d in the reasonable discretion of the Managing Member to reflect the percentage of future allocations of Profit Share that were transferred in such Liquidity Event and all proceeds from such Liquidity Event shall be payable to the Managing Member except to the extent provided in Section 14 hereof and except to

ember in connection with such Liquidity Event) and entering into such non- compete, employment and other agreements requested in connection with such Liquidity Event. Failure to enter into such agreements by a Non-Managing Member shall result in the forfeiture of such Non-Managing Member's vested rights to all E