any otherrights or remedies which they may have, shall be entitled to immediate injunctive relied and tospecific performance to enforce this Agreement and that if any action or proceeding is brought inequity to enforce it, no party will urge, as a defense, that there is an adequate remedy at law.[**The remainder of this page is intentionally left blank**.]
 
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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the datefirst above written.      EVERFLOW MANAGEMENT CORPORATION   By:  /s/ William A. Siskovic    Its:  Vice President   ****