4.1. JFC SR 01-30-2018 - Laserfiche WebLink

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Membership Interests of the Members in the Company who do not dissent from the plan of merger shall be converted on a pro rata basis into membership interests,in the Successor,having substantially identical terms. If the plan of merger is approved, each Member who does not dissent from the plan of merger agrees to execute any documents required to effect the merger and crate the membership interests in the Successor including,without limitation, a member control, agreement among the members of the Successor having terins substantially identical to the terms of this Agreement. When approved by the Members of the Company (including menibers voting pursuant to Section 3221 .306, Subd. 3, clause(2) of the Act), such merger shall be properly effected in accordance with law, ARTJCLE VII TRANSFERS OF INTERESTS 7.1 Transfers. A member may assign the Member's fall Meinberslx p Interest only by assigning all of the Member's Governance Rights coupled with a simultaneous assignment to the same assignee of all of the Member's Financial Rights. A Member's Governance Rights may be assigned,without the consent of any other Member, in,whole or in part,to another person already a Member at the time of the assignment, Any other assignment of any Governance Rights shall be effective only if(i) all the Members, other than the member seeking to make the assignment, approve the assignment by unanimous written consent,which consent may be given or withheld, conditioned or delayed as the remaining Members,maydetermine in their sole discretion, and (ii)the assignee executes this Agreement as amended to reflect such assignee's, interest in the Company and any other instrurrient or instruments that the Board may deem necessary or desirable to effect such.assignment. A Member's Financial Rights may be transferred, in whole or in part,without the consent of the Board or any other Member. 7.2 Nontransferabi lily of Interests. No party nor their heirs, executors, administrators, and assigns shall sell, assign, create a security interest in, pledge, or otherwise transfer or encumber the Interests issued or to be issued hereunder(except to their families which shall consist of spouse, issue, siblings and parents)without the prior written consent of all other Members, except that a Member shall have the right to sell his or her interests without such consent upon compliance with the Articles of Organization, Operating Agreement or other governing documents and the following terms and conditions, (a) Whoever shall desire to sell his or her Interests must cause the purchaser to make the same offer to purchase all the Interests of the Members on the same terms and conditions as made to the selling Member. The selling Member shall present the written offer made to him, and shall also produce evidence reasonably satisfactory to demonstrate that the potential purchaser is,financially able to complete the purchase. The.other Members shall have thirty days to accept or reject the offer, (b) If the other Members reject the offer,whoever shall desire to sell his or her Interests shall first offer the offer thereof, first to the LLC and second to the other Members on a pro rata basis upon the same terms,and conditions as made to the selling Member. Such offer shall be communicated by the one offering to sell his or her Interest to all other parties and the LLC by written notice. If either the LLC or the other Members do not wish to purchase the pro rata share,, the LLC or other Members may purchase all or any part of the Interests being sold. 7