erest. Assignee desires to accept such assignment. to assume all of KeftedmIs' duties end obligations under the Operating Agreement with respect to the Assigned Interest, and to be admitted as a substitute Member of the Company with respect to the Assigned Interest. F. Kellerhals is the only Member of the Company,

ccept such assignment, to release Zwirn from any obligations under the Partnership Agreement and under the Supplementary Agreements with respect to the Assigned Interest, and Zwirn and the Partnership intend that Zwirn will withdraw as a limited partner of the Partnership upon the assignment of the Assigned Interest.

with respect to the Assigned Interest, and Zwirn and the Company intend that Zwirn will withdraw as a member of the Company upon the assignment of the Assigned Interest. E. This Agreement is the "LLC Assignment" referred to in the Redemption Agreement. NOW, THEREFORE, in consideration of the foregoing recitals an

s to accept such assignment, to assume all of Zwim's obligations under the Company Agreement and under the Supplementary Agreements with respect to the Assigned Interest, and to be admitted as a substitute member of the Company with respect to the Assigned Interest. F. This Agreement is the "LLC Assignment" referre

Interest. E. The Assignee desires to accept such assignment, to assume all of FTC's duties and obligations under the LLC Agreement with respect to the Assigned Interest, and to be admitted as a substitute Member of the Company with respect to the Assigned Interest. F. This Agreement is the "AP Tech Assignment" ref

. The Assignee desires to accept such assignment, to assume all of Kellerhals' duties and obligations under the Operating Agreement with respect to the Assigned Interest, and to be admitted as a substitute Member of the Company with respect to the Assigned Interest. F. Kellerhals is the only Member of the Company,