Exhibit
10.162


 


LIMITED
LIABILITY COMPANY OPERATING AGREEMENT


OF


VERMONT
RENEWABLE GAS, LLC


 


Dated
as of December 14, 2022


 


THE
INTERESTS ISSUED UNDER THIS AGREEMENT MAY BE SOLD OR TRANSFERRED ONLY IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER SET FORTH HEREIN.


 


IN
ADDITION, THE SECURITIES ISSUED UNDER THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR REGISTERED OR QUALIFIED UNDER THE APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS
FROM REGISTRATION AND QUALIFICATION PROVIDED FOR IN THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD
OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION OR REGISTRATION UNDER
THE APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION OR QUALIFICATION IS
NOT REQUIRED.


 




    	 



     


    

 


OPERATING
AGREEMENT


 


OF
VERMONT RENEWABLE GAS, LLC


 


A
VERMONT LIMITED LIABILITY COMPANY


 


THIS
OPERATING AGREEMENT (this “Operating Agreement”, or “Agreement”), made effective as of this 14th
day of December, 2022, of VERMONT RENEWABLE GAS, LLC, a Vermont Limited Liability Company (the “Company”), with principal
offices located at ___________________________________________________, by and among each member who is a signatory to this Agreement
and as set forth on Schedule A attached hereto and each new member who has executed the form of Joinder attached hereto as Schedule B,
each of whom intend to be legally bound (each individually a “Member” and collectively, the “Members”). This
Operating Agreement, as it may be amended from time to time, shall be binding on any Person who at the time is a Member regardless of
whether or not the Person has executed this Operating Agreement or any amendment hereto. The Company and its Members hereby agree as
follows:


 


WITNESSETH:


 


WHEREAS,
the Company was organized as a limited liability company by the filing of Articles of Incorporation on ______with the Secretary of State
of the State of Vermont under and pursuant to the Act;


 


WHEREAS,
the Members formed the Company in order to exclusively provide debt and/or equity financing to develop and construct a biomass energy
facility to be sited in Vermont and owned by the Company;


 


WHEREAS,
the Company has transferable security interests and liens on all of the tangible assets and intangible of the Company;


 


WHEREAS,
Vermont Renewable Gas, LLC is a pyrolysis plant established to convert approximately 10,000 tons/year of woody biomass feedstock into
approximately 16,500 MWh electricity/year, 1,400 MT/year of biochar and 26,000 MM BTU/year of thermal energy by using high temperature
ablative fast pyrolysis reactor for which Clean Energy Technology, Inc. holds an exclusive license to exploit the technology;


 


WHEREAS,
the Company shall establish a trust account which will receive all cash flow generated from the accounts receivables and other receivables
of the Company which shall secure the payment of all principal and interest of all debt and loans incurred to finance the Company as
well as all expenses of the Company; and


 


WHEREAS,
all distributions to Members shall be in accordance with the terms hereof and subject to any covenants in the debt/loan documents the
Company enters into with creditors and lenders of the Company;


 




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NOW,
THEREFORE, in consideration of the premises, mutual covenants and agreements herein contained, and intending to be legally bound,
the parties hereby agree as follows:


 


Article
I


DEFINED
TERMS


 


The
following capitalized terms shall have the meaning specified in this Article 1. Other terms are defined in the text of this Agreement;
and, throughout this Agreement, those terms shall have the meanings respectively ascribed to them.


 


		1.1.	Registered
                                            Agent. The name and address of the registered agent of the Company in the State of Vermont
                                            shall be as set forth in the Articles.
	 	 	 
		1.2.	“Act”
                                            shall have the meaning ascribed to it in Section 2.1.
	 	 	 
		1.3.	“Agreement”
                                            shall mean this Operating Agreement, as amended from time to time.
	 	 	 
		1.4.	“Additional
                                            Capital Contributions” shall have the meaning ascribed to it in Section 8.1(b).
	 	 	 
		1.5.	“Additional
                                            Members” shall have the meaning ascribed to it in Sction 8.3.
	 	 	 
		1.6.	“Capital
                                            Contributions” shall have the meaning ascribed to it in Sction 8.1(b).
	 	 	 
		1.7.	“Capital
                                            Account” or “Capital Accounts”, as the case may be, means the
                                            Capital Account maintained for each Member pursuant to Article 8.
	 	 	 
		1.8.	“Articles”
                                            shall mean the Articles of Incorporation of the Company, as amended from time to time.
	 	 	 
		1.9.	“Class
                                            A Member” or “Class A Members”, the Class A Members of the Company
                                            shall be as set forth in Schedule A attached here to as may be amended as provided herein.
                                            The Class A Members shall have voting rights as provided herein.
	 	 	 
		1.10.	“Class
                                            A Membership Interest” shall mean, with respect to each Class A Member, all of
                                            the economic rights, title and ownership interests in the Company held by such Class A Member,
                                            including the Class A Member’s rights to receive allocations of Net Profits, Net Losses
                                            and Distributions.
	 	 	 
		1.11.	“Class
                                            A Voting Interests” shall mean the voting interest equal to the pro rata portion
                                            of the Class A Members’ Class A Membership Interest.
	 	 	 
		1.12.	“Class
                                            B Member” or ‘‘Class B Members”, shall mean the Class
                                            B Members of the Company who are non-operating members who have invested in the Company and
                                            are set forth in Schedule A attached here to as may be amended as provided herein. The Class
                                            B Members shall have any voting rights as provided herein.
	 	 	 
		1.13.	“Class
                                            B Membership Interest”, shall mean, with respect to each Class B Member, all of
                                            the economic rights, title and ownership interests in the Company held by such Class B Member,
                                            including such Class B Member’s rights to receive allocations of Net Profits, Net Losses
                                            and Distributions.
	 	 	 
		1.14.	“Class
                                            B Voting Interests”, shall mean the voting interest equal to the pro rata portion
                                            of the Class B Members’ Class B Membership Interest.
	 	 	 
		1.15.	“Class
                                            C Member” or “Class C Members”, shall mean the Class C Members
                                            of the Company who have received membership interests in connection with debt or tax credit
                                            financing as set forth in Schedule A attached here to as may be amended as provided herein.
                                            The Class C Members shall have the voting rights as provided herein.



 




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		1.16.	“Class
                                            C Membership Interest”, shall mean, with respect to each Class C Member, all of
                                            the economic rights, title and ownership interests in the Company held by such Class C Member,
                                            including such Class C Member’s rights to receive allocations of Net Profits, Net Losses
                                            and Distributions.
	 	 	 
		1.17.	“Class
                                            C Voting Interests” shall mean the voting interest equal to the pro rata portion
                                            of the Class C Members’ Class C Membership Interest.
	 	 	 
		1.18.	“Class
                                            D Member” shall mean any transferee of a Class A Member, Class B Member or Class
                                            C Member after the Company and its Members exhaust the right of first refusal set forth in
                                            Section 9.8 hereof.
	 	 	 
		1.19.	“Class
                                            D Membership Interest” shall mean, with respect to a Class D Member all of the
                                            economic rights and participation in the Company’s profit and losses of the Class A
                                            Members, Class B Members and Class C Members, however, the Class D Member shall have no voting
                                            rights.
	 	 	 
		1.20.	“Code”
                                            shall mean the Internal Revenue Code of 1986, as amended, or any corresponding provisions
                                            of superseding federal revenue statute.
	 	 	 
		1.21.	“Confidential
                                            Information” shall have the meaning ascribed to it in Section 12.5.
	 	 	 
		1.22.	“Company”
                                            shall mean Vermont Renewable Gas, LLC.
	 	 	 
		1.23.	“Core
                                            Business” shall mean engaging in biomass pyrolosis conversion of biomass feedstock
                                            into electricity, heat, and biochar or any other lawful business activity under the Act consistent
                                            with such business purpose.
	 	 	 
		1.24.	“Distribution”
                                            or “Distributions”, as the case may be, shall mean a cash distribution
                                            to all Members made pursuant to Article 7.
	 	 	 
		1.25.	“Election
                                            Period” shall have the meaning ascribed to it in Section 9.8(a).
	 	 	 
		1.26.	“ERISA”
                                            shall mean the Employee Retirement Income Security Act of 1974, as amended.
	 	 	 
		1.27.	Family
                                            Member” shall have the meaning ascribed to it in Section 9.1(a).
	 	 	 
		1.28.	“Fair
                                            Market Value” shall mean, with respect to any property (including the Membership
                                            Interests), the value that would be obtained in an arm’s length transaction for ownership
                                            of such property for cash between an informed and willing seller and an informed and willing
                                            purchaser, each with an adequate understanding of the facts and under no compulsion to buy
                                            or sell. The Managers shall determine in good faith, the Fair Market Value, (i) based on
                                            a valuation by a third-party advisor with experience in valuing business or (ii) by the Managers
                                            using some other generally accepted methodology for business valuation. Such determination
                                            and choice of methodology shall be final and conclusive evidence of the Fair Market Value.
	 	 	 
		1.29.	“Fiscal
                                            Year” means the fiscal year of the Company, which shall be the calendar year; but,
                                            upon termination of the Company, “Fiscal Year” means the period from the end
                                            of the last preceding Fiscal Year to the date of such termination.
	 	 	 
		1.30.	“Initial
                                            Capital Contributions” shall have the meaning ascribed to it in Section 8.1(a).



 




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		1.31.	“Liquidation”
                                            shall mean the process of winding up and terminating the Company after its Dissolution.
	 	 	 
		1.32.	“Liquidators”
                                            shall have the meaning ascribed to it in Section 11.2.
	 	 	 
		1.33.	“Manager
                                            (s)” shall mean the individuals or entities designated manager(s) by the Class
                                            A Members pursuant to Article 5 of this Agreement.
	 	 	 
		1.34.	“Membership
                                            Interests” shall collectively mean and refer to the Class A Membership Interests,
                                            the Class B Membership Interests, Class C Membership Interests and Class D Membership Interests
                                            and any class of additional membership interests issued by the Company.
	 	 	 
		1.35.	“Net
                                            Profit” and “Net Loss” or “Net Profits” and
                                            “Net Losses”, as the case may be, for any accounting period as determined
                                            by the Managers shall mean the income or loss of the Company during any such period as determined
                                            in accordance with generally accepted accounting principles and pursuant to Article V herein.
	 	 	 
		1.36.	“Net
                                            Cash Flow” shall have the meaning ascribed to it in Section 7.2(c).
	 	 	 
		1.37.	“Notice
                                            of Election” shall have the meaning ascribed to it in Section 9.8(a).
	 	 	 
		1.38.	“Offering
                                            Member” shall have the meaning ascribed to it in Section 9.8(a).
	 	 	 
		1.39.	“Proposed
                                            Transferee” shall have the meaning ascribed to it in Section 9.8(a).
	 	 	 
		1.40.	“Responding
                                            Member” shall have the meaning ascribed to it in Section 9.8(a).
	 	 	 
		1.41.	“ROFR
                                            Notice” shall have the meaning ascribed to it in Section 9.8(a).
	 	 	 
		1.42.	“Representatives”
                                            shall have the meaning ascribed to it in Section 12.15.
	 	 	 
		1.43.	“Substitute
                                            Member” shall have the meaning ascribed to it in Section 9.2(a).
	 	 	 
		1.44.	“Tag
                                            Along Right” shall have the meaning ascribed to it in Section 9.8(a).
	 	 	 
		1.45.	“Tag
                                            Period” shall have the meaning ascribed to it in Section 9.8(a).
	 	 	 
		1.46.	“Transfer”
                                            shall have the meaning ascribed to in in Section 9.1(a).



 


Article
II


ORGANIZATION


 


2.1 Formation
and Continuation.


 


a) The
Company has been organized as a Vermont limited liability company on by the filing of Articles of Organization (the “Articles”)
with the Secretary of State of the State of Vermont pursuant to and in accordance with the Vermont Limited Liability Company Act, as
amended from time to time (the “Act”).


 


b) The
rights, liabilities and obligations of the Members with respect to the Company shall be determined in accordance with the Act, the Certificate
and this Agreement. To the extent anything contained in this Agreement modifies, supplements or otherwise affects any such right, liability,
or obligation arising under the Act, this Agreement shall supersede the Act to the extent not restricted thereby.


 




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c) The
Managers shall accomplish all filing, recording, publishing and other acts necessary or appropriate for compliance with all the requirements
for the formation and operation of the Company as a limited liability company under this Agreement and the Act and under all other laws
of the State of Vermont and such other jurisdictions in which the Members determine that the Company may conduct business.


 


2.2 Name.
The name of the Company is Vermont Renewable Gas, LLC”.


 


2.3 Purposes.
The purpose of the Company is to engage in any activity for which limited liability companies may be formed under the Act for purposes
of advancing the Core Business and to engage in any and all activities necessary or incidental thereto, as well as to engage in any lawful
act or activity for which limited liability companies may be formed and/or conduct business under the Act in furtherance of the Core
Business. The Company shall have all the powers necessary or convenient to affect any purpose for which it is formed, including all powers
granted by the Act.


 


2.4 Duration.
The term of the Company commenced as of the date of filing of the Articles, and the Company shall be dissolved and its affairs wound
up as provided in the Articles, in this Agreement or as otherwise provided in the Act.


 


2.5 Principal
Place of Business. The Principal Place of Business of the Company shall be___________________________________________________, or
at such other location as may be determined by the Managers from time to time.


 


2.6 Intention
for Company. The Members have formed the Company as a limited liability company under and pursuant to the Act. The Members specifically
intend and agree that the Company shall not be, for legal purposes, a partnership (including, a limited partnership) or any other venture,
but shall be a limited liability company under and pursuant to the Act, desiring partnership tax treatment. No Member or Manager shall
be construed to be a partner in the Company or a partner of any other Member, Manager, or person; and the Articles, this Agreement, and
the relationships created thereby and arising therefrom shall not be construed to suggest otherwise.


 


2.7 Registered
Agent. The name and address of the registered agent of the Company in the State of Vermont shall be as set forth in the Articles.


 


Article
III


MEMBERS


 


3.1 Membership.
The names and addresses of the Members are set forth on the signature page hereof and, in the case of any new members, upon the Joinder
annexed hereto as Schedule B. The address of the members shall be as kept on the records of the Company. A Member may be removed as a
Member and/or as a Manager for a material breach of its fiduciary duty to the Company, fraud, willful malfeasance against the Company,
or a material breach of a material term of this Agreement after given six (6) months to cure, in each case as determined by a court of
competent jurisdiction located in the State of Vermont, after exhaustion of all appeals.


 


3.2  Limited
Liability. No Member or Manager of the Company shall be personally liable under any judgment of a court, or in any other manner,
for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely
by reason of being a Member or Manager of the Company except as provided by law.


 




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3.3 Actions
Requiring Majority Vote of the Class A, Class B and Class C Members. The following actions may be taken by the Managers solely upon
a vote of the majority of Class A Voting Interests, Class B Voting Interests and Class C Voting Interests, each voting as a separate
class approving such matter, which shall include the affirmative vote of CETY or its assignees:


 


a) Any
amendment of the Articles;


 


b) Any
amendment of the Operating Agreement of the Company;


 


c) The
merger, consolidation, dissolution, liquidation or cessation of business activities of the corporation;


 


d) The
consent to: (i) the entry of a decree or order for relief against the Company by a court of competent jurisdiction in any involuntary
case brought against the Company under any debtor relief laws generally affecting the rights of creditors and relief of debtors now or
hereafter in effect; or (ii) the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar agent
under applicable debtor relief laws for the Member or for any substantial part of its assets or property;


 


e) The
Company’s filing of a petition for relief under the Federal Bankruptcy Code (or any corresponding future United States Debtor Relief
Law now or hereafter in effect);


 


f) Any
material change in the nature of the Core Business; or


 


g) The
making of any general assignment for the benefit of the Company’s creditors.


 


3.4 Actions
Requiring Majority Vote of the Class A Members. The following actions may be taken by the Managers solely upon a vote of the majority
of Class A Voting Interests; provided that any such action is permitted by any lending, credit or funding agreement entered into by the
Company, which vote shall include the affirmative vote of CETY or its assignees:


 


		a)	A
                                            withdrawal of any part of a Member’s Capital Contribution other than upon the Dissolution
                                            of the Company or in accordance with the provisions of this Agreement for distributions;



 


b) Any
change in the amount or character of Capital Contributions


 


c) The
selection of a Manager, and employment of same individual, and setting compensation of a Manager;


 


d) The
sale and/or issuance by the Company of Membership Interests and fixing consideration thereon;


 


e) Revisions
of Schedule A in order to reflect the transfer, sale or termination of any Membership Interest;


 


f) The
entering into, modification or termination of any lease, contract or agreement with a term of one year or more;


 


g) The
purchase of any interest in the stock, assets or business of any corporation, partnership or other entity other than in the ordinary
course of business;


 


h) The
sale, purchase, transfer, hypothecation or lease of any asset other than in the ordinary course of business;


 


i) The
borrowing of money in excess of $50,000;


 




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j) The
making by the Company of any loan to any person, corporation, partnership or other entity;


 


k) The
guaranty of any obligation or debt of any third party except for the Company’s wholly owned subsidiaries;


 


l) The
making of any capital expenditure of $50,000 or more;


 


m) The
making of capital expenditures which aggregate $100,000 or more within any fiscal year;


 


n) The
declaration or payment of distributions upon the Membership Interests, unless otherwise provided for in this Agreement;


 


o) The
purchase of disability and/or life insurance on the lives of certain key persons;


 


p) The
fixing of a new class of Membership Interests and the terms thereof


 


q) The
sale of any subsidiary of or investment by the Company;


 


r) Such
other matters, obligations and limitations as may be required in the documents executed by lenders, creditors, government incentive programs,
or the sale of tax incentives by the Company.


 


s) The
approval of any action to be taken by the Managers in Section 4.2 or as not explicitly granted herein or


 


t) The
investment in or creation of any new subsidiary of the Company.


 


A
new Member may be admitted by an affirmative vote of a majority of the Class A Members, which vote shall include the affirmative vote
of CETY or its assignees.


 


3.5 Meetings.
Meetings of the Members may be held at any place, either within or without the State of Vermont , as may be determined by the Managers
from time to time. A special meeting of the Members may be called by the Managers or by any Member or Members representing more than
fifteen (15%) percent of the Class A Membership Interests or 85% of the Class B Membership Interests for the purpose of addressing any
matters on which the Class A Members may vote. The Company shall have no obligation to conduct annual or special meetings or to keep
minutes thereof. Meetings will be conducted in a manner the Managers determine to be fair and reasonable in the circumstances. In conducting
meetings, the Managers may, but are not obligated to, refer to sources such as The Modern Rules of Order or other similar publication
setting forth a method of parliamentary procedure. The Managers may provide that meetings be held by telephone, internet, or other form
of telecommunication.


 


3.6 Notice
for Meetings. Written notice of a meeting shall be given to each Member entitled to vote not less than ten (10) days nor more than
sixty (60) days before the date of the meeting. The notice shall state the place, date, and hour of the meeting and the general nature
of the business to be transacted.


 


3.7 Required
Vote. When the Managers call a meeting, they shall determine the matters to be considered at the meeting, and whether any Members
other than the Members with the right to vote, will be entitled to vote at the meeting. Unless a greater vote is required by the Act
or the Articles or specifically set forth in this Agreement, the affirmative vote or consent of a majority of the Class A Voting Interests
of the Class A Members entitled to vote or consent on such matter shall be required to affirm any matter considered at a meeting or by
consent.


 




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3.8 Consents.
Any action required or permitted to be taken at an annual or special meeting of the Members may be taken without a meeting, without prior
notice, and without a vote, if consents in writing, setting forth the action so taken. Every written consent shall bear the date and
signatures of all Members required to vote.


 


3.9 Members
and Assignees Have No Agency Authority. Except as expressly provided by resolution of the Managers, no Member or Assignee (in their
capacity as Members and Assignees) shall have any agency authority to take any action on behalf of the Company, whether or not such Person
is a Member.


 


Article
IV


MANAGEMENT


 


4.1 Management
of the Company. Except as otherwise specifically set forth in this Agreement, (i) the business and affairs of the Company will be
Member-managed by and under the direction of these managing Members (“the “Board”), and (ii) the Board
is hereby authorized to take any action of any kind, and to do anything, and everything, in furtherance of the purposes of the Company,
in accordance with the provisions of this Agreement and the Vermont Act. Pursuant to 11 V.S.A. § 4054 of the Vermont Act, the Board
will be the “manager” of the Company as provided in the Vermont Act and shall have such rights, duties and powers as are
specified in this Agreement and the Vermont Act. The Board will have the power and authority to delegate its rights and powers to manage
and control the business and affairs of the Company, hereunder or otherwise, subject to any limitations set forth in the Articles, this
Agreement and the Vermont Act, and accordingly the Board may appoint officers who shall be responsible for the day-to-day management
of the Company. No such delegation will relieve the Board of any of its obligations under this Agreement. The composition of the Board
shall be as set forth in Section 3.3. The Board shall determine the frequency of Board meetings (if any) from time to time.


 


4.2 Powers
of the Board. The Board shall be afforded all powers, rights and authority of managers under the Vermont Act with respect to the
business and purpose of the Company. Except as otherwise set forth herein, approval by the Board of any matter shall require the vote
of a majority of the Managers of the Board, with each Member holding total voting rights proportionate to its shares in the Company as
shown in Schedule A. Without in any way intending to limit the powers of the Board, the Board shall, subject to any rights of approval
of the Class A Members, have the right, power and authority on behalf of the Company, which vote shall include the affirmative vote of
the CETY designated manager unless expressly stated herein:


 


a) To
purchase, hold, own, pledge, and sell any assets of the Company;


 


b) To
obtain financings, loans and borrowings in connection with the businesses and assets of the Company on such terms as may be determined
by the Board in and to execute and deliver in the name of the Company all documents in connection therewith;


 


c) To
acquire and enter into any contract of insurance that the Board deems necessary or appropriate for the protection of the assets of the
Company and/or the Members and their respective employees, officers and affiliates, or for any purpose convenient or beneficial to such
entities or individuals;


 


d) To
engage persons, whether full-time or part-time, in the operation and management of the business of the Company, on such terms and for
such compensation as the Board shall determine;


 




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e) To
file, conduct, prosecute and defend legal proceedings of any form, including proceedings against Members, and to compromise and settle
any such proceedings, or any claims against any person, including claims against Members, on whatever terms deemed appropriate by the
Board;


 


f) To
open brokerage, bank and other accounts and to deposit and maintain funds in the name of the Company, in such accounts and to temporarily
invest such funds in short-term United States government securities, money market accounts and/or other short-term interest bearing instruments;


 


g) To
cause the Company to make or revoke any of the elections referred to in Section 754 of the Internal Revenue Code of 1986, as amended
(the “Code”), or any similar provision enacted in lieu thereof;


 


h) To
select as its accounting year the period ending December 31 or other Fiscal Year as is permitted by the Internal Revenue Service;


 


i) To
engage and replace attorneys, independent accountants and auditors and such other service providers as the Board may deem necessary or
advisable;


 


j) To
transact business through agents and other persons selected by the Board in its sole discretion, and in selecting such agents and other
persons, and determining the compensation payable to such persons, even though other persons may be able to provide transactional services
at lower rates of compensation;


 


k) To
prepare, or cause to be prepared, to execute, acknowledge and deliver any and all instruments to effectuate the business of the Company,
including, but not limited to, annual and/or final reports, a copy of which shall be delivered to each Member;


 


l) To
purchase and sell assets of the Company, at such prices or amounts for cash, securities or other property and upon such terms as are
deemed in the Board’s absolute discretion to be in the best interests of the Company;


 


m) To
acquire, hold, manage, operate, sell, transfer, assign, convey, exchange or otherwise dispose of or deal with all or any part of the
investments held by the Company;


 


n) To
waive, defer, reduce or change, in whole or in part, the minimum investment amount, access to information, or any other requirement or
limitation imposed on a Member by this Agreement, regardless of whether such waiver, deferral, reduction or change operates for the benefit
of the Company, all of the Members or fewer than all of the Members of the Company;


 


o) To
establish such reserves as the Board shall, in its sole but reasonable discretion, deem appropriate to pay Expenses (as defined below)
and current and future, definite, contingent and possible obligations of the Company (“Reserves”); and


 


p) To
do any act, engage in any activity or execute any agreement of any nature, necessary or incidental to the accomplishment of the purposes
of the Company in accordance with the provisions of this Agreement and all applicable foreign, Federal, state and local laws and regulations.
If such act, activity, or execution entails expenses no greater than $10,000.00 USD, it shall not require the affirmative vote of the
CETY designated manager.


 




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4.3 Board
Composition. The Board shall initially consist of two (2) individuals (each, a “Manager”), as follows:
(i) CETY Capital, LLC shall be entitled to designate one (1) Managers to represent CETY (the “CETY Manager”),
which Manager shall initially be its Chief Executive Officer, Kambiz Mahdi; and (ii) Synergy Bioproducts Corporation (“Synergy”)
shall be entitled to designate one (1) Manager to represent Synergy (the “Synergy Manager”), which Manager
shall initially be its President, Evan Dell’Olio. The value of the votes of both the CETY Manager(s) and Synergy Manager (s) shall
be equivalent to the respective shares held by each Member as shown in Schedule A. The size of the Board may be increased or decreased
only with the unanimous approval of the Class A Members. However should the Board be increased or decreased, the aggregate votes of the
CETY Manager(s) and Synergy Manager(s) shall be equal to no more than the shares of their respective Members as shown in Schedule A.
A Manager will hold such role until such Manager’s death, resignation, incapacity or removal in accordance with the provisions
of this Section 3.3. Managers may only be removed as follows: (i) CETY may remove the CETY Manager(s) at any time for any reason
and appoint replacement CETY Manager(s) at any time by delivering notice to the Company and to each of the Members; and (ii) Synergy
may remove the Synergy Manager(s) at any time for any reason and appoint replacement Synergy Manager(s) at any time by delivering notice
to the Company and to each of the Members. Any Manager may resign at any time upon notice to the Company. If the office of any Manager
becomes vacant for any reason, the Member that appointed such Manager shall be entitled to appoint a replacement.


 


4.4 Exculpation
and Indemnification.


 


a) The
Board shall not be liable to the Company or the Members for any action taken or omitted to be taken in connection with the business or
affairs of the Company so long as the Board acted in good faith and is not found to be guilty of gross negligence or willful misconduct
with respect thereto. It shall be conclusively presumed and established that the Board acted in good faith if any action is taken, or
not taken, on the advice of legal counsel or other independent outside consultants.


 


b) The
Company agrees to indemnify and hold harmless each Manager and his agents and affiliates from and against any and all claims, actions,
demands, losses, costs, expenses (including attorney’s fees and other expenses of litigation), damages, penalties or interest,
as a result of any claim or legal proceeding related to any action taken or omitted to be taken in connection with the business and affairs
of the Company (including the settlement of any such claim or legal proceeding); provided, however, that the party
against whom the claim is made or legal proceeding is directed is not guilty of gross negligence or willful misconduct as determined
by a court of competent jurisdiction. Any indemnity under this Section shall be paid from and to the extent of assets of the Company
only, and only to the extent that such indemnity does not violate applicable Federal and state laws.


 


c) Compensation
of Managers; Reimbursement of Expenses. A Manager shall not be entitled to compensation for his or her service as a Manager of the
Company or be entitled to any reimbursement of any general overhead expenses incurred by it unless provided for through a separate written
agreement between the Members. However, the Managers shall be entitled to reimbursement from the Company for direct out-of-pocket expenses
incurred on behalf of the Company.


 


d) Incapacity
of Manager. If any Manager shall become “incapacitated”, as herein defined, such Manager shall immediately cease to be
a Manager and such Manager shall be treated as if he or she had resigned on the date that such Manager shall have become incapacitated,
and the successor Manager, appointed by the Members, shall become a Manager of the Company; provided, that the successor to a
CETY Manager shall be selected by CETY, the successor to a Synergy Manager shall be selected by Synergy. Any individual Manager shall
be deemed “incapacitated” at such time as there shall be:


 


		i.	A
                                            currently applicable court order adjudicating such individual to be legally incapacitated
                                            to act on his or her own behalf or appointing a conservator or guardian to act for such individual;
                                            or



 




    	11



     


    

 


		ii.	Duly
                                            executed, witnessed, and acknowledged written Articles of two (2) doctors of medicine who
                                            are licensed to practice medicine in the State of Vermont. Each such certificate shall state
                                            that such doctor has examined such individual and has concluded that such individual was,
                                            at the date indicated in the certificate, incapacitated, either physically or mentally, such
                                            that such individual was unable to manage his or her affairs with judgment and reason. Such
                                            certificates shall be in the possession of the Company and any successor Manager to such
                                            individual designated, or pursuant to, the provisions of this Agreement, or if none, in the
                                            possession of one or more other Managers.



 


e) Quorum;
Action without a Meeting. A quorum of any meeting of the Board shall require the presence of all of the Managers. Any matter or action
that is to be voted on, consented to or approved by the Managers may be taken without a meeting, if consented to in writing by the Managers.
Each such action taken by written consent of the Board shall be maintained by the Board in the records of the Company.


 


Article
V


 


ALLOCATION
OF PROFIT AND LOSS


 


5.1 Allocation
of Net Profit and Net Losses. For purposes of this Agreement, “Net Losses” or “Net Profits”
shall mean the net losses or net income of the Company, if any, determined in accordance with federal income tax principles.
Net Profits and Net Losses of the Company shall be allocated among the Members each Fiscal Year (or such other period as the case may
be) as follows. First, Net Profits (if any) up to the amount of distributions made with respect to such Fiscal Year shall be allocated
to the Members receiving such distributions in the ratio of such distributions according to each Member’s Membership Interests
as shown in Schedule A. Thereafter, Net Profits and Net Losses shall be allocated among the Members in such a manner as to cause the
balance in the Capital Account of each Member, as adjusted to reflect the allocations provided hereunder, to be equal to the aggregate
amount of cash such Member would receive if all the assets of the Company were sold for an amount of cash equal to the their book value,
all debt obligations were satisfied in accordance with their respective terms and the remaining cash was distributed as provided in Section
7.4 hereof.


 


5.2 Regulatory
Allocations. Notwithstanding Section 5.1 hereof, appropriate adjustments shall be made to the allocations of Net Profits and
Net Losses to the extent required to comply with the “qualified income offset” provisions of Section 1.704-1(b)(2)(ii)(d)
of the Treasury Regulations; the partnership “minimum gain chargeback” provisions of Section 1.704-2(f) of the Treasury Regulations;
and the “partner nonrecourse deduction” and “partner nonrecourse debt minimum gain chargeback” provisions of
Section 1.704-2(i) of the Treasury Regulations, all issued pursuant to Section 704(b) of the Code. To the extent permitted by such Treasury
Regulations, the allocations in such year and subsequent years shall be further adjusted so that the cumulative effect of all the allocations
shall be the same as if all such allocations were made pursuant to Section 4.1 hereof without regard to this Section 4.2.


 


5.3 Allocation
for Tax Purposes.


 


(a) Taxable
income, losses and deductions of the Company for each Fiscal Year shall accrue to, and be borne by, the Members holding Interests in
proportion to their sharing of profits and losses in accordance with Section 5.1, the allocations of various types of taxable
income and losses likewise being as nearly as possible proportionate.


 




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(b) All
allocations under this Section 5.3 shall be made pursuant to the principles of Section 704 of the Code and in conformity with
Treasury Regulations promulgated thereunder, or the successor provisions to such Section and Regulations.


 


(c) All
matters concerning the allocation of profits, gains and losses among the Members (including the taxes thereon) and accounting procedures
not expressly provided for by the terms of this Agreement shall be determined by the Board in its sole and absolute discretion in consultation
with the accountants for the Company. The Board’s determination of the foregoing matters shall be final and conclusive as to all
Members.


 


(d) Any
taxes, fees or other charges that the Company is required to withhold under applicable law with respect to any Member shall be withheld
by the Company (and paid to the appropriate government authority) and shall be treated as having been distributed to such Member pursuant
to Section 7.2 and correspondingly deducted from the Capital Accounts of such Member, as they may occur with respect to which
amounts are required to be withheld


 


Article
VI


 


BOOKS
AND RECORDS; FINANCIALS; BANK ACCOUNTS; TAX MATTERS


 


6.1 Books
and Records.


 


a) At
all times during the existence of the Company, the Board shall keep true and complete records and books of account, in which shall be
entered fully and accurately each transaction of the Company and maintained at all times at the principal offices of the Company or,
subject to the provisions of the Vermont Act, at such other place as the Board may from time to time determine. The Board shall delegate
some or all of the administrative bookkeeping and accounting functions relating to the Company to a certified public accounting firm
designated by CETY and approved by Synergy, which approval shall not be unreasonably withheld. In the event that the Company lacks the
funds to make timely payment for any of the costs incurred by the use of services from such certified public accounting firm designated
by CETY, CETY shall hold complete and total responsibility for payment for all such costs incurred and not paid by the Company. Synergy
shall have no responsibility, legal or otherwise for contributing to these payments.


 


b) Upon
reasonable advance written notice to the Board, a Member or its authorized representative may inspect and copy, at the Member’s
expense and solely for use in connection with such Member’s interest as a member (and for no other purposes, competitive or otherwise),
the records of the Company required to be maintained pursuant to the Vermont Act and any financial statements maintained by the Company.
Any such inspection must be in good faith without any intent to damage the Company, the Board, any of the other Members or any of their
respective principals or affiliates in any manner.


 




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6.1 Reports
to Members. At the close of each Fiscal Year, the Company shall have unaudited annual financial statements prepared in accordance
with generally accepted accounting principles. It shall be the responsibility of CETY or the certified public accounting firm referenced
in Section 6.1(a) to prepare such unaudited annual financial statements. In the event that the Company lacks the funds to make timely
payment for any of the costs incurred in the preparation of such unaudited annual financial statements, CETY shall hold complete and
total responsibility for payment for all such costs incurred. Synergy shall have no responsibility, legal or otherwise for contributing
to these payments. The Company shall also prepare and file all Federal, state, local and foreign income, and other tax returns that the
Company is obligated to file. It shall be the responsibility of CETY or the certified public accounting firm referenced in Section 6.1(a)
to prepare and file such Federal, state, local and foreign income, and other tax returns. In the event that the Company lacks the funds
to make timely payment for any of the costs incurred in the preparation and filing of any such taxes, it shall be the sole responsibility
of CETY to cover the costs of such preparation. Synergy shall have no responsibility, legal or otherwise for contributing to these payments.
In addition, as soon as practicable after the close of the Company’s Fiscal Year, the Company shall deliver to each Member the
relevant tax information required by such Member for the completion of its federal and state income tax returns. Copies of all Company
tax returns, information returns or reports shall be available to all Members as soon as possible after the close of the Fiscal Year
at the offices of the Company.


 


6.2 Bank
Accounts. Funds of the Company shall be used only for Company purposes and shall be deposited in such accounts in banks or other
financial institutions as may be established from time to time by the Board. Withdrawals shall be made by such persons as are designated
from time to time by the Board


 


6.3 Partnership
Representative. Kambiz Mahdi shall serve as the “partnership representative” of the Company under Code Section 6223,
for all purposes of the Code and for the corresponding provisions of any state or local statute (the “Partnership Representative”).
The Partnership Representative shall cause the Company’s accountant to prepare, and timely file, all Company tax returns, and shall
timely make all other filings required by any governmental authority having jurisdiction to require such filing, the cost of which shall
be borne by the Company. In the event that the Company lacks the funding to make timely payment for any or all of these filings and the
services associated with their preparation, the cost(s) shall be borne by CETY. Synergy shall have no responsibility, legal or otherwise
for contributing to these payments. The Partnership Representative shall also cause to be delivered to the Members, within ninety (90)
days after the expiration of each tax year of the Company, such information relating to the Company as the Partnership Representative
determines is necessary for the Members to complete their federal, state and/or local income tax returns that include such tax year including
a Form K-1 prepared by the Company’s accountant. This form shall show the allocation of profits and losses of the Company for federal
income tax purposes, including all separately stated items, to each Member. No election shall be made by the Company or any Member to
be excluded from the application of the provisions of subchapter K of the Code or from any similar provision of state tax laws. Each
Member shall furnish to the Partnership Representative such information as the Partnership Representative may reasonably request to permit
it to provide the Internal Revenue Service with sufficient information in accordance with any provisions of the Code or the published
regulations thereunder which require the Partnership Representative to obtain information from the Members. The provisions of this Section
6.5 shall survive the termination of the Company (as well as any termination, purchase or redemption of a Member’s Interests in
the Company for any reason whatsoever), and shall remain binding on the Members and all former members for a period of time necessary
to resolve with the appropriate taxing authorities any and all material matters regarding the taxation of the Company and the Members
by reason of their Interests.


 


6.4 Taxation
as Partnership. The Members intend that the Company shall be treated as a partnership for federal, state and local income and franchise
tax purposes.


 




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Article
VII


 


DISTRIBUTIONS


 


7.1  Definitions.
For purposes of this Agreement, “Sharing Percentage” means with respect to any Member a fraction, expressed
as a percentage, the numerator of which is the number of Units held by such Member and the denominator of which is the sum of all of
the Units held by all of the Members.


 


7.2  Net
Cash Flow. The gross cash proceeds received by the Company from any and all sources and the reduction in any and all Reserves and
escrows previously established, shall be used for the following as shall be determined by the Board, in its sole discretion:


 


(a) first,
to pay all Company operating expenses then due and owing;


 


(b) second,
to establish, fund and increase Reserves and escrow accounts as appropriate or necessary to provide for the payment of Company expenses,
debt payments, lease payments, capital improvements and replacements, contingencies and all other purposes, all such determinations by
the Board to be made in its sole discretion; and


 


(c) finally,
the balance (the “Net Cash Flow”) shall be distributed to the Members in accordance with Section 7.3.


 


7.3 Distributions
in General.


 


(a) Subject
to maintaining the Company in a sound financial and cash position, which shall include the provision for losses affecting the cash position
of the Company and the payment or provision of payment, when due, of obligations of the Company and establishing such Reserves (defined
below), the Board, in its sole discretion, shall distribute Net Cash Flow to the Members. Distributions of Net Cash Flow shall be made
to the Members on a pro-rata basis in accordance with their respective Sharing Percentages;


 


(b) Notwithstanding
any provision to the contrary contained in this Agreement, the Company shall not make any distribution to the Members if such distribution
would violate the Act or other applicable law.


 


7.4 Liquidating
Distributions. Upon the liquidation or dissolution of the Company as contemplated in Article XI of this Agreement, the Board
shall cause the Company to distribute the net liquidation proceeds and any other liquid assets of the Company, after the payment of expenses
of liquidation of the Company and the establishment of a reasonable Reserve in an amount estimated by the Board to be sufficient to pay
any amounts reasonably anticipated to be required to be paid by the Company, as follows:


 


(a) First,
to the creditors of the Company, whether by payment or by establishment of adequate Reserves; and


 


(b) Second,
to the Members in accordance with the priorities set forth in Section 7.3.


 


7.5 Withholding.
The Company is authorized to withhold from distributions to the Members, and to pay over to the applicable foreign, federal, state or
local government authorities, any amounts required to be so withheld pursuant to the Code, Regulations or any provisions of any other
federal, state or local law and shall allocate such amounts to the Members with respect to which such amount was withheld. All amounts
withheld pursuant to the Code, the Regulations or any provisions of any other foreign, federal, state or local tax law with respect to
any payment, distribution, or allocation to the Company or the Members shall be treated as amounts distributed to the Members pursuant
to this Article VII for all purposes under this Agreement.


 




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Article
VIII


 


CAPITAL
ACCOUNTS, INITIAL CAPITAL CONTRIBUTIONS, AND ADDITIONAL CAPITAL CONTRIBUTIONS


 


8.1
(a) Initial Capital Contributions. Each Member hereby agrees to make contributions to the capital of the Company (the “Initial
Capital Contributions”) as set forth on Schedule A.


 


(b)
Additional Capital Contributions. Unless expressly provided in this Agreement, or if consented to by the Board in its sole discretion,
Members may, but shall not be required to, make additional capital contributions (the “Additional Capital Contributions”
and together with the Initial Capital Contributions, the “Capital Contributions”) to the Company in such amounts and
on such terms as may be determined by the Board.


 


(c)   No Member is entitled to any interest or compensation by reason of its Capital Contributions
or by reason of being a Member.


 


(d) The
Board must reflect in the books and records of the Company the addresses of Members and changes thereto and the transfer of Interests
and changes in Capital Contributions which are accomplished in accordance with the provisions hereof.


 


8.2 Capital
Accounts. A “Capital Account” of any Member attributable to its Interest as of a particular date shall
consist of the following:


 


(a) an
amount equal to the value of such Member’s Initial Capital Contribution with respect to such Membership Interest;


 


(b) the
increases, if any, to such account by reason of Additional Capital Contributions;


 


(c) the
decreases, if any, to such account by reason of distributions to such Member; and


 


(d) the
increases or decreases, if any, to such Capital Account to reflect allocations of profits and losses, respectively, in accordance with
the provisions of Section 4.1 and 4.2.


 


Each
Capital Account shall be maintained and adjusted in accordance with the Treasury Regulations promulgated pursuant to Section 704 of the
Code. Without limiting the foregoing, to each Member’s Capital Account there shall be debited or credited, as the case may be,
adjustments (other than adjustments already reflected in Net Profits or Net Losses) which are necessary to reflect a revaluation of Company
assets to reflect the fair market value of all Company assets, as required by Treasury Regulations Section 1.704-1(b)(2)(iv)(f), and
such regulations are hereby incorporated in this Agreement by reference.


 


8.3 Section
8.3  Subsequent Closings. Subject to Article IV, the Board may, in its sole and absolute discretion, admit additional Members
(the “Additional Members”), or permit any existing Member to increase its Capital Contributions.


 




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Article
IX


 


RESTRICTIONS
ON TRANSFERS OF INTERESTS OF MEMBERS; ADMISSION OF


SUBSTITUTE MEMBERS; OTHER MATTERS AFFECTING INTERESTS


 


9.1 Restrictions
on Transfer of Interests of Members.


 


a) Subject
to Section 9.8 below, no Member may offer, sell, transfer, assign, exchange, hypothecate or pledge, or otherwise dispose of or
encumber (hereinafter collectively, “Transfer”, including correlatives of such term), in whole or in part, such Member’s
Interest without the consent of the Board, which may be given or withheld in the sole and absolute discretion of the Board, except
a Transfer to a Family Member for bona fide estate planning purposes or by laws of descent and distribution upon the death of a Member
who is a natural person or Transfer to a parent entity or subsidiary entity of any Member controlled by such Member. “Family
Member” shall mean, with respect to a Member who is a natural person, (i) the spouse, parents, grandparents, children, grandchildren
and great grandchildren of such Member, (ii) any trust all of whose trustees and beneficiaries are one or more of the individuals listed
in clause (i) above, or (iii) any partnership or other entity all of whose owners are one or more of such individuals or trusts listed
in clauses (i) or (ii) above. Family Members shall include such relationships by adoption.


 


b) No
Member may Transfer, in whole or in part, such Member’s Interest if such Transfer would cause the termination of the Company for
Federal income tax purposes, and any purported Transfer that would cause the termination of the Company for Federal income tax purposes
shall be void ab initio.

 





c) Without
limiting the generality of Section 9.1(a) above, each Member agrees that it will not Transfer all or any portion of its Membership
Interests in the Company unless the Board determines that such proposed Transfer may be effected without:

 


(i) registration
of the Interests being made under the Securities Act of 1933, as amended;


 


(ii) violating
any applicable state securities or “Blue Sky” law (including investment suitability standards) or the laws of any other jurisdiction;


 


(iii) causing
the Company to relinquish its status as a partnership for Federal, state or local income or franchise tax purposes;


 


(iv) causing
the Company to become a “publicly traded partnership” within the meaning of the Code; or


 


(v) violating
the Vermont Act.


 


b) In
no event shall an Interest or any portion thereof be Transferred: (i) to a person or entity that does not qualify as an “accredited
investor” within the meaning of Regulation D promulgated under the Securities Act, or (ii) to a minor or incompetent.


 


9.2 Admission
of Substitute Member. Subject to the provisions of this Article IX, an assignee of the Interest of a Member (which shall include
any purchaser, transferee, or other recipient of any disposition of such Interest) shall be deemed admitted to the Company as a Member
thereof (hereinafter a “Substitute Member”) only upon the satisfactory completion of the following:


 


(a) The
consent of the Board shall have been given, which consent shall be evidenced by a written consent executed by the Board or by the execution
by the Board of a supplement or amendment to this Agreement or an amendment, if required, to the Certificate evidencing the admission
of such person as a Member which consent shall be given in the case of a Transfer to a parent entity or subsidiary controlled by such
a Member;


 




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(b) the
assignee shall have accepted and agreed to be bound by the terms and provisions of this Agreement (as it may be amended from time to
time) by executing a counterpart hereof and such assignee shall have expressly assumed all of the obligations of the assignor Member
hereunder, and shall have executed such other documents or instruments as the Board may reasonably require in its sole and absolute discretion
in order to effect the admission of such person as a Member;


 


(c) an
amendment to the Certificate, if required by the Vermont Act, evidencing the admission of such person as a Member shall have been filed;


 


(d) the
assignee shall have delivered a letter containing a representation that the assignee’s acquisition of the Interest is made as a
principal, for the assignee’s own account, for investment purposes only and not with a view to the resale or distribution of such
Interest, and that the assignee will not Transfer such Interest or any fraction thereof to anyone in violation of this Agreement;


 


(e) if
the assignee is an entity, the assignee shall have provided to the Board evidence satisfactory to counsel for the Company of its authority
to become a Member under the terms and provisions of this Agreement;


 


(f) the
assignee shall have complied with all applicable governmental rules and regulations, if any;


 


(g) the
assignee meets the requirements for investing in the Company and the assignee completes subscription documents if required by the Board;
and


 


(h) all
costs and expenses incurred by the Company and the Board in connection with this Section 9.2 shall have been paid by the person
or entity seeking to become a Substitute Member (or the relevant assignor).


 


9.3 Obligations
of Assignee of Interest in the Company.


 


(a) Subject
to the provisions of Section 9.2, and except as required by operation of law, the Company shall not be obligated for any purposes
whatsoever to recognize the assignment by any Member of such Member’s Interest until the Company has received notice thereof.


 


(b) Any
person or entity who is the assignee of all or any portion of an Interest of a Member, but who has not become a Substitute Member, and
desires to make a further disposition of such Interest, shall be subject to all the provisions of this Article IX to the same extent
and in the same manner as any Member desiring to make a disposition of such Interest.


 


9.4
Further Actions. The Board will cause this Agreement to be amended to reflect as appropriate the occurrence of any of the transactions
referred to in this Article IX as promptly as is practicable after such occurrence.


 


9.5 Effect
of Bankruptcy, Death or Incompetence of a Member. The bankruptcy of a Member, the death of a Member or any adjudication that a Member
is incompetent (which term shall include, but not be limited to, insanity), shall not cause the termination or dissolution of the Company
and the business of the Company shall continue.


 




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9.6 Attachment
by Creditors. If a Member’s Interest is subject to attachment by a creditor, or is assigned for the benefit of any creditor,
the Interest so obtained by such creditor shall be only that of an assignee, and in no event shall such creditor have the rights of a
Substitute or Additional Member.


 


9.7 Assignee.
If a Member Transfers all or a portion of such Member’s Interest involuntarily, by operation of law or voluntarily, without the
consent required by this Article IX, the transferee or assignee shall be entitled only to receive that proportion of profit and loss,
and any distribution of assets of the Company attributable to the Interest so acquired by reason of such disposition from and after the
effective date of such disposition, and only upon written notification of same to the Board, and in no event shall any such transferee
or assignee have the rights of a Substitute or Additional Member.


 


9.8 Right
of First Refusal.


 


(a) Prior
to any Transfer of his Interest, a Member (the “Offering Member”) shall give to the other Member (the “Responding
Member”) a notice in writing (the “ROFR Notice”), stating its intention to dispose of all of its Interest
in the Company to a bona fide third party purchaser (“Proposed Transferee”) and setting forth (i) the identity of
the Proposed Transferee and (ii) the terms and conditions of such proposed Transfer. The Responding Member shall have a period of forty-five
(45) business days, commencing with the date on which such notice is transmitted (the “Election Period”), to give
notice in writing (the “Notice of Election”) to the Offering Member that it will purchase all and not less than all
of the offered Interest. If such Notice of Election is delivered to the Offering Member, then the Responding Member shall purchase all
and not less than all of the offered Interest in accordance with the terms and conditions set forth in the ROFR Notice.


 


(b) If
the Responding Member does not timely exercise his option to purchase all of the offered Interest, then the Offering Member shall have
the right to sell the offered Interest to the Proposed Transferee for a price not less than, and on terms not more favorable than, the
price and terms offered to the Responding Member; provided that such Transfer (A) occurs within sixty (60) days following the
expiration of the Election Period and (B) complies with the provisions of Section 9.2.


 


9.9 Tag
Along Right.


 


(a) In
the event that the Offering Member sells its Interest in accordance with Section 9.8(b), the Responding Member shall have the
right, exercisable in its sole discretion, to elect to sell its Interests to the Proposed Transferee on the same terms and conditions
as the Offering Member sells its Interest in accordance with Section 9.8(b) (“Tag Along Right”). Any such election
must be made no later than thirty (30) business days after the expiration of the Election Period (“Tag Period”). If
the Responding Member makes the election described in this Section 9.9, the Responding Member shall have the right to participate
in the sale of Interests described in Section 9.8(b) upon the same terms and conditions set forth in the ROFR Notice.


 


(b)
In the event that the Responding Member elects to sell its Interest to the Proposed Transferee pursuant to this Section 9.9, the
Proposed Transferee shall purchase the amount of the Responding Member’s Interest equal to the product of (x) the total percentage
of Membership Interests that the Proposed Transferee proposes to buy (as set forth in the ROFR Notice) and (y) a fraction (A) the numerator
of which is equal to the percentage of Membership Interests then held by the Responding Member, and (B) the denominator of which is equal
to the total percentage of Membership Interests then held by the Offering Member and the Responding Member (the “Tag Along
Portion”). The Responding Member may sell the amount of its Interests up to its Tag Along Portion. If the Responding Member
notifies the Offering Member that it elects to exercise its Tag Along Right with respect to less than its full Tag Along Portion, then
the Offering Member may sell its Interests so that the Proposed Transferee purchases the full amount of Interests set forth in the ROFR
Notice.


 




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(c) If
the Responding Member does not timely exercise its Tag Along Right to sell its Interests to the Proposed Transferee, then the Offering
Member shall have the right to sell the its offered Interest to the Proposed Transferee on the terms and conditions set forth in the
ROFR Notice; provided that such Transfer (A) occurs within sixty (60) days following the expiration of the Tag Period and (B)
complies with the provisions of Section 9.2.


 


Article
X


 


POWER
OF ATTORNEY


 


10.1 Power
of Attorney. Each Member hereby constitutes and appoints the Board and the liquidators, with full power of substitution, as his or
its true and lawful agent and attorney-in-fact, with full power and authority in his or its name, place and stead, to execute, swear
to, acknowledge, deliver, file and record in the appropriate public offices (a) this Agreement, all certificates and other instruments
and all amendments thereof in accordance with the terms hereof that the Board deems appropriate or necessary to form, qualify, or continue
the qualification of, the Company as a limited liability company in the State of Vermont and in all other U.S. or foreign jurisdictions
in which the Company may conduct business or own property; (b) all instruments that the Board deems appropriate or necessary to reflect
any amendment, change, modification or restatement of this Agreement in accordance with its terms; (c) all conveyances and other instruments
or documents that the Board or the liquidators deem appropriate or necessary to reflect the dissolution and liquidation of the Company
pursuant to the terms of this Agreement, including a certificate of cancellation; and (d) all instruments relating to the admission,
withdrawal or substitution of any Member pursuant to this Agreement.


 


10.2 Procedural
Aspects. The power of attorney granted by each Member to the Board is irrevocable and coupled with an interest, and shall survive
the death, disability, incapacity, dissolution, bankruptcy, insolvency or termination of any Member and the Transfer of all or any portion
of his or its Units and shall extend to such Member’s heirs, successors and assigns.


 


Article
XI


 


DISSOLUTION
AND LIQUIDATION


 


11.1 Dissolution
of the Company. The Company shall be dissolved upon the earliest to occur of:


 


(a) the
unanimous determination of the Members to dissolve the Company;


 




    	20



     


    

 


(b) the
happening of any other event, including the entry of a decree of judicial dissolution under the Vermont Act, that under the law of the
State of Vermont, mandatorily requires the dissolution of the Company.


 


11.2 Liquidation.
Upon the dissolution of the Company, the liquidators, who shall consist of the Managers (such persons, the “Liquidators”)
shall cause the cancellation of the Certificate, liquidate the assets of the Company, pay off known liabilities, establish reserves for
contingent liabilities and expenses of liquidation, apply and distribute the balance of the proceeds of such liquidation in accordance
with the provisions set forth in Section 7.4 hereof, and shall take all other steps necessary to wind up the affairs of the Company
as promptly as practicable. To the extent reasonable, the business of the Company may continue to be conducted until liquidation is complete.
For purposes hereof, the term “Liquidators” shall also include the trustees, receivers or other persons required by law to
wind up the affairs of the Company.


 


11.3 Distribution
in Kind. Notwithstanding the provisions of Section 11.2 hereof, if, upon dissolution of the Company, the Liquidators shall
determine that an immediate sale of part or all of the assets attributable to the Company would be impractical or would cause undue loss
to the relevant Members, the Liquidators may, in their absolute discretion, either defer for a reasonable time the liquidation of any
assets except those necessary to satisfy liabilities of such entity (other than those to Members) or distribute to the Members, in lieu
of cash, the securities of issuer(s) underlying the investments held by the Company as the Liquidators deem not suitable for liquidation
(provided, however, that the Liquidators shall first distribute available cash after payment of liabilities and reserves for contingent
liabilities and expenses, including, without limitation, the costs of any independent appraisals). Each Member shall receive an amount
of securities with a fair market value (as determined by an independent appraiser approved by the Liquidators) equal to the proceeds
the Members would have received if such underlying investments had been liquidated for cash equal to such fair market value and such
cash were distributed in accordance with Section 11.2.


 


11.4 Final
Statement. As soon as practicable after the dissolution of the Company, a final statement of its assets and liabilities shall be
prepared by the accountants for the Company


 


11.5 Costs
of Dissolution and Liquidation. For the avoidance of doubt, Synergy shall never be required to contribute financially or otherwise
to the costs associated with dissolution and/or liquidation of the Company.


 


Article
XII


 


GENERAL
PROVISIONS


12.1 Address
and Notices. The address of each Member for all purposes shall be the address set forth on the signature page or Joinder annexed
to this Agreement or such other address of which the Board has received written notice. Any notice, demand or request required or permitted
to be given or made hereunder shall be in writing and shall be deemed given or made when delivered in person or when sent to such Member
at such address by registered or certified mail, return receipt requested, or by electronic mail if sent during normal business hours
of the recipient, and on the next business day if sent after normal business hours of the recipient.


 


12.2 Titles
and Captions. All Article and Section titles and captions in this Agreement are for convenience only. They shall not be deemed part
of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions hereof.


 




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12.3 Expenses.
Except as otherwise expressly provided herein or in writing between the Members, all costs and expenses, including fees and disbursements
of counsel, financial advisors and accountants incurred in connection with the preparation and execution of this Agreement, or any amendment
or waiver hereof, and the transactions contemplated hereby shall be paid by the Member incurring such costs and expenses.


 


12.4 Further
Assurances. In connection with this Agreement and the transactions contemplated hereby, the Company and each Member hereby agrees,
at the request of the Company or any other Member, to execute and deliver such additional documents, instruments, conveyances and assurances
and to take such further actions as may be required to carry out the provisions hereof and give effect to the transactions contemplated
hereby.


 


12.5 Governing
Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Vermont without regards to any
choice or conflict of law provision or rule that would cause the application of laws of any jurisdiction other than those of the State
of Vermont.


 


12.6 Forum.
The Members hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out
of or in connection with, this Agreement or the transactions contemplated hereby, whether in contract, tort or otherwise, shall be brought
in the United States District Court for the District of Vermont or in the Superior Court of the State of Vermont so long as one of such
courts shall have subject-matter jurisdiction over such suit, action or proceeding, and that any case of action arising out of this Agreement
shall be deemed to have arisen from a transaction of business in the State of Vermont. Each of the parties hereby irrevocably consents
to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably
waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such
suit, action or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought
in an inconvenient form. Service of process, summons, notice or other document by registered mail to the address set forth in Section
13.6 shall be effective service of process for any suit, action or other proceeding brought in any such court.


 


12.7 Fees.
The prevailing party or parties in any action or other adjudicative proceeding arising out of or relating to this Agreement shall be
reimbursed by the party or parties who do not prevail for their reasonable attorneys, accountants and experts fees and related expenses
(including reasonable charges for in-house legal counsel and related personnel) and for the costs of such proceeding. In the event that
two or more parties are deemed liable for a specific amount payable or reimbursable under this Section 13.7, such parties shall be jointly
and severally liable therefor.


 


12.8 Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators,
successors, legal representatives and assigns.


 


12.9 Integration;
Entire Agreement. This Agreement and the transaction documents executed in connection with the purpose of the Company constitute
the entire understanding among the Members and supersede any prior understanding and/or written or oral agreements among them with respect
to the Company. No covenant, representation or condition not expressed in this Agreement shall affect or be deemed to interpret, change
or restrict the express provisions hereof.


 




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12.10 Amendment.
No provision of this Agreement may be amended or modified except by an instrument in writing executed by the Company and all the Members.
Notwithstanding the foregoing, the Board may amend the Agreement to clarify any clerical inaccuracy or manifest error, or amend Schedule
A following any name or address change, new issuance, or Transfer of Interests or any Capital Contribution or return thereof, in each
case in accordance with this Agreement, may be made by the Board without the consent of or execution by the Members. The Board shall
send prompt notifications of all amendments of this Agreement to the Members.


 


12.11 Waiver
of Jury Trial. Each Member hereby acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve
complicated and difficult issues and, therefore, each such Member irrevocably and unconditionally waives any right it may have to a trial
by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.


 


12.12 No
Third Party Beneficiaries. Without limiting any of the provisions of this Agreement, including any obligations of Members to make
Capital Contributions or to return money or other property to the Company, the provisions of this Agreement are intended solely to benefit
the Company and the Members and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit
upon any creditor of the Company (and no such creditor shall be a third party beneficiary of this Agreement), and the Members shall have
no duty or obligation to any creditor of the Company to make any contributions or return any money or other property to the Company.
None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.


 


12.13 Severability.
If any provision of this Agreement, or the application of such provision to any person, entity or circumstance, shall be held invalid
by a court of competent jurisdiction, the remainder of this Agreement, or the application of such provision to persons or circumstances
other than those to which it is held invalid by such court, shall not be affected thereby.


 


12.14 No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied against any party.


 


12.15 Confidentiality.
The Board and the Members agree that they will keep, and will cause their respective members, managers, officers, directors, principals,
employees, affiliates, agents, attorneys, accountants, advisors and representatives (“Representatives”) to keep, in
strictest confidence, all of the confidential information regarding each other, the Company, the Managers, and the strategies and investments
of the Company (collectively the “Confidential Information”) received by them prior to and after the execution of
this Agreement. Furthermore, the Members agree that they will only disclose the Confidential Information to those of their Representatives
who have a specific need to know such Confidential Information for the purpose of analyzing and effectuating the transactions contemplated
herein. Notwithstanding the foregoing, a Manager or a Member or any of its Representatives may disclose the Confidential Information
to the extent they are requested or become legally compelled (by oral questions, interrogatories, requests for information or documents,
subpoena, civil investigative demand or similar process, or applicable law, regulations or orders) or to the extent the Confidential
Information is already in the public domain, other than as a result of a disclosure by such Manager or Member or any of their respective
Representatives.


 


12.16 Waiver
by Member. Any Member by notice to the Board may, but shall be under no obligation to, waive any of its rights or any conditions
to its obligations hereunder, or any duty, obligation or covenant of any other Member or the Board. No such waiver shall affect or alter
the remainder of this Agreement, but each and every covenant, agreement, term and condition hereof shall continue in full force and effect
with respect to any other existing or subsequent breach.


 


12.17 Equitable
Remedies. Each party hereto acknowledges that a breach or threatened breach by such party of any of its obligations under this Agreement
would give rise to irreparable harm to the other parties, for which monetary damages would not be an adequate remedy, and hereby agrees
that in the event of a breach or a threatened breach by such party of any such obligations, each of the other parties hereto shall, in
addition to any and all other rights and remedies that may be available to them in respect of such breach, be entitled to equitable relief,
including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court
of competent jurisdiction (without any requirement to post bond).


 


12.18 Counterparts;
Facsimile Signatures Valid. This Agreement may be executed in counterparts, all of which taken together shall constitute one agreement
binding on all parties, notwithstanding that all the parties are not signatories to the original or the same counterpart. Each party
shall become bound by the Agreement immediately upon affixing his or its signature hereto, independently of the signature of any other
party. A facsimile signature or other electronic signature shall be considered due execution and shall be binding upon the signatory
thereto with the same force and effect as if the signature were an original and not a facsimile signature.


 


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Signature
Pages Follow


 




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SIGNATURE
PAGE


 


IN
WITNESS WHEREOF, the undersigned hereto makes and executes this Operating Agreement of Vermont Renewable Gas, LLC on the 14th
day of December 2022.


 


	VERMONT
    RENEWABLE GAS, LLC	 
	 	 
	CLASS
    A MEMBERS	 
	 	 
	CETY
    CAPITAL, LLC	 
	 	 	 
	By:
    	 	 
	Name:	Kambiz
Mahdi	 
	Title:
    	Chief
    Executive Officer	 


 


Address:
2990 Redhill Avenue Costa Mesa, California 92626 USA


 


	SYNERGY
    BIOPRODUCTS CORPORATION	 
	 	 	 
	By:
    	 	 
	Name:
    	Evan
    B. Dell’Olio	 
	Title:
    	President	 


 


Address:
145 Pine Haven Shores Road #1000A Shelburne, VT 05482 USA


 




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SCHEDULE
A


 


	Member	 	Percentage

    Class
    A

    Interest
	 	Percentage

    Class
    B

    Interest
	 	Percentage

    Class
    C

    Interest
	 	Percentage

    Class
    D

    Interest

    



 


	CETY
    Capital LLC	49%
	 	 
	SYNERGY
    BIOPRODUCTS CORPORATION	51%


 


Member
Capital Contribution


 


	Name	Contribution
	 	 
	CETY
    Capital LLC	$49
	 	 
	Synergy
    Bioproducts Corporation 	$51


 




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