in Re: John Calce

Opinion

ACCEPTED

05-18-00647-CV

05-18-00647-CV FIFTH COURT OF APPEALS DALLAS, TEXAS 6/4/2018 2:29 PM

Part 2 of 5 LISA MATZ CLERK

No. 05-18-00647-CV In the Court of Appeals

FILED IN

Fifth District of Texas at Dallas 5th COURT OF APPEALS DALLAS, TEXAS

6/4/2018 2:29:41 PM

LISA MATZ

Clerk

In re JOHN CALCE

Relator

RECORD FOR PETITION FOR WRIT OF MANDAMUS

Relator John Calce submits this record of trial court proceedings

in support of his petition for writ of mandamus.

Index of Documents

# Date Description Record Pages

1 6/26/16 Plaintiff’s Original Petition 001-023 2 7/31/17 John Calce’s Original Counterclaim Against 024-172 Centurion Logistics LLC and Centurion Pecos Terminal LLC

3 11/22/17 John Calce’s First Amended Counterclaim 173-321 Against Centurion Logistics LLC and Centurion Pecos Terminal LLC 4 11/22/17 John Calce’s Amended Motion for Partial 322-393 Summary Judgment Regarding Counterclaim Against Centurion Logistics LLC

10000280.1/SP/38371/0105/060118 5 11/27/17 John Calce’s Supplemental Evidence in 394-405 Support of Calce’s Amended Motion for Partial Summary Judgment Regarding Counterclaim Against Centurion Logistics LLC

6 12/8/17 Plaintiff’s Response to John Calce’s Amended 406-858 Motion for Partial Summary Judgment Regarding Counterclaim Against Centurion Logistics LLC

7 12/12/17 John Calce’s Reply Brief in Support of 859-865 Amended Motion for Partial Summary Judgment Regarding Counterclaim Against Centurion Logistics LLC

8 12/15/17 Notice of Trial Setting 866 9 5/2/18 Plaintiffs’ Second Amended Petition 867-903 10 5/21/18 Order Denying John Calce’s Amended 904-905 Motion for Partial Summary Judgment Regarding Counterclaim Againt Centurion Logistics LLC

10000280.1/SP/38371/0105/060118

Declaration of Chase J. Potter

STATE OF TEXAS § COUNTY OF DALLAS §

My name is Chase J. Potter. My date of birth is May 12, 1986. My address is 901 Main Street, Suite 6000, Dallas, Texas 75202. I hereby declare under penalty of perjury as follows:

1. I am over eighteen years of age and am fully competent to make this declaration. I am an attorney licensed by the Supreme Court of Texas and am counsel for Relator John Calce in this case.

2. The factual statements contained within this instrument are within my personal knowledge and are true and correct.

3. The copies of pleadings, motions, and other documents included in this Record for Petition for Writ of Mandamus are true and correct copies of these documents as filed in the trial court.

Executed in Dallas County, Texas, on June 4, 2018.

/s/ Chase J. Potter Chase J. Potter, Declarant

10000280.1/SP/38371/0105/060118 12.3. Optional Reclemplion of Membership lnlcrest. Subject lo Section 4.4 (relming k> limitntions 011 distributions). l he Managers, or, ii' there is no Manager. a Requisite Percentag~, in~1) cause the Compuny to redeem the Membership Interest of an Assignee by pay ing the Assignee the Fair Vnluc of its Membership lnten.:st ns of the redemption date or the actual value or the Members Capital Account. Interest will ac:true al the Index Rate ~rn the amount o\\·cd under this Section 12.3 frnm the 30111 day after the redemption dale to the date the payment is made. The rcdcrn rit ion date shall be tlxed b) the Managers in accordance with the principles of Section IOA. Except a:; otherwise required by the l.R.C.. amounts paid in redemption of an Assignee's Membershi p Interest shall be treated as made in exchange for the interest or lite Assignee in Company property pursuant lo 1.R.C. Section 7J6(b)(I ). including the interest or such Assignee in Company goodwi ll.

12.4. Status or Fonner Member. A tvlember who withdraws or has been removed rrom the Company or otherwise ceases to be a Member has the status of an As ignec with respect to any Membership Interest held by such former 1cmber. Except as provided in Section 12.J (relating to optional redemption of a Membcr·s Membership Interest) or Article XIII (relating to winding up and term ination). such former Memher is not entitled to recl.'ive any payments under Sect ion 101.205 ol'thc Ccide.

ARTICLE XIII

WINDING lJP ANU T E RMIN ATION

13.1. Events Requiring Winding Up. The Company shall commence winding up procedures in accordnnce with this Agreement and the Code upon the l'irsl to occur of any or thl' lhlltm ing events:

(a) a Requisite Percentage vote to wind up and terminate the Company:

(b) a dl.'crce by a court requir ing the windi ng up of the Compnny;

(c) the 1ermi11ation of membership nl'thc last remaining Member: or

(d} the re ·ignation or removal ot' all 1 lanagers if the 1 kmbers lbil to elect a replacement Manager as provided in Section 5. 7(1).

13.2. Windim!. Up Prm:edures.

(a) On the occurrence of an event rl:quiring winding up of the Company, nnless there is an action to continue the Company without wind ing up in accordance with Secti on 13.3. the Managers (or othcu Liqnidator as pro,,idcd bckrn) shal I. as soon as reasonabl y practicable. wind up the Company's business and affairs (including disposing of the Company's assets and npplying the proceeds as pro\'ided in Section 13.-t ) and tenui nate the Company in accorclan~t: \\ith this Agreement ond the Code. The Company shall cease to ctm) on its business (except to the extent neccssur) to "ind up its business). collect and sell ib property lo the extent the

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property is not to be translCrr~d or distributed in kind. and µc rfomi any other act required to'' incl up its busit1ess and affai rs.

(b) If the Mu11Hgers have wrongfully caused the windi ng up or the Company or if there is 110 Manager, (i) a Requ isi te Percentage may vote to elect a person or persons to accomplish the w inding up or the Company. or (ii) if the Members foi l to \!led a person to accomplish winding up the Company. then an) Member or Assignee may petition a court tL> wind up the Compan) as provided in Section I 1.054 of the Code. The pcl'son or persons winJing up !he Cu111pa11). \\hcthtr Lht: Mam1gers ur an dcctt'd ur 1.:uun appointed persun ut persons. is referred lo in thi s Agreement us the .. Liquidator.'·

(c) The Liquidator may determine the time. manner. and terms of any sn le or sales ol'

Company properly pursuant to such winding up. The Liquidator (if not the M u1mgers) is entitled to receive rensonablc compcnsmion for its ser\'ices: may exercise all or the powers conforrl;!d upon. the Managers under this Agreement Lo the extent nccessar) or desirable in the good faith judgment ol' the Liqu idator to perform its duties: and with respect to ae ts 1nkc11 or omitted w hile acting in such capacity on behalf or the Company, is entitled to the limi tatio11 o l' liability a11d indem11i [it.:ation rights set lorth in Article VI.

(d} The Liquidator shall pro\•ide quarterly report · to the Members and Assignees during the \\inding up procedure showing the assets and liabilities of the Company. providing information and docu1m:11ts requ ired by the Members and 1\ssignces lo comply with thei r lax reporting obligations. and such other inCornrntion as the Liquidmor deems appropriate. W ith in u reasonable ti me after completing the windi ng 11p. the Liquidator shall give cuch Member and Assignee a linal statement setting forth the assets. liabi lities. and reserves or the Company ns or the date orcompletion of winding up.

IJJ, Cominuation Without Wi11ding Up.

(n) If there is a decision lo wind up and lerminak the Company ns described i11 Section 13.J Ca). the Compan) may be continued as provided in cction I 01.552 of the Code.

( b} ff there is a ccrmination o f the continued membership of the last remaining Member as described in Section lJ. I(c). then prior to completion of the wincling up process but not later than 90 days alter the event of termina tion. the Manngers may continue the Company by admi lling one or more M!.!mbers cftective as () I' the occurrence or the event or termination. 1\ny Assignee whose Percentage lnterest \\'OUld be diminished by reason or the admission or n11 Addi tional Member under the circumstances described in this ection 13.J(b) must apprO\c the admission of the Addit ional Member.

13.4. Liquidation ol' Assets and Application and Distribution of PrOL'.t.:i.:ds.

(uJ 111 General. On winding up the Cornpan) . the Liquidator shnll tlisposc ot' Lhe Company·s properties and apply and tlis1ributt: the proceeds. or trans(er the C'o111pft11) prope11ics. in the following order orp1fori t~ :

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(i) to credi tors (i ncluding Members who are creditors) in accordance with their relati' c rights and priorities to satisfy the liabilities or the Company. including expenses associated with the " inding up and termination or the Compan}. but excluding any Company liability for nny unpaid Mandat01) Distributions:

(i i) to Members. Assignees. nnd ronner Members to sntist'y the Company's liability for any unpaid tamlatory Distributions: and

(iii) ro tvlcmbers and Assignees as provided in Sc1.:tion -l.2.

(b) No Member Deficit Resto1·atio11 Obli gation. No Member is liable to the Company. to another Mcmbe1·. or lo n third party. ror the repayment or any ueficit II\ the Member· s Capital /\ccounl. C:'(cept as provided in Section 10 1.206 or the Code.

(c) Rcserves. 111 the discretion or the Liquidator. a pro rata portion of the distributions LJiat wou ld otherwise be made pursuant lo Section 13 A(a)( ii ) and J.ilil may be withheld 10 provide a reasonable reserve for Company liabilities (contingent or othen;o,•1se) and future expenses. including N reasonable reserve for any clai ms Lbr indemnification under Art icle Yl and for any future expenses associated with any tax aud it or othc1· Proceeding that is pe11di11g OI' may arise.

(tl) Pa\ ments anti Distributions to Members in Kind. f hc Liquidator ma~ not make any payments or distributions to Members or Assignees pursuant to Section 13.-i{a)( ii) or (ifil other than in easiJ unless all Members and Assignees receivi ng the property approve the transfrr in kind. The Liquidator shall determine the Fair Market Value or any property transferred lo Members or Assignees in kind according to the val uation procedures set fort h in Article XIV.

(e) Churacter of Liguidating Distributions. Except ns otherwise ri;:quired by the l.R.C.. amounts pnid to Members pursuant to this Section 13.4 shall be !rented as made in exchange for the interest of' the Member in Company proper!) pllrSllant to l.R.C. Section 7J6(b)( l ). includ ing the interest of such Member in Company goo<h.,,ill.

13.5. Certili cate of'Tenni nation. 'I he Liquidntor shall lilc a Certificate of Terminati on or n Domestic Ent it) on the completion of the wind ing up of t11e Company.

13.6. Reinstatement. Ir the Comp<lll}' is terminated. it 11Ht) be reinstated in the mannt:r provided in the Code.

ARTICLE XIV

VALUATION

14. l . Fair Vallie of Company Property. The 17uir Yalui;: or property contributed to the Company by a Member as pan of such Member's Initial Capital Contributio11 is the amount or such Member's Init ial Capital Contribution. as set l'orth on Exhibit 1\. minus the amount or an~ cash contributl.'d to the Compan) as part of such tvlc 111 b~r's Initial Cnpiml Contribution. In all

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otht:r ~ases. the Fnir Va lue or an asset as of any date is its fair 111arkel value us determined by the Managers in good fo ilh using any reasonable va luation rnethod. Ir any afl'ectcd Member does not agree with the valuation set by the Managers. the Fa ir Va lue shnll be determined using procedures similar lo those set lbrth in Section 14.2. an<l the cost or any such detennination shall be borne entirely by the atTccted Member unless the Managers or a majority in interest of all ivfembers other than the arfected Member approves an allernati\'c allocation of such costs.

14.1. Fair Value or Membership lnteres1.

la) r or purposes of any redemption or a Membership 1nterest pursuant to Section 12.3. the Fair Va lue ol' t.he Membership Interest is its fair market va lue ns determined by the Managers (or. ir there arc no Managers, by the Liquidator) in good lhith based on the ni:t proc1.:ecls that wou ld be received with respect to the Membersh ip Interest in a winding up of the Company. laking into account all expenses associated with such winding up and any damages 0 1· other amounts recoverable by the Company from the Assignee or with respect to the Assignee· s Membership Interest. In connection with the payment in redemption of the Membership Interest. the Managers or Liquidator shall provide a 11otic1.: !o tht: Assignee etting forlh the r air Value or the Membership Interest, including info rmation releva nt to the determi nm ion or such Fair Value.

(bl If the Assignee does not agree with the Fair Value of the Membership Interest as determined by the Managers or Liquidator. the Member may submit to the Company a notice of objection ,,-ithin 30 days of the Member's receipt of the valuation notice. Within 15 days loll0\\ ing receipt of the Assignee 's notice of objection. the Company shnll appoint a qualifird 1

nppra iscr, and inform the Assignee of the na mt.: and business add ress of the appraiser. The appraiser shall drtcrmine the fa ir Value or the Mi..:mbcrship Interest in accordance with the principles of Section I 4.2(a). The appraiser shall give the Assignee and the Managers an oppo rtunity to meet with him prior to complet ing his a pprai sal Except as provided in Section 14.2(c ), the a11praisc1.. s determination or the Fnir Vulut: of the asset(s) in dispute sha.ll be made within 30 days or his appoi ntment (or such longer period as is reasonably rcquirt)d to complete the appraisa l), and is linal an<l binding on all com:crnccl. absent mani rest error.

(c) If the Assignee does not approve the appraiser selected by the Company. within 15 days fo llowing notilication of such selection pursuant to Section l-L2(b) the Assignee may appoint a quali lied appraiser of the Assignee ·s choice. and in fo rm the Company i11 writing of the name and business address of the appraiser. In such event, the appraisers appointed by the Company and lhe Assignee shall appoint a third qualilicd appraiser. Each ol'thc three appraisers shall determine the Fnir Value of the Membershi p Interest i11 accordance wilh the principles or Section I4.2(a). Thi:? average of the two valuations that are cl osest to each ot her shall be determined to be the Fai r Va lue of the Me mbership Interest and suclt determination shall be linal and binding on all concerned. absent mani fest ~rror.

(d) The cost of each appraisal shall be shared i:quall) b~ the Compan} and the Assignee.

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(e ) l'he Company shall pay the Assignee any excess of ti) the recomputed Fai r Value of th~ Memb1.:rship Interest over (ii ) the sum of any arnount previously paid to the Assignee ln redemption of his Membershi p Interest plus an) 1.:os1s charged to the Assignee os provided in paragraph (d). The Assignee shall pay the Company any excess of (i) the sum or any amount pn:-viously pnid to the Assignee in redemption of his Membership Interest plus any costs chnrged to the Assignee as provided in pnragraph td). over (ii) the recomputed Fair Value or the Membershi p Interest.

(f) Interest shall be paid at the Index Rate on any amount dctennined under Section 111

14.2(c) fo r the period from the 30 day nl'ter the 1·cdcmption dnte to the dnt1.: lhe amount is pa id,

ARTICLE XV

GF. NE RAL PROVlSlO NS

15. I. Amendments.

(a) In General. Subject to the l'olk1wing exceptions and li mitations set f'o 11h in Section 15. l(b). this Agreement ma) be amended onl> \\ ith the approval of a Rcquisitecl Percentage.

(b) Exceptions and Limitations. The Managers may <1mend Exhi bit A from ti me to time to retlect the admission and withdrawa l or Members, and challges lO nny Member's Percentage Interest. in accorda nce with this .1\ gn.:ement. The Managers may use the power ur a llorney granted in St:ction 15. 12 to make mm-~ubstmHi ve amendments that do not adversely impact the rights or obli gations or any Manager or Member. No amenclrncnt of the Agreement may adversely affect any Mt:mber" s rights or obl igations under this Agreement (determi ned without taking into m:count the light or other Members lO am~ml the 1\grecment) without the adversely affected Member's approval. No amendment o r Article VI (relating to li ability and indemni fication) mny adversely affect !he rights or obligations or any Indemnified Person \Vithnut the Indemni tied Person's apprOvl't l. No amendment of I his Agreement may change the requirements under this Agreement f'or approving any action without the approval or the Members holding an aggregate Percentage Interest requi red to approve the action.

15.2. Notice. Any notice, report, or other communication req uired or permitted to be made lo nny person by this Agreement shall be in writing nnd is deemed given when (al deli vered to the person by hand. (b) the third business day after delivery to the United States Posltll Service (or other designated deli\·ery sen ice as defined in l.R.C. Se<.:tion 7502( f)). postage prepaid. in an envelope properly adJresscd lo 1he person at the person·s address set forth in the Company's records as of the date ol' deli\·ery. or (c) successfu lly transmitted b} facsimile or elei.: cronic message lo the Cacsimi le phone number or e-mail address (as appl icable ) set forth in the Company's records as or the date or transmission. Any commun ication lo tht! Manu~.:rs or the Company may be clclh·ercd to the Company·s registered office designated pursuant to Section 2.3.

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15.3. GO\·ernin~ Lu\\': Consent to Jurisdiction. This Agreement i:; go,·crne<l b} miu shall be construed under the laws of the late ol'Texas without regard lo lcgnl requirements Lhal would require the application or the law of any other jurisdi.ction. Any Proceeding arising out of or relating to this Agrccnwnt or the Compnny' ~ activities or properties mny he brought in the slate courts of' the County where the Company's principA I o nice is localed. or. if it lws or can acquire jurisdiction. in the United States District Court for the District in '' hich the Company's priHcipal offi.ce is located. Each Member and Assignee irrevocably submits to the exclusive jurisdiction or each such court in a ny such Proceeding, ''aivcs any objection it may now or herea fter have to venue m to convenience (1f fonun, agrees that all claims in respect or the Proceeding shall be heard and determ ined on ly in any such court and agrees not to bring any such Proceeding in any other court. The Company or any Member or Assignee may tile a copy of this Agrcemertt ,,,ith any court as \Hillen eviden<.:e of the agreement between the parties irrevocably to wai\'e any objections to ,·cnuc or to convenience of foru m. Process in a n~ Proceeding referred to in the second sentence of this section may be served on any party anywhere in the world.

15.4. Waiver. Any l'a ilure by a rmrty Lo insist upon the stricl performance of any covenant or condilion of' this Agreement. or to e:-.ercise any right or remed~ upon a breach or any such covenant or condition. docs not consti tute waiver or any such covenant or condition or any breach thereof.

15.5. Entire Agreement. This Agreement supersedes al l prior agreements, wheth\!r wri tten or ornl. between th~ parties with n:spcct lo its subject matter and constitutes a compl ete and exclusive statement of the ngreemenl between the parties with respect lo its subject matter.

15.6. Successors and Assigns. No Member or t\ssigm:c may assign any of its rights or delegate any or its obligations under this Agreement cxcept as expn.:ssly permit1ed in this Agreement.

15.7. Third-Parties. Other than as prov ided in Section 5.4 (relating to reliance on authority of the Managers). Section 3.6 (relating to Member Notes), Section 11.2( b) {relating to the Cotham/Merritt otc Equity Kicker), and Article VJ (relating 10 rights of Indemnified Persons). none of the provisions of this Agreement are for the benefit or or cnfori.:eable by any creditors of the Compan) nr other persons not a party to this Agreement, except such benefits as inure to a successor or p1.:rmillcd assign in m:cordance with Section 15.6.

15.8. Sevcrabilitv. Ir any pro\'ision of this Agreement is held ill\ alid or uncnfon.:eablc by any court of competent jurisdiction. the other provisions of this Agreement \\i ll remain in full force and cffoct. Any pro vi ·ion of this Agreement held invalid or unenforccnbk on ly in part or degree wi ll remain in rul l fo re'-'! and effect to the extent not hd d invalid or uncnl'nrceable.

15.9. Constrnction. l'he lang,unge in this Agreement is lo be construed nccording to its fair meaning. anJ is 1101 to be strictly construed for or against any parly. Nothing in this Agreement is to be constru1.:d as authorizing or requiring any action lhal is prohibited b) th<.:

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Cock 01· other <1pplicable law. or as prohibiting any act ion that is requi red b) the Code or othc1· appl icable !irn..

15. 10. Execution of greemenl. This Agreement may be executed in counterparts. each ol' \\hich will be deemed to be an originnl copy of this Agreement. and all or which together coustitute one ngreement. Any signature to thi s /\greemcnl e\' idenccd by a facsimile transmission or such signature shall b~ bind ing on the parties to the same extent as ir such signature \\·ere nn miginal.

I5.1 I. Further Assumnces. The parties shall execute and dd h er all documents. prm iue al l information, and take or refrain from Laki ng action as may be necessary or approprintc to achieve tht: purposes of this Agreement.

15. 12. Power of /\ttornev.

(a ) l:ach Member appoints the Managers and the Liguidatm several ly with lull power or substitution. as lhe true and lawful allorncy-in-fact fo r such Member. and in the name. place. and stead of such Member. le> execute. certi I)'. acknowledge. swear to. lile. publish. and record:

(i ) any certificate or other document that may be required to be filed by the Comptll1) or the Members in order to qualify the Compflny to do business in any jurisdiction. except that no such Ii ling shall include a consent by any Member to service or process in any jurisdiction withom the Member's approval;

(ii) any amendment to the Certi!icutc or Fornmtion. to this Agreement, or lo an) other· agreement or document as required or permitted by this Agreement:

(iii) any ccrti licate of tennination and other documents that ma) be required w cffcctutttc the termination of the Company pursuant Lo the provisions () f this Agrec)llent: and

(i\') any document required of the Company to cnrry out the nc1ions 1ho1 the Managers are authorized Lo take under this Agreement.

(b} rhe foregoi ng appointment or the Managers and Liqu idator as a Membet's al1orney-in-foc1 does not granl such attorney-in-fact any po,vcr or authori t) lo approve. consent.

or

or agree to the substantive terms of any agreement or other document on behalr such Member.

(cl flw power orattorney grankd pursuant to this Section 15.12 (i) is a spec ial power or attorne) coupled with an interest and is irrevucnblc. and (ii l sun i\'es the withdrawal or remorn l o f a Member or the assignment or its Membership lnterc. t.

!T his Page Inten tion ally Left Blank. Signatu re Page l'ollows. I

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Ext.:cuted as or the Effec tiv~ Date set fo rth above, b) and among the persons sig11i11g belo\\.

MEtvH3ER ':

Marc Marrocco, an individual

Antonio Albanese. an individual

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EXHIBlT A

Effecfive as of September 18, 2013

Number of

MEMBF.H. NAME AND ADDRESS Initial Capital Contribution Units

TXC Energy LLC 560 l J>rcakness Ln 300 $300.00 Plam), Texas 75093

Marc Manocco 3602 Binkley Ave 300 $300.00 Dallas. Texas 75205

Antonio Albanese 6605 Gentle Wind Ln 300 $300.00 Dallas. Texas 75248

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COMPANY AG REEMENT

OF

CENTURI ON LOGLSTICS LLC

EXHllllT B

SPOUSAL JOlNOER AN D CONSENT

I /\C KNO WLlmGE ( i ) 1'11/\T I HA VE REA D Tl IE f70 REGOING COM P/\NY AG REEM ENT OF CENTU RION LOG ISTICS L LC (THE ..AGREEM ENT' ), (ii) FULL Y UN DERSTAN D ITS CONTENTS, AN D (iii) I Hi\ VE BEEN GIVEN Tl II·: OPPORTUNITY TO AS K QUESTIONS AND TO SEEK /\ND 0 11TA IN TH I:: A DV ICE OF LEG AL COUNSEL CONCERNI NG M Y RI GHTS, AND T iii: LIMI TATI ONS ON T llOSE RJ GJ[TS. T HAT A RE C01 TAINED IN Tl IE AG REEMEN I . I agree to be bound by all of the len11S of the Agreement. including. '' ithout limi tation. the provisions of Section I0.8. I am a•,·are 1ha1. by tht' provisions of the greement. my spouse agrees to hold his or her Membership Interest (as such term is defined in the Agreement ) including any portion of such Membership Interest com prising my community property. subject to the spcci lie restrictions on the transfer o f such Membership Interests set fo rth in the Agreement. J agree that [ wi ll not make any transfer o l~ or otherwise deal with, such Membership Interest or my community properly interest therei n. if any, <luring my lifeliille except as expressly permitted by the Agreement. As prov ided in Section I0.8 or the Agreement. I agree that, in the event of my death , any Membership Interest that constitutes my commun ity property should (XIS to m~ spouse. and l agree to wi ll and bcqut:ath my l!ntire community pt'Operty intere l . if any. in such Membership Interest LO my spouse.

S ig1w1u n~ : _ _ _ _ _ _ _ _ _ _ _ _ __

Primed Nnme: - - - - - - -- - - -- -

Dute: -- - -- - -- - - - - - - - -

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COl\:IPANY AGREf,MENT

OF

CENTURION LOGISTrCS LLC

APPENDIX A

PRINCIPLES OF ALLOCATION

f\_ I Introduction. This Appendix sets forth principles under which items of income, gain, loss. deduction and credit shall be allocated among the :vlembcrs. This Appendix also provides for the determination and maintenance or Capital Accounts. generally in accordance with Treasury Rcgulati()ns promulgated under !. R.C . Section 704(b), for purposes of determining such allocations. For ptrrposes or this Appendix, an Assignee shall be \i'eated in the same mam1~r as a Member.

A2 Definitions. Capita!\7.cd terms used in this Appendix have the meanings set forth bdo\v or in the Agreement.

·-Adjusted Capital Account Deficit" means any deficit balance in a Membe1-' s Capital Account as of the end of a taxable year. alter giving effec:l to the fol lowing adjustments:

(i) Credit to the Capital Account any amounts the Member is obligated to restore pursuant to the Agreement or is deemed to be obligated to restore pursuant to {a) Treasmy Regulations Section L704-1{b)(2)(i\)(c) (relating to obl-igations to pay partner promissory notes and other obligations to make contributions to the Company). or (b) the penultimate sentences of Treasury Regulations Sections L704-2(g)( I) (relating to partnership minimum gain) and I .704-2(i)(5) (relating to partner n<mrccourse debt minimum gain); and

(ii) Debit lo such Capital Account the items desi;:[ibed in Treasury Regtilat[ons Sections l.704-1 (b )(2)(ii }( d)( 4 ), J,704-1 (b )(2)(ii )(d)(S ). and 1.704-1 (b)(2)( ii)( d){6).

The foregoing definition is intended to comply with Treasury Regulations Section l. 704- 1(b)(2)(ii)(cl) and shall be interpreted consistently therewith.

"Capita! Account'" has the meaning set forth in Section J\.3.

··Depreciation" means, for each taxable year, an amount equal to the depreciation, anuwti7ation, or other cost recovery deduction allowable with respect w an asset for sttch ta.'<able year. except \hat if the Gross Asset Value of an asset di Hers rrom its adjusted basis for federal income tax purp<>ses at the beginning of such taxable year. Deprc<:iation is an amount \vhich bears the same ratio to such beginning Cross Asset Value as the federal income tax dcprecimion. amortization. or other cost tecovery deductio11 fot· such ta:-<ablc year bears to suth beginning adjmted tax basis. rr the adjusted basis for federal income tax purposes of an asset at the

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CALCE01515

beginni ng of such Laxable year is zero. Depreciation shall be uetermined with relerence to such begi nning Gross Asset Value u::;ing any reasonable method selected by the Managers.

··Gross Asset Value" means an asse t· s adj usted basis for federal i11come tax purposes.

except ns f'ollo1;vs:

(i) The initial Gross AssCl Value or an asset contributed by a Member to the C0mpany is the gross Fair VRlue of such asset. as dctennu1ed by the contribut ing Member and the Managers and as s1:t lorth 011 Exhi bit A.

(i i) The Gross Asset Va lues oi'Company assets shall be adj usted Lo equal Lhdr respecti ve gross Ft1ir Values (taking UtC. ~ 770 I (g) into account). as determined by the Managers. as of the following times: (A) the acquisition of an additional interest in Lhc C'otnpany by an> new or existing Meinber in cxclrnnge for more than a cle mi11i111is CapilHI Contribution: (13) the distribution by the Company to a Member of more than a de 111inimis amount of property as consideration for an interest in the Company; (C) the liquid01ion of the Company \Ni thin !he meaning o f Treasury Regulations Section 1. 704- l(b)(2)( ii )(g): a nd (D) in connection with the grant of an interest in the Company (other than a de minimis interest) as consideration for the provision of scr\'ices to or for the benefit of the Company by a Member acti ng in a mc.;mber capacity or in anticipation or being a Member. Atljustments pursuant to clauses (A), (B) and (C) above are requ ired only if the Managers determ ine thut such adj ustments arc necessary lo accurately re nccl the,; relative economic interests of the Members in the Company.

(iii) rhc Gross Asset Value of a Company asset distributed ton Member shall

*

be a{ijusled to equal the gross Fair Value (taking l.R.C. 770 l (g) into accmmt) of such ussct on the date of distribution as determined by the distributce and the Managers.

(iv) l'hc Gross Asset Values of Company assets shall be increased (tW decreased) to rellcct any adjustmen ts lo lhe adjusted basis of such nssels pmsuant lo l.R.C. Section 734(b) or l.R.C. 'cction 743(b). but only to the extent that such adjustments arc taken into account in determining Capital Accounts pursuant to Treasur) Regulations Section I. 704- l (b){~)(iv)(mJ. Gross Asset Values shall not be adjusted pursuant to thi s parngraph ( iv) to the ex tent that an adj ustment is requi red pursuant lo paragraph (ii).

Ir the Gross Asset Value of an asset has been determined or adjusted pursuant to subparngraphs {i). Cii) or (iv) of this defini tion. the asset's Gross Asset Value . hall thereafter he adj usted by the Depreciation taken into account wi th respect to such asset for purposes or computing Net Profit mid Net Loss.

"Ne t Pro liC and "Net Loss·· mean. for each taxable year or other re levant period, ,111 amount equal lo the Compan) ·s taxable income or loss for such taxable year or other relevmlt period. determined in accor<lancc with l.R.C. Section 703(a) (for this pu rpos~. all items t1f

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inco1nc, gain, loss. or dedt1ction i-cq uired to be stated separately pursuant to r.R.C. Sccti011 703(a)( i) shall be included in taxable incolne or loss). with the following <1djttstments:

(i) Any income of the Company that is exempt from federal income ta:-;. and not otherwise taken into account in computing Net Profit or Net Loss shall be added to such taxable income or loss.

Any expenditures or the Company described in l.R.C. Section (ii)

705(a)(2)(B) or treated as l.R.C. Section 705(a}(2)(8) expenditures pursuant to Treasury Regulations Section 1.704-1 (b)(2 )(iv)(i ), and not othenvise taken into account in computing Net Profit or Net Loss. shall be subtracted from such taxable income or loss.

(iii) If the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) or (iii) or the Section f\.2 definition of Gross Asset Value. the amount of sm.:h adjustment shall be taken into at: count as gain or loss from disposition of the asset for purposes of computing Net Profit and Net I.oss.

(iv) Gain or loss resulting from any disposition of Company property with respect to which gain or loss is rccogni7.ed for federal income tax purpose~ shall bt: computed by rderencc tu the Gross Asset Value of the property disposed of (unreduced by any liabilities a11ributable thereto). notwithstanding that the adjusted tax basis of such property differs fro111 its Gross Asset ValLle.

(v ) Tn lieu ol' the deprecialio11, amortization. and other cosl recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation computed in accordance with the dcfit1ifion of Depreciation in Section A.2.

(vi) To the extent an adjustment lo the adjusted tax basis or any Company asset pursuant to I.R.C. Section 734(b) is required pursuant to Treasury Regulations Section 1.704-l (b)(2)(iv)(m){-IJ to be taken into account in determining Capital Accounts as a result of a distribution other than In liquidation ofa Member's Membership Interest. the amount of such adjustment shttll be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be- taken into accounl for purposes or computing l\iet Profit or Net Loss.

"'Nonrecoursc Deductions·• has the meaning set forth in Treasury Regulations Section l .70'1-2(b)( 1) and shall be determined according to the provisions of Treasury Regulations Set:ti'on 1.704-2(c).

··Nonrccoursc Liabilitv'" has the mcrming set forth in Treasury Regulations Section I .?04-

2(b)(3).

CO~ll'A'\\ AG Rf: DH'.'.\ T OF O ;\ n lllll\ LOG1.-;·rn .1' LLC PMa: A-3

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'"Partnet' l\onrecoursc Debt" has the mc:ming set forth in Treasury Regulations Section 1.704-2( b )(4 ).

--Partner Nonrccourse Debt Minimum Gain" has the rneanin~ set forth in Treast1ry Re£Ulations Section 1.704-2(i)(2) and shall be determined in accordance with Trensury Regulations Secti0n l .704-2(i)(3 ).

··Par111cr NoJ}rceourse Deductions·· has the meaning set forth in Treasury Regula.tions Sect ion l. 704-2(i)U) and shall be determined in accordance with Treasury Regulations Section l.704-2(i)(2).

··t>artncrship Minimum Gain" has the meaning set forth in Treasury Regulations Section 1. 704-2(b)(2) and shall be determined in accordance with Treasury Regulations Section I. 704- 2( d).

A.3 Capital Accounts. The Company shall ~letennine and maintain Capital Accounts.

··Capital Account" means an account of each Member deterrni ned and maintained throughoul the full term of the Company in accordance with the capital accounting rules of Treasury Regulations Section 1.704-1 (b)(2)(iv). Without limiting the generality of the l'oregoing, thL· following rules apply:

(a) The Capital Account of each ivlcmber shall be credited with ( i) an amount cqtial to such Member's Capital Contributions and the Fair Value of property contributed (if permitted hereunder) to the Coll1pany by such Member, (ii) such Member"s share of the Company'~ Net Profit. and (iii) the amount of any Comp<my liabilities assumed by such Member or that arc secllred by property cll:·;tributcd to such !vkmber,

(b) The Capital Account of each Member shall be debited by (i) the amount of cash und the Fair Value of property distributed to such Member, (ii) such Member's share of the Company's Net Loss. and (iii) the amount of any liabilities of such Member assumed by the Company or that are secured by any property contributed by such Member to the Company.

(c) Upon the transfer by a Member of all or part of an interest in the Co111pany a!ier the Effective Date, the Capit<il Account of the transferor that is anributable to \he transterred interest carries over to the transferee and the Capital Accounts of the Members shall be adjusted to the extent providi.:d in Treasury Regulations Section 1.704-l (b)(2)(iv)(m).

(d) ln determining the amount of any liability for purposes of Sections 1\.3. l (a) and A.3. l(b). l.ltC Section 752(c) <tnd any othe~ applicable provisions of the !.R.C. ;:iml the Treasury Regulations shall be taken into account

(e) Except as othcrwisl! required by Treasury Regulations Section 1.704-l(b)(2)(iv), adjustment tl) Capital Accounts in respect of Company income, gain. loss. deduction, and l.R.C. Section 705(a)('2)(B) expenditures (or items thereof) shall he ni.:1de with reference lO the federal tax t~eatment of such items (and, in the cuse of book items, \Vith 1·efcn.:nce to the federal tax

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trca11ncnt of the correspond ing tax items) al the Company level. " ithout regard to any manda tor~ or ~kc t iw tax treatment of such items at the Member level.

The IXO\ isions of this Appendix and or the /\greemcnt relating to the maintenance ( f)

or Capital Accounts an~ intended to comply with Treaslll'y Regu lations Section l.704-l (b)(2)(iv). rind shall be interpreted and applied in a manner con~ i ste nt \\ith such freasury Regulations. If the Managers dctennine that it is prudent to modify the manner i11 which the Capi tal Accounts. or nny dl!bits or cred its thereto (i nclud ing debi ts or cred its rclnti11g to liabi lities that are secured by contributions or distributed property or that arc assumed by the Company or a ny Member). are t.:ornputcd in order to comply with such Treasury Rl!gulations. the Managers may make such modifaation if it fs not likely to have a material effect on the amounts distributed or to be distributed to any Member pursuanL to the Agreement. T he Managers shu ll make any a<lj ustmcnts that nre necessary or appropriate (i) to maintain eq uality between the Capitill Accoun ts of the Members ant.l the amount or Company capital renected on the Company's balahl'.e sheet. us computed for book purposes, in a1.:cordt1111:c with f"reasury Regulations Section I. 704- l(b)(2)liv)( g). and (ii) if unanticipatt>d evl'!nts ( lor example. the acquisition by the Compnny or oil or gas properties) might othern ise cause this Agreement not to comply '' ith rrt'asury Regulations Section L. 704- 1(b).

(g) n1e pro\•isions or the propo.sed Tn.:asury Regulations published Oil Januat) 22.

2003 (68 F0tl. Reg. 2930), as they may subsequent I) be mo<li lied or adopted as temporary or final Treasury Regulations. shall apply \\ith respect to a11y 1m11<.:ompensatory options issued b) the Company.

I\ .·I Al locations or Net Pro fil and Net l.oss

/\.4. 1 In General. Subjecl to Section 3.(>. Company Net Profil and Net Loss shall be allocated to the Members as fo llows;

(a) Net Profit. Net Pro fit for any period (t:>.:<.:lud i11g tt1x items nlkicated pmsuant to Sections A .4.2 and A .4.3) shall be al located as lollows:

First, Nel Profit sha ll be al located to the Members to the extent of and in (i)

proportion to Lhe excess. jf any. of (i) the cunrnlali\'e Net Loss allocated pursuant to 'cction A.4.1 (b) for nil prior periods, over t ii) Lhc cumulative Net Pro tit allocated pursuant to this Section J\4. 1(a) for all prior periods.

(ii) Set:ond. an) remaining Net Prolit shall be- allocated to the Members pro rata in accordance with their respect ive Percentage l ntcrcs1s.

(b) Net Loss. Net Loss for an) period (excluding tax items allocated pursuant to Sections 1\.4.2 and A.4J) shall be allocated as follows:

( i) Net Loss shall be allocated to the Members pro rnta in accordance with thei r res pee ti,.e Percentage Interests, subject lo tile Ii mitation in Section A.4. L(b )(ii).

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(ii) No Member may rl:!ceive an allocation or Net Loss rhat wuu ld cause the Member Lo lwve an Adjusted Capi tal Account Deficit at lhc end o f the taxable year. Net Loss not allocated Lo n Member pursuant Lo this subparagraph (ii) shall be allocalt'd to other Members according to their relative positive Capi tal Account balances (cakulutcd taking into account the adjustments described in the defin ition of Adjusted Capitul Account Deficit).

/\.4.2 Regulatory Allocations. The following special allo<.·ations shall he applied in lhL'

order in which they are listed. Such onkring is in tended 10 com ply wi th the ordering rules in Treasury Regule1tions Section I .704-2(j ) and shal l be applied consistently therewith.

(a) Minimum Guin Chargeback. Except as otherwise provided in Treasu1)

Regulations Section 1.704-2( f). not" ilhswnding anything to the contrary in this Section t\.-l. if there is a net decrease in Partnership Minimum Gain during any taxable year. each Member shnll be all ocated item~ of income and gain for llu:1t taxable year (and, ir necessary. subsequent taxable years) eq ual to that Member·s share or the net decrease in Partnership Minimum Ga in. detcnnined in accordru1ce \\ ith Treasury Regulations Section I.704-2(g)(2 }. rhis Section A.4.2(a) is intended lo comply with the minimum guin chargebac.:k requirement in T reasur~ Regul ations Section 1.704-2(1) and shall be interpreted consistently therewith, including that 110 chm·geback sha ll be required to the extent the requirements for requesting a wa iver describcJ iii Treasury Regulations Section 1.704-2(1){4) arc met or the requirements for an) other exception prescribed by or pursuanr Lo Treasury Regulations Section l.70.t-2(1) are met.

(b) Partner Nonrccourse Debt Minim um Gain Chargeback. Except as otherwise provided in Treasury Regulations Section l.704-2(i )( 4). notwithstanding anything to the contrary in this Section. i r there is H net decreas~ in Partner Nonrecoursc Debt Minimum Gain during a mxable year, then, in addition 10 the amounts. if any. allocated pursuant to pnrngrnph 4.2(a). any Member with a share of" that Partner Nonrecourse Debt Minimum Gain (determined i11 aecordancc with Treasury Regulations Section l. 704-2(i)(5 )) as or the beginning of the taxabk year shal I be allocated items of Com pan} income and gain for that taxable year (and, ir necessary. for subseq uent taxable years) equa l to that Member's share of the net decrease in the Partner No11recourse Debt Minimum Gai n. determined in accordance with Treasu1y Regulati ons Section l.704-2(i)(4). This Section L\.4.2(b) is intended to compl y with 1h1: clrnrgebm.:k or partne1· nonrecourse debt minimum gain required by Treasury Regulations Section I .704-2( i )(4) and shnll be interpreted consistent!) there\\ ith. incl uding that no chargeback shall be required lo the extent the requirements !or any exceptions provided in Treasury Reglllation Section I .704- 2(i)( 4) are met.

(c) Ouc1lilied Income O ffset. I( any Memb1.:r unexp1:ctcdly receives 1111) adjustment.

allocmion, or distribution described in rreaslll') Regulntions Seclions I .704-l (b)('.2){ ii)(d)l-l). (5). or (6). items or CompaJly i11c1.1me and gai n shall be specially allocated 10 such Member i11 on amount and mnnner sufficient lo eliminate. to the extent required by lhe Treasury Regulati ons, the Adjusted Capital Account Deficit of such Member us quickly as possible. i\n allocation pursuant 10 the fo regoing senLence shall be nrnde onl) to the extent that such Member "1.1uld

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CALCE01520

have n11 Aujustcd Capital Aci.:ount Deficit after all other al locations provided tbr in Section AA have been tcntativel) made as i r this Section J\.4.2(c) were not in this Appendix. This allocation is intended lo constilllte a ..quali fied income offset'" within the meaning of'Treasut) Regu lations Section I .704- l (b)(2)(ii)(d)(3) and shall be co nstrued in accordance with the requi rcmellts thereof.

{d) Gross Income /\llocalion. In the even t a Member has nn Adjusted Capital Accmml Deficit at the end ol' any taxable yent'. each uch Member shall he spcciall) allocHted items of Company income and gain in the nmowll of such Adjusted Capital Account Deficit as quickl y as possible; provided that an al lo<:ation pursuant to this clause shall be made only if and lo the extent that the Member \\ Ould lrnve an Adjusted Capital A<.:count Defici t after all other allocations provided for in this Section A.4 hn' c been made as if this S..:ction /\.4.2(d) \\ Cl\~ nm in this Appendix.

(e) Nonrccourse Ded uctions. Nonre\:Ourse Deductions for an} taxable year shall be all ocated among the Members in accordance with their Percentngc Interests.

(f) Partner Nonrecourse Deductions. Partner No11recourse Deductions lor 1111y taxable year shall be specially allocated to the Member who bears the econom ic risk ol' loss with respect to the Parh1er Nonrecourse Debt to which such Partner Nonrccourse Deductions are attributable in m:cordance with Treasltt') Regulations Section l.704-2(i)( I ).

{g) Basis Adjustment s. To the extent an adjustmen t to the adjusted tax basjs orany Company assd pursuant to 1.1{.C. Section 7J4( b) or l.R.C. ection 743(b) is required under Trea:rnry Regu lations Section 1.704-1(b)(2)(iv)(m) to be taken into account in determining CapitAl Accounts. Lhe amount or such adjustment to thc Capital Accounts sha ll be treated ns an item or gain (if the adj ustment increases the basis or the asset) or loss (i l' the adj ustmenl decreases such basis) and such gain or loss sha ll be specially allocated to the Members in a manner consistent '~ ith the manner in which their Capi tal Accounts are required ltl be adju5ted pursuant to such Section of the Treasury Regulations.

A.4.3 Curative Allocntions. The allocations set fo11h in Section A.4.2 hereor (the ··Regulator) Allocatic)ns··) are intended to comply with certai n requirements of the Treasury Regulntions. The Members intend that. to the extent pnssible, al l Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income. gain. loss. or dcducLion pursuan~ to this Section A.4.J. Therefore. notwithstanding any other pro,·isions of this Section A.4 (other than the Regulatory Allocations), the Managers shall make sut.:h olTsetting special allocations of Company income. gain. loss. or deduction in w hnte\'e r manner the Munngers determine nppropriute so that. after such oftselling allt1cati ons arc made. each Member's Cupital J\cconnt balance is. to the extent poss ible. i.:quul to the Capital Account balance such Member would have had if the Regulatory /\!locations were not parl of the Agreement and all Com pan~ items ''ere allocated pursuant to Section A.-1. 1. In exerc ising their discretion under this Section AA.3. the Managers shall take into account l'u ture Regulatory l\ llocations undtr Sections /\.4.2(a) and /\.-l.2(b) that. altlwl1gh not yet made. ore

CO\ll'.\ "" AC 111-: u1.::-. 1 m CD 111UO'\ Loc: 1~ 11C s LLC P \ C l» A -7

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li kely to offset other l ~cgula to ry Al loc11tio11s prev iously made under Sections A .4.2(e) and A.4.2( 1).

A.4.-1 Other Allocatiou Rules

(a) Net Profit. Net Loss. and other items shall be aJlocated to the Members pursuant lo this Appendix A as of the last day or each taxable year. and at such times as the Gross Asset Values or Company Properly are adj usted pttrsunnt to subparagraph (ii) o f lhe delinition of Gross Asset Value.

(b) Ir during any taxable year any Member" s Percentagl' Interest changes. each Member"s share or N1;t Profit. Net Loss, and other items for such taxable )·ear shall be determined according to their \'arying interests nnd l.R. C. Section 706(d). u1:>ing any com·enlio11s permitted by law anJ selected by the Managl'rs.

(c) All allocations pmsuant to this Appendix shall. except as otherwise proYidcd in th is Agreement. bl.! cli\'ided among the Membe r~ in proportion 10 the Pen:cntagc Interests held b) each.

(d) For pmposcs of determining a Member's share of Compuny ··c.xcess nonrecou rse liabil ities'· withi n the meaning, of Treasury Regulations Section 1.752-J(a}(J). the Members· shares of Compan) profits shall be deemed to be in proportion Lo their respective Perceniagc Interests.

(e) To the extent perm illed by Trcnstll) Regulations Section I. 704-2(h)(3 ). the Mmrngers may treat nny distribution of the proceeds of a Nonrccourse Li<lbil ily or a Partner Nomecourse Debt (that \Vc)u ld otherwise be allncable lo an increase i11 Partnership Minimum Gain) as a distribution lhat is not allocable 10 a11 increase in Partnership Minimum Gai n to the extent the distribution dncs not cause or inct•casc an J\djuste<l Capi!nl Account Dericit for any Member.

A.5 Tax Allocations

(a) In General. Except as otherwise provided in this Section /\..5. each item ol income. gain. loss. ~md deduction or the Co111pn11y for federal income lHX purposes shall ht: allocated among the Members in the same manner as such itt:111s ttrt: allocated fo r book pu rpos~ s under the Agreement and thi s Appendix.

( b) Contributed or Revalued Property. 1n accordance with I. R.C. Section 704( c) a nd the related Treasury Regulations. income. ga in. loss. and deduction with respect to any propc1ty contributed to the capital of the Compan) shall. solely for tax purposes. be allocated among. the Members so as to take account of any rnriation between the adjusted bnsis of such property to the Company for fi:deral income tax purposes and its Gross Asset Value. l f the Gross Asset or

Value of any Company asset is adjusted pursuant lo subparagraph (i i) the definition of Gros · Asset Value in Sccl io11 1\.2 hereor. subseq uent allocations of income, gain, loss, and deductions CO.\ lr.\ :'\' AG l~ F: I·; \II' ' I'm C t·:1'" 1I lt10' LUG I ~ 11< s I.LC p\(,l,i\· 8

1 1 50~ !R1l ~ ' 12 1111 !

CALCE01522

with respect to such nsse1 shall take account of any variation between the adjusted basis of ~uch asset for federal income tax purposes and its Gross Asset Value in the same manner as undc1• J.R.C. Section 704( c) and the related Treasury Regulations. Any elections or other decisions relating to allocations pursuant to this Section A.5 shall be made by the Managers in any manner that reasonably retlects the purpose and intention of this Appendix and the Agreement.

(c) Credits. Except as otherwise required by Treasury Regulations Sedion I. 704-

1(b)(4 }(ii). items of tax credit and tax credit recapture shall be allocated nmong the Member:; ill accordance with their Percentage Interests.

(d) Effect of Tax Allocations. Allocations pursuant to this Section are solely for purposes of U.S. federal. state. and local taxe:s and shall not nffect any Member's Capital Acc0trnt or share or Net Profit. Net f ,oss, or other items or distributions pursuant to any provision of this Appendix and the Agreement.

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EXHIBIT B -···-· -....J,o.::.:.:.:..:.:.--··· ~

...

COMPANY AGRf!:EMENT

Oli'

CENT ORJON PECOS TERMINAL LLC

. 11 Texas Umite(l Linbility Compnny

September 12, 20"14

,. '

. ' '

THE MEJVIJlERSHTP INTERESTS REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDEH ANY SEClJRITJES LA ws. AND MA y NOT rm SOLD, PLEDGED, OR OTHERWISE TRANSFERRIW ABSENT SUCH REGISTRATION OR AN EXEMl~TlON THEREFROM. THE TR:ANSFER OF ". MBMBERSHtP INT'E:l<8STS JS FURTUlm RESTRiCTED HY ARTICLE. X OF Tl-US AC REEiVfENT.

~ ..........--------~--~-· .....------~ - - ---·---···--··---·

MR.234 CALCE01433

TABLE OP CONTl~NTS

ARTfCLE: l DEFlNITIO'l'>fS ............................................................................................................. 1 1.1 . Defil\ed Te1·111s ........................................................................................... .......... .... 1 1.2. CoJ:struction ................................ ............................... ............ ................................5

Al'<.T.lCI.:E ll OROANlZATlONAL MATfERS ........................................................................... 6 2.1. Formation ..................................... ............................................................................6 2.2, 7-.Jt\me ..... ,...... ,,,.,,,., .. >··tr·· ~ ··•···· · ···· · ··~···•· • ·· · · · ·········· I · ·· ... ,........................................ ..... 6 2.:i . . Rcgir-1tcrcd Ofticc ml<I Agc11t; Principal Orficc ..................................................... 6 2.4. Term ............................... ............. .... ........ ............................................................... 6 2.5 .. P\1rposcs ........................................................................................................ .. ..... ...6 2.6. · f'o''f~ r~ ....... ,, ,.,......... ,.......,.,, ,,,., .. ~1 6 •• • , , . , , . . . . . . . . . . . . . ••••• 1 ·11 •• •••••• · 1 • • • • ••••••••••• ; •••• , •• • ••• , • •••••

2.7.. Compflny f)t·opcr~y ........................................................................... ..................... 6 2.8. Consenr· !o Admission ofMcmbc:1·s ....... .. .............. ................. ................ ........ .. ...... ? :2.9. Status of Managers m1cl Mcmbcr.s ............................................................................7 . 2.10. Cer1i!icutes of Member5hip lnlereS1s ....... ............................................................... 7 2.1 l. No Srntc Ln\.\1 Parrnership ................................................... ..........,.... .................... 7

J\RTlCLE !fl CAPITAL CON1l,.R!BUTlONS; CAPITAL ACCOUN'!"S ...................................... 7 3. I. lnitfal Cupittil Contribt1lions ................................................................................... 7 . 3.2. · Aclditionnl Cnplrnl Conrriburions ........................................ .................................... 7 · 3.3. · Capital Accoun1s ........... ., ................................................. ........................................ 7 3.4. No Right to Retum o!' or Interest on Cnpilnl Account. .................. .......................... 7 3.5. ?vlen1ber Loans .......... ..............................................................................................8 ARTICLE IV ALLOCATIONS AND D1STlUBUTtONS ... ,. ....................................................... g 4. 1. Alloeatio11 of Profit or Loss .............................................. ....................................... 8 4.2.· . · Distributions of Dis•~'iburnblc Cnsh ........................................................................ 8 4.J. Withholding ................................................................ ................................... ,...... .. 9 ·4.4. Lin1it~1tion on Distributions ..................................................................................... r; 4.5. No Right L<~ Par1H ion 01Distribtnions111 Klnd ............................................. ...... ,.... <) 4.6. Rec-0vcry of Erroneous Dislrib~1 tlons ............................. ..................................... .9

1\RTICLC V MANAGEMENT: /\C'f'IVITH2S Ot~ MANAGERS AND MEMBERS .................. 9 5. ; . Manag{!men1 and Cont:-ol or Company Business ........... ,........................................ 9 5.2. Resignmion, Removal. und Rcplai.:emenl of Manngers . ....................................... J 0 5.3. Actions of the Board ,;r tvlnm1gers ................................... ........................... ........... 1I 5.4. Limitations on Bmm! ol' Mm1a~..:r:f Autlioi·ity ........................... ........................ 11 5.5. IJ~leg<1lion of' A~llhO!'ity ; Otlfoers ........................................................................ .. 12 5.6. Rel1n11ce ................................................................................................................. 13 5.7. C;J111perw111ion Nnd E:"'penses of Mc::mb~rs und :\1<1nngt:rs .................................... IJ 5.8. S1nndards ol'Mnnager and Mcml'c1· C"oncluct ....................................................... 13

ARTICLE VI Ll/\BILITY AND INDEMNlfICAT!ON ........................................................... 14

CO~ll'Mi\' AGH!~l!Ml~'IJ·1·or 0:1\nl'llHION l'J.;oos Tf.H~ll:-1;\1 , l.LC 1>211-157. jl~P.'J.IO~ll(lll!llMI IM

MR.235 CALCE01434 6. t. or 1.:1nbi lity ................................... ........................................................ 14 f..,ilnit1.1tio~

6.2. lndcmnilicntion by. Cornpnny .................. .. ...... .............. ....................................... 14 6.3. Conduct Nol P1·01ecied .................... .... ........ ... ............. ...... ..... ........ ........................ 14 . 6.4. 1nsUrflflce ........................... .......... ..... .......... ...... .... .......... ..... ............ ... .. ................. 15 6.5. Sti1·\ 1Jvn) .,,,,,,,, ..•.. J , j , . • . • • , . , , . , t5 • • • , . . . . . . . . . . . . . . . . . . "' • • • • \ , • • • • • • . • • • . • • • , •• , . , , • • • • • • . • • • • • • • • • • • • • • • • • • ••• , . , • • • • • , . •

. J\RTtCLF: Vil BOOKS AND RECORDS: REPORTS ................................................................ 15 7.1. Maintcm1::ce of and Access tc Bool~s nnd Records ............................................... 15 · 7.2. . F isca l Year ... :.... ............... . ............ ., .......................... .. ....................................... 15 7.3. Financial and Opcruting Rcporls .... .............. ......... ... .... ...... ........ ... .... ................... 15 7.4. TnxRcporls .................................................. ............. ............................ ................ 16 · 1.5. Trnnsmission of'Comml1nlcntiom: .................................................... ............. .. ,... 16

ART!Cl.E Vlll ·rAX MATTRRS ....................... .. ............. .. ......................................................... 16 8.".I. Tct;< Clt1ssiric<1li()n ... ,................... ,.......................................................................... 16 8.2. Con1pnny Retui·ns ................................................................................ ................. 16 8.3.· Tax Ek~tions ................................................................................................ ........ 16 8.4. · Consistent Reporting... ............... ............. ............... ................. ........................ ..... ; 7 8.5. ··· Tux Proceedings ......................... ,. ...........,........... ,............................... ............. .. .... : 7 8.6. Information nnd Doc;.;mcnls lo Cornpany ............................... .............................. : 7 · 8.7.. Survival ........................................................... ...... .... ............. .......................... .... !7

AR:l'ICLE·iX MCTETlNGS ANO VOTING OF Mf.tMBERS .................................. ................... 17 9. 1. l\tleetin[;s .. ................................................ ........................................... ................... 17 · 9.2.~ Voting .................................... ..................................................... .......................... 18

AR'l'ICLE x "f'RANsh:m. OF MEMBERS! llP INTERR8T8 ................... .......... .. ... ... ................ I 8 I 0.1 . . l.. imilalion on Trnrn:den; .......................................... ............ .................................. 18 1O.?.. Permitted Tr:.msfor of Mcmbzrship Intcrcsl ........................ ................................. 18 I 0.3, Righi of First Rel\1s1d; Tag-Aloht-; Righ ts; 'l"riggcril\f:l Evc11ts ..............................19 l 0.4. Conditions to Permitted Tnms!Crs oi' Membor.ship lnterc!lts ................................. 20 I0.5. Effective Date; Dislribulions ....,....................................... ................................... 21 I0.6. TrnnsreJ'or's Oblig'°1tion:; .....,. .................................................................... ........... 21 I 0. 7. /\ssignc<::':i Rig!mi <ti1d Obligntions ................................... .................................. 21 l 0.8. En~t •~ncl Conseqtieuces of Prohibited Trnnster ................................... ..............2 l

ARTlCLE xr ADMfSSJON Of NEW MElvlBERS .................................................................... 22 I I, l. St1bstitutc<l Mc111bers ....,........................................................................................ 22 i 1.2. Additional Members ...................................................... ...................................... 22 I I .3. No Required Capit<1l Contribu:ions ........................................................ ..............22

A.RTICT.8 X!I WTTHDR;\W/\ l .OR RF.MOVAL 01-: M!';MBERS .......................... ... ...............23 12. 1. Withdrawn! ofTv!en1bers ............................................................. ........................ .. 23 : 2.2. Re me val ol' IVlcmbers.......................................................................,.. ................. .23 I"> .., Stntus \If fl orml!r ;\1le111ber ... ........................ ... . ,....... ,................. .. ,.. ,............ ,,.. ..... .23 ·-··).

A~TJCLE Xlll WINDING UP AND Tnt~M!NA'l' I ON ...... ,............,........................................L4

co~u•,\NY AGm:~;.~11,N r OF Ci.;N'!TlUO;'li Pf.COS Ti'.llMl~.\J , LLC PAGE I hi

!w~IJ.1~7 f•l)i>,'J .I0.11/lllt>l /0-~l

MR.236 CALCE01435 13.J. Events Rcqu i1'iiig Winding Up ................................................................. .............211. 13.2. Winding Up Procedl;res ............................................... .. .......................................24 13.3. Continuation Wilhvljl Winding l.lp ........................................................................ 25 · t 3 .4. Liqukfotion of Assets nnd Application and Drntribution or Proccccb. ................... 25 13.5. Ce1tilicH:e ofTem1im1tion ................................. .................................................... 26 ·· 13.6. Reinstatcmcnt....... ..................................................................................................26

ART!CL.E x:r\1 ·\'ALU ATION :;................................................................................................... 26 14.1. f'ail' Vnlueof(;oir1pnny Property ...........................................................................26 ... 14.2. Purchase Price ol' Membcrsbip lntcrcsl ............................... ,............................... ?.6 ·. 14.3. Vnluotion ofMembe:·~hip Interest<> ............... ............................................ ..,.........26

• . 'AR;ncLJS xv GltN8RAI,.; PROVISIONS .. ,............................,. ..................................................26 r 5. 1. A t1H~ ridme11 ts .......... , ...................................... .. ........... ... , ....... ............. ... ... ,...... .. ... 26 15.2.. Notice............................. ............. .............. .........................................................27 I5.3.. Gover~ing Luw; Consent 1<1 .lurisdiclion ............................................................... 27 15,4. Waiver.,, ....... ,...... ,, ...... ,., ...,.,, .... ,., .... ,..,,..,.. ,.,,., ....... ,,................. ,.. ,.............. ,, .... 27 l 5.5. · En!lre .1\grcement ........................ .......................................................................... 27 15.6. Succ<:ssors and Assigng· ........................................................ ................................27 15.7. Third Parties .............................. ....................................................... .............. ....27

4

15 .8. Severtll)ility I•" ,, .. ......... · ~·····• 1•1•• · . ••" ........ .. "' ••••••••••. ..••..•... .. , . , , , .... ....... ,. , ~····· · .• .•. , ... .. 2'7 15.9 . . Constniction ...........................................................................................................28 15 , I 0. Excculion of J\g1·ccrncnt ............................................................. .. .. .......................28 15.1l .· fo\1rthe1· Assurance.:s .................................. .................................. ,....................,...... 28

C<Mll',\;w Amu,t:::m:N'r OJ' Cl"'rnlRIOi'I PECOti T1~JH1tl :'i1\t• LLC b!l l 1$1, l1Si'i:'JO>liOJOl'IOill I l-l

MR.237 CALCE01436

COMPANYAGREEM~NT

OF

Cli:NTUfUON Pli~COS TE~MfNAL LLC

This Company Ag:-eement or C .?nturion Pecos Tem1im1! LLC' (this "J\gres:ment") ISentered mto

1

elrcdivc 1'.IS of Septt<;mbcr l2, 2014 (the ·'Effb.::lv1:: Date"), hy the per:;on:: identified on the !>i~iHlll1re . pnge(sj bet'eoC

\VJ lEREAS. the Company w;i~ fot·med pursu11nt w t1 Cel'tificat~ or Fornrntio11 Ii led with the Secretnry ot'Slwlr.: or tho St:;tc of' Texas ([he "t~1·riticqtt_Q.(fprmqtiou") effo:tive on Sep:t:mb<~i· 1'2, '.l{) 14 (the ''FornllllJ.Q.:J..Qptc"); nnd

WM EREA.S, the pnrtic~ dc~f!·c 10 provide fo1•the r·cgulmion ond mt1nnge111em or th<:: nflhirs of lh~ Company according 10 thii-; Agl'e~ment nnd 1he Code (a:; her~in de!im:d);

N<'.>W, THEREFORi~. lhe partles agree HS 17ollows:

AlfflCLE I DEFINITIONS

l .1. pefincg Terrns. The following definitions. und the definitions set forth in 1\12p~ndix .I\ !1.1 tllis·Agrcement. apply lo the terms ust~d in thi!il Agreement for ull purpo!-!es. ·

"'AdclilioJ1al Cruilinl ·cpntriblltion'' means the sum (1f cnsh un(I the F:1ir Vt1t~1c o!" un>' pmp~rty ~onlrilrntcd to the Compnny with 1·cspcct t·o u Mcnucr.ship l1Hc1·cst ns permitted under this /\g,·cc1rnml, lrn\ l!oes not include un !nilin: Capit<ll Cm:tributkm.

. ;<Additional l\tkmbcr"· means fl person who Acquit-cs n fvlcmbership Jntere~l from the Compm~y in exchange fol' a Capil~\l Contribution un,1. is admill,!d ln the Company as a Membe1· pursuant to Section :Ll.21\1\er the Efth1tiv1q Dnte.

' 'Aflilimc" ment'ts u r·e:·son who directly 01· Indirectly Comml~•. i.s Conrt'Olled by, m· i.;: ur1de1'

co1rm1on Control 1vi1h rhe person in question.

••Agrct:nJ£U!'' mcmu; this Company /\grccmcnl, as it may ba mm~ncled, st1ppl~:nented, or restlltcd from time: lo time.

·'Assignee'' 1nca1u; (a) a !)e1so<i lo wlKlm ti Mcmbersh:p !nt·~resi has l>eetl tr:insferred by u Member or As~ign~e in v. Pcrmm~d 'l'f·r.ns1'cr, or :1~ 11 f>rohibitcd Tnmsfcr 1lwt the Compnny i~ r~q uired by !nw H1 tecognize, but who hus 11ol become a Member•. i111d (b) H forrner Me111b~r us dest:ribud ln 1k~Ji.~1.11 . 1.u.

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'CAlvl .. 1111::nns CAM Oil nnd N:1,w·<1l Uus. L '.,l'. n LnuisiH~!U limited linbi lity co 111puny.

'·~opital C9ntnbtitic11" 111enns 1he st1rn of lhe lnitinl Copilul CnntribtttltHl u11d Ac:~lithmol Ct1plwl Ccmtribulions, ifnny. with respect lo t1 Membership l mcrcsl.

COMPANY AGRer=Mt:NT OF C~:.NTtlltlON Pf:C'OS TEH!)lf,~/lf. LLC PAGE 1 3ii1457.1/SP/~3032/ll'10110911~ ~

MR.238 CALCE01437 •·ccr'llurion'' mcuns c~mnil'loll t.ogi$tics LLC, ~1 'l'~:-:us li1~:itc~I lktbility c0mp11n); nml u Mcmhcr of I he C1mipnny m; of !he ~ffoctiv(.o Dute.

"(ertlticnt~ or Fq1·1nmiill!." means ltrn Certili~111e of Formation ld>::nti!ied !11 Lhe rei.:itnls to this Agrec1m·nt, as snch ccrtificat~ may bt! cnm-:ctcd, rn~'i::11clect, or rcstntcd.

"Ce1'1i-licme of MeJJ,tbersl:WiJnteJ'est'' menns ti cet·ti lieu!~ l'eJ.)resenllug « Member':; M~rnbc!'shif'

lfl1Cl'Cs1 in a fom1 approved by the Boal'cl or Mrt11Hgcrs.

··f;Q.U\R.fl!1Y.°' n1cans tiie limited linbility co1:1r:~n>· formei.I pur$i1mH to the Ccrtifa:nte ol' Fmmat~on.

•;Chn11g~ of; Con1rnf'' menns ;.vilh relipec\ 1~1 a tv!embet» l hnl the owner~ ol suGh Member (as e,xisting as or 1hc d111c hereof) shnll (i) cemst: 10 ow11. direi;tly or indirec\1y, 51.0% of lhe out.stnnding ownership intcrvsts 1} f st1ch Member, o:· (ii) ccn~;,~ to ()Wl't or cxe1'Cisc voting con!rol over 51.0% or the 01lls1m1din~ voting inlCl'l!!i\S of sui~h f\1lember.

"~'ontrol" t11 Clll1S 1hC pOSSCSSt011, clir<~c!ly Or indirectly. of the power lo dirCt~l nt· t:<lllSC '.nc djrediljf1 of th~ ti1UllUgCm<:('tl at11.i policies of <l pcrSO~i. whelh..:r through tiwncrship ol' voting S<:curilics. by CCit'1trnct, <lr otherwise.

:'Dmm~g1::~" mc~ms nny e~q;i~nsc or lol':s (inl~h; ding r.111y i.:ot1rl <:()sls, juclgi;:ent or !lellkmcnl payment, pcnohy, 11nc, cax. 1u1d 1·casonzblc anorncy's foes or other dispute rcsolulio:1 coi;ts) pnid or incmred in connection wilh or ns (I cnnscguc11.:e ol :my Prncccdi11g. net ol' ail)' i11srn·antc '"'" other 1-ecQverks ie~eived by the Indemnified Perso11 with respect to the :-01·egoing.

''Distributable Cash'' mesns the cnsh and cash equ1vulenls held by 1fte C0111puny from opernthins re~1som'lbly deN1·111i11~d by !he BoM'1 or Managers to be available for distriblltion lo the Memlxrs nftcr paymc:11 of the Compony's debts, 1:xpcn:;t)S, and other ob!igntiuns, >\11d uller establishment .111d muintemmce' of s11ch cash r~set'ves 11s the Boal'd or Mrinugc"s dctcltl1incs· shollld be rewinccl lbr the rensonabk C\lt'renl and l't1tul'e ncecl11 or the Company's husinc..<is,

··Etfoc~ivc IJJ:1 tc" i::: defined in die in!rn:.!L:ction lt} this r\gn.•cmc111 .

"C/\.M Cnpitnl Co1hribJttio:1 ~alaru;~" mer:mH, with rcspcc1 lo CAM, the Lotul Cnpitnl C1.1no·ib~11ion ~)J'

CAM iess the cumulative distributim1s ~)f cnsh by lho Company to CAM in l'C\urn oi'

CA Ni's Capilf1l C:ontribmion 1n;rsmrn\ i.o ~lion ~.2(a)(i 1 ). For 1nqwsr.s ol' \;<lk11l~ting the C/\M Cnpituf Conlributiu11 IJ;,dance. nu deduction shtd: be made for Hny l<.!x dislnbutions nwdc k> CAM. whelht:r pul'Slrnnt lo ~cctio~1 tl.2( b) M this Ag1-cemcnl or olhe•·wisc.

·'CAM Prderred RetUrn B11l<uwe'' mea11s, wi:li rcspc(..'t lo CAM. th\! 1.:t1mulativc •tcci·w~d CAM Pn;f<:!rrcd RctLJrn less thi;- cumuhlliv~ d1stributiu11s of c<1sh by the Compimy lo CAM in 1n1yrnt!11l ~11 the CAM Prt!letTNI Return pmsur.nl to Sectlon 4 ?.fa}(i). For purposes of r.nlclih1ling lhe CAM l>tclb:Ted Roh..11'~' 13alancc. no ded,1crion shall be mi1dc for any tax ~lisl1 ibt1tions 111acc to CAM, whether pursuant tn Section il.2(b) of this Agreement or otherwise.

"E1Ui1i' means ;my geni:nll par111c-rsl11r. li1111ted purtne1·s::l p, t1milcd linbdlty P<Ht11crship, limited linbi!ity company, cQrponHion, joint venture, Lrusl, bu,sine!li; u·usl, ::oop1.m11ivc, u ~soui11tlo11,. ll.H·cig11 ll'ttst. fo1·dgn busiJ1ess org<inizbtioJI, or other li1.1si11c~:-: entity.

CCMPAN'-f A<3Rl:t:MENT OF Cl,:N'l'llHION PEC:OS Tl:Hl\lt~,\I LIJC 0?.11~67:Jl~f'/)3032101011091 'IU

MR.239 CALCE01438

•·Fiscal Yc.11'· isdeJined i11 Section 7]:..

·'[Qi:n)ation Dale" is defined in the recitals to this /\g1·cem<..ml.

"1!1demnitfod Person" mcuns (11) u Me111L11::r or Assignc:e; (bj (1 M:1m1g.er. (~} n Liquiclutor (i I' m·1y);

(cl) any Artiliul<! of the Cnmpnny, u Member or 1\ssignc.J, n Manager. or a Liquida~c.r; ahd (e) :my gov~~111ing perso:-, officer, ~~mployee. Hgen1. or owner or the Company, t1 Member or Assignc~. ll Manogc1 , a Uqddntor, oi- any Affilintc of ony of' the forego ing, A person ls un tndciri;1ilicd Person whc!hcr or not such person l!ns the status required l'u be an fnclc·•;nificd Person tit the time :rny Prnccccling is made ot maintained as described in Article Vl or nt the time nny amendment to 1hi!; Agn:emenl J$ proposed 1.11)~.kr 1'3kdlQ1LJ2•..L provided suer: pe:·?:lon h<td thc: :;l;1t11s rr.:qldrcd to b~ :m lndemni lied r\~rso n at rhe time of 1hc relevant actions referenced in !hi: Proceedinu,.

~1ndex !UllC;''· me.ans tile 1·~1t1.1 specilied in Section 302.002 of the Texas Finance Code.

"Initial Cnpi'h·'il Contl'ibt1ti6n 1' meons the sum or any cm;l1 •1nJ the l;-<1i1· v'nlue cir any pmpctly contributi;d lo 1he Company by n Memb~r with respect too Membership lnlcr('st in r.:onncl'.!lon with lht.: originnl iss'.lMCC of the Membership Interest by the Compuny 11s s~1 l'tJt!h ~:n 1lli.!l.Lbitfi.

-·~AM-.12t.!.:.'Um:.~1LR1:.!.urJf mcu1;s, with n~3pect lo CAM un u111ott11\ 1;1qual to nn 8% Cl1111uk1liv..:

con1pound~d onn uol return on th<.: nrnoum ol' CAM"g unreturned total Cnpit~tf Contribution nccrncd as ot' any dnle ol' del1::rminntion. The CAM Preferred Rell1rn wi ll be ciilculaLCcl by treating ~•II dish ibulions of lhl:! CAM P1·e f~rred Rclum pu1·sue1n1 to Section L2(ill as first being a p,1ym1;:nt or <lllY u11dist1'i bu1~d

1

flCt:llmtil 1111:d rnmunl rcLurn m; of' the distrib11tk1n dale nnd thon bdng u repayment af any rn1<l :ii r of CAM "s Cupittd Contributions as of 1he dislrihution chile.

"LE.~.t mem1li the lntcrnul Rcvr;;'nllc Code or '1986.

"lli.iiidntor" is de lined in ,SecLjon J3.2{b}. "Mc~ jority·iiHntcrest" mcnns 011~ or mote Members OWlling collectively more than 50% of the Pel'ce1ilage Jnteresls ownecl b}'· all Mc:111bers c11tit:cd to vote cm the particulnr issue.

·'Mnnager" meitris the pel'son 01· persons cicsig11111cd as ma11agc1· o·/' thc Com1)£:11y In tl1c Ce1·d~fontt!

of FonmHion and any person who becomes(.( rup.Hcemenl Manager pw·sum1t to Scctio1t 5.2. The name of 1he pcrso11 cksignated as mmmger of the Company in lite Ccrtilknte of Fol'lm1tion is Joh 1; Y. Calee,

"MandHtl)ry Disllibtition" nleMs u11y diSlJ'iblllion tlrnt <1 Membt:r is ~ 111itled to ri:cdve und <ls 10 whic!· the Mernbor lms nttaincd the stntus of' a creditor under Section I 01.7..07 of lhc Code.

''Mcmb~·1" ' lllt\nll!i ~111y pcnmn id~n1itkd .i:s i.1 m~:m bcr on fuhibit A. mid any otht~I' p~mmn who becomes t~ memb~r or the Co111pm1y pursuunt to tbi:1 t\grccm~nt, who has not ~cosed to be n l'vh:mb<:r.

··~Jllh..si:~" means nil pcl'sons that· :H'r Member~. collectively.

"M<:,111bership lnl<:rcst" incnns 11 Mc1"bc1"!'· 01· Assig1·1cc's eco1rnni.<.: iate1·c:st in th<: Company. Tlic term incl udes the rv1cmbcr's or Assignee's right to receive t:l!ocntions of prnlits <ind lnsse.s :~ud distt'ib;.itions as c:c.si.:ribcd in Article IV , .:ind other :·ighls um! (1blii::ntions l111dcr this !\grcc111cnl t)r t:1c

CoMPllNY AGREEMENT OF C1·:1"ff~11uo,-: P~:c;os TEHMll'"'' LLC PAGE3 G21'1A57.11SP13l03;!11>i0110G 11 l<l

MR.240 CALCE01439

Code or ii;~ A~;sig1wc who hHs not been ndmillcd ns a Member. but docs not .r~cludc any l'ighl lo pnrticipme in nrn1rngcmc>nt or uny other nght rc:-icrvcd ~rndcr this Agrl!cmcnt 01 tht.: Cod~ \:1;1;hisivcl;v 10 u ~1fomber.

~'Perci;nmge lni~r~~f' means,. <ls to ~my Memb~r vr Assi~ncc, the p~rccntage- imcrc:st !iel forth vn E;:hibit A.

''Permitted '1'J'ansfer" lll~nns <1nv trnnsfer ol n Membc1's,11p lt\ t~resl th~t is Llesi.:ribed in Soclion

''Pm"SllJ{ m "pcr1;1rn'' me~ms t1ny indivi<luul or EnU:y.. und the heir:., executers, m.lminis!rntor:-;.

log!)! 1·~prcsen1utives. successors, und assigns of such '·Pcr,\lon,'' i1s and whe ·e thti uonlcxl so pelTnils or 1·~1uircs.

~~l~r9.¢scdiitgH meuns· (a) an>' ihreutened, pending, or completed nci\011 or other prot.:ccding, wh~~1hcr civil, ci·iminal. administrative. al'bitrnti vc, or invcstignt i vc; (b) un nppcc of uny. such proccctllt1g; and tc) an inquiry or invcstig<\li(>n thnt could le;.1d 10 any swch p1ucecding.

"'Prohibi!cd Ttrmsfci·" means imy Lrnnsf'cr uf a McrnJcn:hip Int~rcsl thM i$ not n Pc:-inilted Trn11s!cr.

''Rcdcmplion Nol'i;;e'' is detincd in Section 10.3(c)(i).

.. Req§motion QpliQ;~'' is clctined m Sectio11J.03(c)(j).

1

'~Bbstltuted ft1£JID2£t° means a person who is atlmiltcd illi tt Me111bcr pu1·Huanl lo ~££!l!J.!Ll.Ll With 1·e~pecl LO the tronsfer o!"~n existing Membet•ship Interest.

' Tretl'sun Regy.!.f!.!it)ns'' meat:s the Treas111')' n.:g11!ntions p1·onltitgalcd under the !. R.C.

1

' "Ir.iggeri11g H.vent" l1,e:ms the nrsl lo OC«~tll' or (a) the clnte of a Prohib ited Translcr, incltJdillg ony trahsfcr to('.) a Member's lrustoe in ::.111nkn1ptcy, (ii) n purchiiscr til 1my t:r~ditor's or court st1lc, {iij) n Mcmhcl''s spouse purs111111t to a decree or n <liVOl'CC COUit. 01' (iv) lhc guardian of nn incompetent Member, (b) the cfate of" death of <m indiv1d11al M~rnber, (c) the date of 11 Chnngc ol' Conll'Ol or termination ot fl Member lluH is nol Hn imlividm1I; (d) th(;: reinov;1! ol a Member pw·su1111I. to ~ecfull.l 12.2~ 01 (e) Lhc volwilal'y election or 11 Membm· that !s not <in individual tu \Jqu1<.Jule all ()f substuntiu!ly all of ils r.t$sels and/or dissolve.

'"l'ri~~vcnt ClosilJL( is dcJfocd m Scctipo 10.J(£.l[j.

"Triggi.;rlr1g._ff~·q1t r~1rehuscPrit;tJ" n1et1ns, in lhi! CW!C oJ' {I fVlcmbcrship Interest to be purchm;cJ pursuant Lo Se::ti<JJl...LO. J(c), the •'fo!r mni·ket vnlue" (lls dellm:d in this pamgrnph) (11' the Membership Interest ~\s of' the -dntc of the Triggering Event, determined assuming an arms length snle of nil of lhc Co·npnny's assets l(> n third party (as a going concem nnd not n!i n liquidshon) fot· ·foj r· market ·10l~1e ancl the application of the proceeds (lf th~~ snlc uc.:cording t(I Section 13.4. Tl1e Triggering Evc111 Purchusti Price will be del'ermined (a) if there ls in effect as of ti1c date cf '.:1e Triggering Eve11t l1 vnlj(I Certif'iciltC of Fair Markel Vulue in s.;bst11ntinlly the Jl)t'l'n allr.:ched m; Schedule fl executed by all Members, IJ_v retb"1;:11cc to the folr rm1rket v"luc lbr such Membership tmcresl <IS sci l'o:-lh in i;uch c~riilkmc ol' Fair

COMPA\W AGREIWll!NT OF Cl·:N'l'I .Uf()N. l'1~c·o..; Tl>HWl\,\I. LLC PAGE4 G:114!l7,11S1'13l032101Gf/O!l111~

MR.241 CALCE01440

Mr.rkcl Valli\~, timl (b) if lhere is no such Ccrtilic~1t() of Fhir M'irscl Value e/'J'cctivi: with n:spci::t to lh1~ Triggeri ng l\vcnt, (i) b;t ugreemcnt or the Co111pnny m1d the Offl!nng M:;mbcr or the Offering Member's succ1!ssor in interest. us rpplick1ole. or (ii) ir no stu"h ~tgreenicmt hi rc;;~~ lwi.! wilhin 30 days e1Hcr the iSHllHm:c or 1he Reclcrnprion ~Joth~c, by QI\ independent uppl'~liSCI' d1os"n 11'1\IWf'lllY by lhe C<lmpauy •ltld the om'ring Member 01' the Offori11g Member's :rncce.."!SOI' in JJ1tCl't'.~l. LlS npplit::nblc; p~c>vided. lli,~. thnL in <letcrm;ning th<'! foir marker vaJue or a Member's Membership h tc1·cs1. such npprui~c1· .i;hall take into ucootmt lhe CAM's Capilul Contrilii1Lion Bal•rnce nnd lhc CArv! Preferred Retmn Blllance 11111d slntli incretise <>I' dec1-e<1!;1; Triggering l~v<::nl P\11·c.:h1.1:.~~ Prir:': r.i' cuch Member·:~ Mc.:rnbcrshrp h~lerest accordingly. Any fair rn1.1rkc: valnc ilgrcl!d by tile Menibcf::i i~1 n Ce1 ldiculc ul' Fuir Mu:·kl'.'.t Vul~:r; :-;ha ll be effective until .he earlier of (A) 90 days from the date set f()l'th in any s1a.:h Certificate ul' r.iir 1Vli.11·ket Vtdt:~. m (A) th~ <fol~ tlml u new c~rtilkutc <ii' Fuir Murlwt Value has been executed by u!I of the.: Members. · 1.2. Constrnctio11. In lhis Agreemem, unless a cleal' contrnry int~nlion appears:

(b) . refer:=m:e lo any person inr.:lndcs \iucli person's succes:mrn unc 11ssigns but. ii'

npplicuble, only if sud: successo1·s mid m;sigm; are not prohibited by this t\grec1m:nt, and rclert•nct' V.) o pci·so11 in lt pnrticulm- capncity cxch1dcs sttch person in any othe1· cripm:ity er in{! ividu~lly:

(~) relel'enc~~ t\1 imy gendt.:I' in.:lmks lhc: ~1lhcr gender and !ho neuter;

(<l) reference t<)· :my £1grecmen\ er other document means sud1 UJ:;i'el~111er:t or 1.11he1· ctocun1c11t ::is mnc:ndcd 01 modltied oud in eifocl l'rom lime lo tirne;

(c) reference to any swtute, t'1;!ciLtlnllon. or olhr.r lcgul rnquirtmcnt menns :mch legal t•eqLJii·ement us i:11ic111.1cd~ 1:~odil~ecl, codified, rcpla<.~cd, Oi' n.~nacted. in wl1oie <>t it~ purt, w1d 111 crtl~ct from lime lo time, including rnles Md regulations p1·omulga1t:d thercundcl', a11d reference lo any section or other pro~·tsion of uny !egul req11ircincnt ntc::cms 1;1nt provision of such lcgul r~q u ircment lhlrn U"I:! lo time in effect und cc:nsriMing lhc &ubswnlivc Ctm1mcl111cnt, modilic~Hinr.~ 1:odifki1tion. rcplnccmcnt, or rci!riactment of Sl!ch $ec:icrn m oth1;r provisio1\.:.

(I) 1 ''hereunder," ' hereol~ ''ht!reto~" iind vvords of' similar import rckr to

11

~'.1i:;

J\grcement a~ a whole ~md nol to ~my partictilar· Article, Secti011, :w othel' proviSillll h{:ruti!';

(g) 1

'inc:Jding1' (and with it:; cor;'::!lfltivc meaning ·~inclu:l cl>) mc~ins including without limiting 1hc generalily of any description preceding such term;

(h) "or" is used in lh.:: inclusive '\c:1sc or··mld/or":

(i) with rc!ipcc1 10 lh.: detci·mimllion t)!' rniy period or tim~... from'' 111en11s --rrnm nnd inclHding'' und ··to" means ''lo hlll excluding.. : nnd

(i) rc:fon:rH.:e:> to ngr~~mentu or olhCI' do1;umcn\s refer os well \o nil uc.:dcmla. c.~hihit~.

sch~dul~~ 1 or umondmcnts Lhcn~to.

COMFAN'f A<3RJ?.~MENT OF C:!~N'l'tlltlf>N PF:co:i TtH1,l1Nr\I f..,l,C PAGt;li 621i4li7 i/SP/330J2JOi01/0g1114

MR.242 CALCE01441

ARTICt..E ll

O!tGANJZATJONAL MATTERS

2.1 For111a1io1t 'i'hc Cnmpany wmi formed pu~uruH rn the Cfrti f'icatc nf Fot"~ntio11 cl'fcuti v·e us ofthe fonT,~ Dni°e.

2.:2. N11mc. The Company's !inmc is us sci torth i:~ the Cert i·f;c;-itc;: of r:·ot·rnMion. '!'he Board ol'

Manngers may change. the Company m:me Ht any lime without the npprov.:I or nny Mcmhcr by filing .:1 ccrtilic.:nte or mrnmdment to the Certific:.1le elf Form<1tion. The 13oard of Vh1;,nge1·s shn!l pmvidc notice: ol' ony such ~h;'lnge to oll Mcmbcnt Tho Company's business mny be c<mch1i.:tcd undcl' its name nnd/01 ;my oll1er 11mm: QI' nMncs dce1ned ndvisab!c uy the Bonni or Mu1wgcrs. The Bonrd or Mrnn~ers sllidl CHUSC: to be execi1ted nnd filed ol' record all ai:su1111~d or lictitious m1··.~e certificates for the CompHri)< ns '<ll"t' l'eqttired by lnw.

2.3. Registered Office and /\gent: Principnl Of'licc.

· (<1) The ::;tre0t <1.ddt·ess (11' the i11ili<1I rcgi~~<.:rcd of'ficc ol' l'h<:: Company in Texas and lhc nnmc of the initinl rcgislcrccl u;,;ent Clf the Company are tts set forth in the Ccrlifici1k of Formation. The Ooard of M•magel's may chc111gi: the C()mpany's r·~gisterl!d offh;e or rcgis1e1·ecl 11ge1ll al any time b)• f1 1ing a Cha·,;gc of Rcgls~crcd Agent and/er Registered Office as 1wovided ill rht! Code. The Botu·d or Manngcrs shull pt'l'l\•i<.lc Holicc cf the chmige w}111 Members.

(b) Th6 tl!ii:frcss of th<: principa l office <1f 1hc Crnnp;:111>' i11 the IJ11ik~(I St'atcs where rucord!; ure to be kepi or mad~ avai lab I~ under Section ! 0 l .50 I of ihe Code shal I be ns determined by the Bonni bf Managers. The 13oard of Managers may change i·he Company's p1focipr.! ol'lice in tl1c United States at tmy time 1..:pon notke to 01e M~~mbers. The Co:npuny shall keep m its reg1~te1·cd of;i;;G m1d mnke available lo a Member on rcosonabk 1"'.:;qucst 1he slrc~t Hcklre~s of the Co111pnny•s prindpal nnic0 in the Llni1ed Srn11!S.

2.4. T~J.!!1, The Cumpm~y will ~ontin11e uri1:11ermim11ed in accord<rnce with Article Xlll

2.5. PurnQ.~s.

Th<:: pllrpose lor which th<: Comrnny is orgnnizcd is for lhc development nnd operation of lhe Project Hnd1:,e 11·ansaction of nny and all lm.vliJI business ror which n.,~itcd !iabiliry companies mny h~ orgnnbmd under the Code.

2.6. l'owern. Suqje<'l to 11ny limil~1tions in this Agreement. the Compuny 11Hl~" exercis>:: the poweJ' to do any nnd all acts t'eHr;onably rel11tecl lo iis pw·pnl1es.

2. 7 Company Proper lj:'..

M All Co111pt11~y rrop<~rl)' :;hnll ho owncci 111 the nmnc of tho Cnrnpm1)1 nnd nol i11 1hc oun1e of uny M~mbtl'. No Mt~mber 01' AMsignt:c will huvc uny i11ten:s1 in sue:~ Co1npt111)~ propi..:!'ly-sull.'ly by ri::nso11 of the f\'lcmbcr's sta~us as u Member.

(b) The Board of tvbnag~rn shaH cause all funds ol' thi;: Compimy to be d(c.;pmritcl.l 01· inveslc-d in u11 nccmmt or accounts m the narnc of the Compa1~y. No fund~ other thnn 1·he funds of ~nc Cornpnny may be deposited 1he1·ein. Thn runds in such n<;<Jotmls slrnll be l1S~) d ~~>-.elusively lor tbt: business or the Colilpuny (i11ch1dl11g distribution~ to the Men·,be1 s) i1l~d m,1y be w;thdrnwn ouly by· persons approve<! by l11e l3oart~ of Managers.

COMPl\NY AOREEME::Nl" OF Cl'.'i't'tl tUO:i P1·:< '0.'l T 1·'.tt,, lff''.\I, LLC PAGE IS 5;111457, 'l/$P/3l0~2/ll1011091114

MR.243 CALCE01442 2.H, ~Q.!JJCtlL.lP Nlmissipn or Mli_nlb\!r~ . ffoch person executing !his Agreement co11se1~1s to the ndmission us memuer!-i in the Compflny all of the other pcr~on:-i whn itrc Mc.:mhc;:·~ ns of the tbtc SiH.:h pel'st11~ cxui.:t1lcs this Agre~menl.

l .9. §lllli.IS orMalli1!k,g,f!.,Q.(l~i. Members. l~xci::pt 115 otherwise p;·ovide!d by Ihis Agrccmc11(, C'! i1Ch Me.n<igo1· has the stratus, rights, nml obligl.lt'iom; o!' '' ::i111iuger il~ n limited J;11bllity compm1y ns sci lof'th in the Code, and cuch Mcmhcr ha~ the slHtl1s, rights. und 0!);igotiom1 ~11 a mcmbeJ' in a llmi11.:d l!nbility. c~ompany ·as set forth in tlte Code.

2.1 o: £grlificn~§:JL..Cll' Mcn·1bci:fil.'Un.lnter~i?J.?.· If provi<led by the Oonrd of Munngers. c.;ach M~rnb~r's 1\ll~'!tnbership lnt~rcst im1y be rcpl'escnter.I by ~) Ccrtil'icmc t')f Membership Interest. Em.::h ~m;h Certitica1e of Membership inrcl'esr1 if any, shall be numbc1·cc! "illl(t rcglsrc1·cd iP the 1·c.co1•ds ol' lhc Co:11pany as they am lssuecl, and shall be signed by two o!fo.::crs or the Comp.nny. The holder or <m)'

C'ertifo,;nte of Membership interest shall promptly noti'l'y the Company. ot' rmy loss 01· destruction \1r tht'. . cerlilka!c:, ~mcl !he Company ::;fwll cause;;, rep!ucemcnt ct:rllfo.:ut-e to be i);St1ed to th(:' holder upon receipt of satisfoc'l'ory' evidence M the loss, desll'uction . er ni:.irilotion or t!:c ccrti ficatc und satisfol:I ion c( otl!~i l'CU301lilblc Clil1ditio11s estabfo;f1ed by the Bomd or MtUl<lgCt'!::.

2.1 I. !j..Q.,~J.~t.1-1!..'!f...fa.u:tiiei:.s.bill· The Mljmb;::rs i11terni lhi1t the C.o~.,.!pm1y ill 1101" partnership rn joii1t ~'enlure, nnd thm no Maimger 01· Membei· is a 1~nrrner or a joint venturer ot' nny otlter Tvhinugcr or Memher, IC>r uriy pttrposG5 nthcr lh.un income: tu:.; purposes No provision of thi~ Agreement rn.1y be uon,sl t'tt..Jd to !')Lt!J.gcst othe1·wisc.

ARTICLE HI

C1.\.1°1TAL CONTIUUU'fJONS: CAPrTAL ACCOUl'\TS

3.1. .l11itinl C.apitit! Con'tribuli9pe. Each M~111bc1 ·s Initinl Cnpitul Con1ribi1ti<rn is ~cl forth on fl.xhthi1 A.

. 3.2. ·r.~liJ.i.QnaLJ&.i2itfilJ;_QDJ.ti!,.1l(})$'•.D9.· No Member shall be niquired to 111t1ke Adt.l itioual Cnpitnl Contribt1tio11s. No Member has the right or is pcrrnillcrl to mHkc any L~thcr Additionul C<1pilnl Cont·f'ibutions unless (a) lhe Board 01~ Managers approves such A~ld it ional Capihil Conll'ibulion aH1.1r notice to all Members ol'(i) lhe fllllounl ortbe Addltiom1J C~1pttnl Contribution to b{~ mode, (ii) ll11! effoct of' lhe. Additional Capitnl Contribution on each Membei"s Percent1.1ge lnl~rest, lmd (iii) olht:1' :;1otcdnl infonm\lion rclevnnt to the propo~d Additional Capital Co11u·ibu1ion. and (b) all Membel's Mc afforded on oppommity to p~trticipcJe Ill the /\dditionn! Cnpiltil ConlribHtint) m~cording to lhcit' 1·ch1tivc: Percentage I ntcrm:t~

J .3. CHpilal Atcounl~. Th(: CompMy :-;hull c!it!!bllsh H septtrnlc C:1pitnl ~\<;count for oa<.:h Member mid Assignr:c. Tilt• C.ttpiwl A~'.~Otmls shul! be n1~dnt~1i11cd acccmlitig [() !he provisions of Afilh!ndi~.

3.4. .tfil... Rir,hl, tQ Rcl,~t!' .(lf 01· in1c1·cs1 tm~~J!1J.tl..8££9..ll!.1l· No Member nuiy cle11Hind or 1t:Leiv<:: the return of It:; Capi1·;il Co11rriblltion or any portion of its C'crpilnl Account, cxr.cpl nR provided in (his Agrcemcnl and the Code. N..!ilher <WY Man<1gcr uur uny Mc:mbt:r lms m1y pcr:mmi! l:abtlity !Or 1:1\! r~~pny1"C:l11 oi' m1y Cupi:~il Co11triburions of any Mornbcr. NL1 iritercst will acr~ruc or be pEJi~I willl respect lO tltc Capitul C:o11lr1 bllti(>11S u1· Cupirul J\l'C{iUnl ol uny Member.

COl\WANY AGREEMeNT oi:- C1·:N'l l•Ht0.'< PK<:O!' 1'1m~11N1\I , LLC PAG!::7 lll,145T.11$PtJ30J210 J01/09111rl

MR.244 CALCE01443 :1 .5. .M~ru.ber L2an~. '1110 Compmiy· may bon·ow money from one or more Members lo lhc cxten1 the Bor.rcl of Mmwgcrs deems appror;·intc to the contluct of the; Company bus i nc~s on lcrms llrnt comply witb lhc 1·cquircme1H$ of Section S,S{b)[iii} (rclnting 10 related pnrty l1'H11S()Ctio11s) The wnount cfimy loim mmlc to the Comprn1y by n Member wi'l 1101 consti1~:tc u c~1pilal Contributwn or uthc:rwisl.! 11ffoc1 s11ch :vfom!Jer's Cnpitnl Account rn· tv.fembcr.-hip Jn len:sl.

ART1C'LE 1\t

l)ISTt~rnurmNS

1

1U.LOC/\ l'!ONR ANO

4.1. Allocnllbn ol' Profit or Loss. Compm1y prolits <rnd losses shall be dlocatctl nmong the MctTi b~rs :md Assignees in m:cord~mc~ wilh the provisicmi of AJ2Dendix f1, The Mi:mb~~r~ nre aw~re or the income t<~x conseque11ccs of t'.1e tl!iocationR nmdc by 1\1mc11di~ A and ag1·ee to be bound by the provisions or L\W.!ili.liflX J\ in rq,orting their :;hnrcs of Comp1111y incl)me ancl loss for incn111c ta;< purposes.

4.2. Qist~l;iuri ons Qf Disttib11tnbl.c Cosh ,

(<'\) 12xccpt ~s otherwise provid~cl in ~ecli21L!1.Z.f:..'21 (rdt11i og to di:;1l'ibt1lion!\ to pny laxes), Section 4.3 (relnting ln withho lding). S~ction 4.4 (rc:ltning tn limiu11lo11s Oil cllstrihutirn1!i), or Secti<m 1J.4 (r·~J<1ling lo l i q~1idating distributions), Distribitlnblc C:isl1 shuil be distributed lo th~ Me111be1·s os lbllows:

(i) l'irn!, to CAM !i1 payment of lhe CAM Preferred Return until lhe CAM Pt'clcfrcd Return Bnlancc has b0cn t·cdu<:cd t() ~.crn;

lli) hexl, to CAM in puyment of ('1\M·s Cnpitul Contribution llntil lit~: C/\M Capital Contribution Bnlm1cc hai4 been rccluc~d to 'Zt:l'Oi nnd

(iil) linai!y, to the Mtm1bcJ'!l aceur<.llng w thci1· Pt~ f·ccmug~ Interests. The 13onrd . ofMnnagcrs 111ny providt! lbr ~ rccl:ird date with respect lo distribuLfons.

(b) 'f'o lhl:' i;xtent the BotJrd or M~inagers de1ern1ines lhul imy !VlcrnlH:l' ()!' t\~:iignce has nn unfonded Hi:-. Iiohility U!'i u re~ull of alloc.:ations or C'ompnny !ux ii ems for nny 1M• year, then. to the cxtcn~ the Company lrns flmds legully 11vuih1b!e l'cll' the pnyment ol' cligtributions to Members, the 11txird of ~..fonagcrs sl1111! mnkc:: a spcc.:inl tflx di~tl'ibu t ion ;o ;111 su1..:h Membi.:r~ and ./\ssignt;:c:; rwu :·~1111 :iccordhig to their relative t1nfi.1nded lilx linbilities in the mi11lrnum mr1ot:n1 ncccss1wy to p~1y ;ln)' slt'~h 11111'u 1\clcd lll'I li1.1bilitie1>. For t:1'.s purpose. o Mcrnt/e1· or /\ssigni:c i:i dl!cmed to huv~ on unltJ111.lcd t~l< liability for a li.1:-< yer.r to th\'! extent (i) the crnnulative nmo~1J1l 1jistribulct: lt' the MfJmbcr or Assigncl.:.'. tmi.Je;· Section 4.2(a'j 1mcl advanced Lo 11tc Mcr1bcl' or Assignee Lmder this ~~Qn 1.2(b.} (and 1101 previously r~covori!<l) !'rum the i::ception of the Cornpany rhrough the end cl' the such tax ycHr exceeds (ii) rhc Mcmhcr~s 0 1· Assignec·s hlx linbility -.vith respect to such lvlcmber's· or Assignec~'s cumulutlv~ ullocabb !ihore or Compmiy tu,'\ i:erns fo1· all pol'iods frcm the inception of the Compc111y through the end of such tax yc~u'. Unless the 'Bean:! ol'Mnnugers determines 01!1envise, the tt1.xcs clue for cnch Member and Assignt.?C shnll be ~alcttlated by uss1.1111i11g that lhe Mcmbe1 or Assignee is an indiviclltfll taxed nt the highest lH:-: mtc app1icable lo the type of income involved. J\ny such tax distrijution slwll, !'C1 the ext.en! it cxce~d s tl~e llrYll>ltnl ~he Membci' or Assigi!e<: \\\11t.ld otherwiso be cnli tkd w receiw under s~~1.:1icm 4.:2{n,l, he tri::ti;ed as nn advm1cc i:gai 11st~ und slmlt be 1\:cMc1·cd froni. 1unnu111s .subseque11rl)· di.:;tribumb:e umlcr ~ctio.u 4.2(a). No interest shall be chmgccl on :my st1d1 t<ix dis1ribt:1inns, <H1d 110 Mcmbel' lll' A:-1:;igm.·~ ~h·tll £i·1· pe1·:;onnJly lit1\)lt~ i\)(' thl.! rCpll)'fllClll to lh c (\1111prn1y l)J' lh1.: fVl<:mburs ot' l~ ny ~llCh l<1X dtS~rib1.1tiu11. r•1c

COMPANY AGREJ;ME:NT OF CJ.:N't\IHJON P~:cos T1:10 llMI. j ,i ,c PAGE8 521 1411t.1/SP/33'>.l;<IOto l/U01'1 l ~

MR.245 CALCE01444 l3oard of M~mngcrs may mnkc i;pcciol rnx diMribulions during 1he !,ix year in ac;.\Ol'<hmt:c with lht~ princirlcs of' this Section 4.2(hl to lhc 1::-.:lcnl nc.:cssmy to 1\md puyn1enl!i by M1:mbcrs cmd Assignees ol' mil i milted 101x pnymontb.

4.3. Wi!JJ.hglding. The C~ltnpuny sm1l1 w1thhokl from distributio n ~~. or p1;1y on bchnl I nf i1 Member 01' Assignee, all ClmOlll11S' lhHl t~iC Bonrd ::ii' rvh1m1t;crs d1.Jlcrn11nes \he C4omp~1ny i.s 1cquir~d lo wiliihn!d 01· pt1)' on hehnlr of sllch pen;on (induding fcdi:rnl And ~t,Jh: >:c.:oin<.' tu.I\ wilhholding) , All. amou;1ts Sl\ witlthdtl ·from cii::itributions are deemed to hnve bec11 distriblltecl 10 th~ person othc·,wisc entitled t<> 1·ecdve the timounl so withheld. Tci the extent un am\1,ml ili paid l>y ,he: Co111pn11y·on behall'ol' ·a Member or Assig1\ec but nol withheld from a clistriblttion, the amou111 1n1icl con:-;titutc~ 11 1001~ to such Memb~r or Assig1lee. Such loan beat·s inlerf.ll\ <11 lhe Index Rt11" a11d is rnpay~1blc~ on dernanci or. t'l the electinu of the Board or Mmrnge1·s, ls 1·epnyuble out ol' distributlons tn which such Memb·~r 01· As!:ilgncc wou1~1 othl~rwise be entitled.

4.4. U111itnti(l11 ·oi' Distribution~.

· (n) The C.\H1Jj1m ·y may 11ol 11n1ke o clb:l'ribul'i:m lo <1 Member m· As5ignr.c if il wo-:ld 1cndcr lhc C,-:impnny insolwnl. dc1cl'mincd in nccorclanl:c wilh Sc\;tion 101.206or1l1c l'mk. A Mc111''>c1 or i\ssi~llC(I who l'l.'!l!eivcs n uistribution in violoti~·ll o!' St::.!ion 1Ol.206 DI the Code is 1101 rcqui1\.'d lo rctum lh·~ cJislrib~ttion CXt;<.:pt ru; required in s~clion I() 1..206 of the C0ctc,

· · ·(b) The Mc1i1bers shuP look sGlcly lo lhc 11ss~ls of the Comprn1y !'or ~my distribution$, including li<Juici[iting dhmlbulions. Ir the ussets ol' the Company remaining utlc!· the rmymcnt or discharge. or the provision for pay111en1 or dischargc1 of lhe Compitn)1 linbt:itics :ire insuffici'ent to in~1ke any distribut1m1s, n<> Mcmb<;;1· h~s ~my recou1·sc ogainsl thc scp111·11tc 11;;sets or n11y 01hc1· Member.

4.5. lio Rig.ht to Partition :w Dis1ributjo.o~ ill ](JQQ.. No Membci- lta;; Oil)' right, nnd wuiv~s .:m)"

right'l hal it might "therwise hnve, to couse nny Compa11y proper~y to be p~1r~iti<1nctl und/or dislribt1lcd in kh1d, E·:\CCpt. us provided in Section l JA!.!.D (rduting. to liqiiidaung dis1;ib:..!tir.ns), lhe Compnny m~y not nwke uny distrib~aio11s iu kind.

4;6. .!Wco.yer;,.;_cil~.ruJ.§.Jlli;1db1.1liomi. .If the Company hrs, purswml l~> lll'Y clcnr nnd imtnifosl m:t:'ounting ot' similar errnr, diS:tributcd to ::t!1)' Member un nmm:nl in excess o!' the mnmml. to which lhe Member is entitled put'sunnt to this ,6,grcemtnt 1 the Member shnl! reimburse the Co111rnny ln the l!)l!enl or such excess, without interest/ Wlihln JO days aner dcmrn'd by tl1e Cor:1pony

AH.TiCLE V

l\'f/\NAGEMF.NT~ ACTrVfflES Of MANAGF.RS AND MEMl3f.RS

5.1. Manags.me11l und Control o!'Comm111y (~us inc~s .

(a) Subjec.:I \ti ihe Jimilatiuns sel '.hrllt in thi:> Agn:1:rnc11l, tl 1 1~ Fhnin.I ol' Managers has t~Xclt:!dve mnhol'ily lo manuge und co11duct the Compuny's business. The 13oard of Managers sh,)11 do ull thir1gs approprl~1te to carry out the Compuny"s purpose and tJ1c.; t1•;1ns11t.:lionll 1.:1111tc111plntcd ty this Agreement. Except .-i~ otherwise prov1c:cd ill this Agreemenl, nl l uclioris thut the l30<1rd ol' M1.Hrngcrs mny lake <md (ti! clr.\crmin<ltions th~;t thi:: f3outd of M;.mngcrli may make purnrnml 10 \his 1\~n;c111cn1 riu1y be IHkcn <111cl mode lr: Ilic: ubsolulc cliscn:l\on of{hc i3ourc~ or Ma11ngc1·~.

COMPANY AGfteSMUNT Of' C!?.Nl'\:ltlON PJ·:('o:.: Ttm1\lf/i>,\J, l1LC e2114M.1/SPl~~032/0~ 01/001 1 1~

MR.246 CALCE01445

(b) ·!:'.txcept us pl'OVided in S&.filions &~5(n} (reh1ting lo tax molters), the Mcmbcm; mny· l1ot take purl in the mtmagemenl or control ol' the Company business er bind the Comrmny in their cap~Jcily a:; Members. The Members shall not have the right lo vote 01 otherwise co'1set1l ur withhold 1.:0i1SCl't 10 i:ln)' klctionS taken by the l3t1Ul'd of \ll:i1~uge;1•s ~XCCj)t wilh fCSj).!CI lo SLtCh liillltCI"$ tlS UI'~ <;.)(pre~sly ~!nted In ;h1,') Agree111e11t.

5.2. . &.~i~m1tio_11,· R~mgval, and R~ruru;£ment ol Mnml'J&r~.

(H) JTu.?.jgnulion.. J\ny Mu1rnge1· mny l'esign ns n 111:111nger of the Compnny upon notice lo :'Ill M~mbc1'<>, which resignation shall be cl'fcc~ive im1ncdiHt'cly 11pon delivery of such notice. A Manager is deemed 10 have resigned ns ti mn111;gc1· ffi' the.: Comr>any cffoc1ivcly. imml.ldralviy uron 1hc lollowing eve!1l!I:

(i) U11)i· CVe111 ~pccdkd l :1 Section 153.l.55(l1)(4) or Scct1011 15:3.155(n)(5) oJ'

the Code (relating to bankrnptcy Oi' insolvt:n~r pn.)cei::dingg with rc!!p1.;c1 lu <t gcntmd pnrlrn.::'), tlpplicd as if the Manager ·were u gcncl"fii pttrtncr;

(ii) it the Man:igcr i$ un individuul, the Mnnug~r!s dculh~ the uppointm1.:11t of a gtw.rclinh or g<::m~rnl consc.rvuto1· lor the Manager, or ii judici.tl dctcmmnnlion Ihm !hi.' Munnt;cr is inc~'pable of performing the Manag~r·s duties u11der Ille Agr~emi;;nt; nr

(iii)· if the Manager is an cutity, the tel'minat1on ol'-lhe Mnn11ge1"s ex1slence 01· ~usp\!t1:;!otr ofillc Mrtnagor's right tQ do business.

A. resignntion pursllimt Lo para~rnph (\[) ts nol :i vioh11i<1n or this ~tion 5.2<ill, w.:ovid!id the estate 01 persor:nf representative ot· other mi!hCH'i1.ed pcl'S(l r~ pmvidcs Mlice of the dee111ed rc:;ig110Uon Wilhi11 90 d~1ys alh~t the eve11r giving rise t·o the deemed rcsignntion.

(b) Removal.

(i) B_c111ovnl lbr _!'.:nttsc. Any MMugcr rrrny be ren1ovcd r-ts mnnnge1 ol'lhe Cotiipany upon thc·affirmativc vole of one or more Mcmb~r!) ownhg collectively nf least 75% ol the Pcn;c11le1gc lntcrcs!s ir lh~i·c ($ c11u'lc for rcmwat LL'i spccil'iec: ii~ Scc:lion 5.2(Q).(ii} Hnc:I the Comµanv 1-ws 1'00c:ived u writ1cn oninion of cmm~el 111<1!'

(!3) 1hc rcmov<1f of tbc Me111::igcr is not prohibited i.1ndcr ;:ny Imm .1grccrnc111s, i.:ot1trnc1~. or olh1;;1· applicabk! legal req~~ircml:!nt::.

(ii) Oeli111~io11 of' Cnusq. Cm1Sc ior 1·omovnl exists only if' one or 11101·t· ol' the fo ])owing c<,lldiiiom. has occt1r1·~d:

(A) there has been a clwngc in Control or'1;1c t\ifanagcr;

(13) tht: Mimngc1· hns t.:!ngnged in wrong ru: C(lnd\11.!l d~scribtid in Ssl.;tion 6.J(a) thm advl.)r.sdy nnd materia lly nffoctcd th<.' Company business or tne Mqmbcr.s:

COMPANY AG~E:EMENT OF Cl~"ffl IJUON fll~C<Jll Tt:Hil!IN,~ 1, I ,I .C !1:.?1 ~t1G7. "SP/33032/Q10110l1111~

MR.247 CALCE01446

(C) except as permitted hy this Agrc(;111cn1 , the Mnm1gcr lwr (n;gugi.:d i:1· i,;ondtl::.:I rc!llllng to the Compan)' L~m1 i11 .:ss !·;ill l!us ni:ide It nol rcwm11ubly pni::tii.:ab!<: 111 cnn·y on the Cotnp<llly '.-n1si11i.!s'l wilh the Ma11:i~c1· ;

(D) the M;1m1gcr or fln Al"liliate ol' the Munuger has beeti convic;tud uJ' n folony; oi'

(G'J a lim1I jmlg::H:!ni or n court ol' \!ompc1enl jLtrisdiction h11s been c11lcred that the M:inng~1"s remov~l is neccsst11·y to comply with any requii·cmcnls, conditions. or guicl<::llncs contain~d :,, uny opinion, directive, ordc1" roling, or re~ubtion of' fl l l)' ledernJ or stnlt: ug~ncy 0 1 .!,;diciul Hlllhority or conlm11cd in ~my. fcdcrnl or SlHIC sl'!tute; or

(l') the Mm1ngcr commits a mmerial b1·ench or any rn1vi:1fon or this J\grc\;mcnl, which hl'ench i.s not cured within 30 <h:ys of notice thereof.

: 5.J Elect ion or RW<J£!llil.fill!...!Ylamiget If the MMagcr resigns o:· is rcmovec! :-is ihc mu:iager of the Company,, within 90 dflys following such resignation (>r r1::1novnl u Mqjority-in-incrcs! mny c:ecl l:l replncetnent Man<lger of tbe Compnrw elleclive ns or the- dote 01·· the former Mi:!nllg'7r's re~ignolioo or t'Cmuvul. The mp](Jccmcnt Mtmag•::r shHll l'ilc miy rcc1ulrccl omendments lo lhis Agreement lo reflect tbe rcsignr.tion or removal •.)f the former Manager and lhl! clecltcn of the t-cp~Hcoment \.fonugcr. 11· lhl:l Mcmbm-s fail lo clcc l a rcpluccmenl Marmgcr within 90 d•1ys J·ollowlng the 1"C:signal:on or rcmovn l of 1hc f'onncr Ma·11:1gcr, the Compmt)' shall b"~ woW11,l·i.1p ~ii.:cvnl i ng tu f\rli1,.k Xll !.

5.4. Actions ur .he 13oo1'd oiJv1ona~..Cl'S.

(a) . l!X1,;c1)~ ~is ;-;el lorlb herein, mc\!tings o:~ the Bonrd of Mnnugc!'S shall be held in any rn;inrit:r ;lllo\\red by Uie Acl, inclu~lln g by mcims of 1.:on!'crence lclephonc or sim ilor cnmmunicnlion equipt11cnt :1· each Mnnngcr pm-ticiputin~ in rl!c n1eet:ng cnn henr iind be !~etml by tilt olltel' rvlmrngcr.s part icipating in lhe meeting.

(b) For pw'j)oscs of esrnhlii;hing. .a qu<ll'llm nl a11y Sltcli meeting oi' 1he Uor:rd or Mnnngers; it is necessary thf.t all Mnnagcrs uppoirtt·ed by. the Members be present

(e) AJ?provnl by lilt> unanimous vote or written consent of the Mm1agers slrnlt be rcqui1ed l0 ap1wovc any action by the Board of Managers. In the event nn ;iction i~ t1pp1'<Wed by the BoMd of lVfotrngers, the Mmiagcr~, indtvldw1lly or ::olloctlvely, Rhull be authorized to carry out ~u:.;h <iction on belrnlf or l'J1e Com1~111y .

(d) J\ny i:1ctio11 of the 130.urd of YlMoge1·s to be mkcl': by wrillcn co11scJ1L must bo signed by nil of''thc Mrmagt~rs to be effective.

5.5. WD.1i.!.-1!.11ons on Board of Mmrnu.::rs' Authm. The Rourd oi' Mnnngcr~ m.1y not do ony of the following ui.;ts wi1hm111he approval oC:ill Members:

(n) knowingly do any <11·t in cun:rnvemion cl' this /\greemetll or, when i;cring nn b1;l111lf or the Compuny.. 1.:11g;.1i;e in, 01' tHt:s~ L)!' permil the Compmly hi e11gr1ge in. <l!iY tu.:tiv;ty !hut is not consistent wl1h the pL1rposes orthe C'ompuny;

C()MPANV AaREl:!MENT or: Cf.:»-t'HUll<l.~ Pl\cc1s ·1·1~ 1!<\lilll:\I, Ll.C PAGE 1'1 6?.11 ~S'l.11SP/~~03il/0101/01l 1114

MR.248 CALCE01447

(b) txi.:ept· ns olh~rwise provided in this Agn:eim:nt, k1w...vingly do ~m)' 11<.!t lhilt IV'irnld lrinke i i' ii11pos~iblo to c1.vry on !he Compnny busin.:!ss: or

(C) CH\ll;l~ l!iC CompllllY ({1 (i) l\Ot be lu>rnt,k l1S !l pt1rl 11cr$ilip r'or l'edcrnl 111:.:ome ta~ purposes, \lr (ii) take a pc1silion inconsislent with .such lreatmcnt.

'(d) cause the Cor11fla11y to (i) muke l.l gcnertd as.slg,11me11t li1r lht! be11clil orcmditor~.

{ii) ·me f-1' \loiuntnry b~111krnptcy petilio11, tJI' (iii) $ei..!k <111 oriJer for rel kl" o~· c.l~e l m•nti:m er it1soh1i:ncy in <i tedc1·ul or state bnnkruptcy 01· insolvency proceedi11g;

(c) file a pleading !lceking for the Company, m adn11ttirig or foiling w (:()nlest the malerh1I allegations or 11 petition filed by uny other person scekiug fo1· Ille Company. n proceedi11g or lhc typr.1 dc~cribed by suhpnrn~raph (d) immcdinl:;ily nbovc:

· (t) ·l!x.cepl ns provided In Article:: X!H, seek. con~~;nl In, or m:quicscc in th~ appoiilln1cnl of u trustee. receiver, er liqui1.k1tor ol' th.t! t:o111puny or ,)r ull or u ~ub~tantiul pa1'l uJ' lht: Cornpuny's p1'opcr1ics:

(g) ~m.1se tlm Company to issue flll)' Membership Jntcres! or udmit >my M~mb~r !ilhcr tlrnn pt1rsl1nnl to .S.£,;;.tip11..f,,~ or Article XI;

(!':) c:.lllse the Company lo lU.:qlJire .tny equity ()J' debl ~t:clil'itk::; or t:ny j\'fcmb1~!' ur uny Affiliiltc or n Mcmbc1., 01• ori1crwisc make lt~ans tt.11111y. Mc111l>;::f or My/.\ l'filiatc ol' a Member;

· O cause lhQ Company to Ol:quirc from t111y p'!rson uny eqt1il) ur debt ~~clir:!iei: or

1

;issets· oi" any corporntion,!imilt'tl li<tbiliLy compnny, part111!rship, association, busi,•ess, 1ir busincsi; division, whcthcl' by Sf()ck purc:h:isc, usset purch<1sc, cont1'i lilll lon, or other busine!ls · combi11111 i011 (i;:xr.:luding investments <md "ssl':t acquisitions in the orcHm1ry ccimse of lhc Compnny';s bi1!iinoss m1d rrtwstwtions cont~mplnted by this /\g!'ecment);

. . (j) ci:rnse the Company i.C> part iciput~ i:; m1y merger, consol ioat'ion, lrunsfor, continuMce, or conve1·sion of the Compuny with 01· rnto any c1thcl' pcrnott:

(k~ cwse the Company lo pa1'tkipi:itc in any 1·co1·gimiznt'ion in which Membership !merest": 11rc exchungecl fo,· or ccin vcncd i::tn Ci.\Sh. securi!1c!:: ol nny nth~r f)l!rscw1. m othc1· prnpcr;y; or

(lj sell or orherwise di~;posi.: of u: J or· substt:ntinlly nll of lh~ Cw1~pt'l11y properly, except in e1mncc1inn with winding np lhe Comp~tn)' us permitled in 1hi:o; f\gr~<;1m:11l.

(u) The Board nf Mmrngcrs may 1)Ull5C the Compnny u:i hire such cmp loycc!S und ag:.:l'lls ms the Boi1rcl of J'vlam1g~rs dee.·ms t.tppropriHlt: IO; the C:Ol'IC:tlCl or th~' Compnny's.business.

(b) The Benni or Mtlr1iJgcrs lllclj' CS\ubfo;:~ t1rficc:; ;111•.: •IPfXlil11 officers 1~r the Compmly, Mcl mny clckgatc to sLtch olfo..:cns uny ol' its· 1.1~1thonly lwrei.tnckr. as ihc Bomd or Murmgcrs deems upprn11ri;:te. The 0Hicers m;iy be Hppointl"<I for suclt terms ~111d muy cxci·cise such powc1·s and au'.honty and perform sL1ch cli11ies as detcrmin~d by th~ Born'd l)f M~uw~er. An ol1kc1 need not be !I Member lll' th<:l Comp11ny. Any two or more ol'iiccs may be IH;'id by the SH!1l(:; pt~r~on. An ol'lkcr nmy be removed. with m without cuuse, Ht nny lime by lhc 13uurd cif Munugers. l~t1clt r;Jliccr 1vi II hold (}(lice

COMPANY AGf~EEMENT OF (; ~'.N'l'ltlUOi\' l't-:CO~ 'l'Ell,\l INAt, l.LG PAGE 12 $2114G7 .11SPl,30~2/C 1 ~1/0'1114

MR.249 CALCE01448 unlit his ;;ucccssrn· i~ cho~cn tmd is qim litied in his s~eud, or u 1~t:1 1 1is death, 1-csignudrn1. Of removal frorn ol'Jice. A11y vnccmcy in ~111 otfo.:e bccnusc of clc.:llh, resignation, removal. or otherwise: moy be lilied by n pcr:ln11 iippointccl by the Bo:1rd nl" 1Vhm<1gers. As• :.)mccr is !-!ubject to the stimc :>tnnd~nls of condw;t us Apply lo u i'vlum1g1~1· as de~<.:ribed ir1 Sec:jon 5.9.

5,7. Reliance.. Persons dealing with the Company n•ny rely co11dusiv11ly 011 the uuthori1y or th~ Bom·d of Mum1gt:rs m; ~li!l for~!; 1r. this Agn:rn1cnl. l!vct)' do .'11ment ::xec~11t:d by tiny M<mugcr wlih

1

rcsp~l to any b11sincss OI' property or the Climpnny is conclusive ..:vk;cncc in lhvor ~,r Ul1)' person relying 01; 1hc doc11mcr.t lfo1l (a) ii1 the lime or the cxcu.itlon <rnd clclivory of the docunient lhis Agrct~nw1ll wa~ .:tYecli vi.:,, (t·1) fhe docum1:nt w11s ext•culcd :n uccordnncc with this /\gl'cc111cn1 ano is binding on the Company. and (c) U1e Manager was authorized l\l exei.:uic und deliver the doct1111t•1:1 ti11 behalf ()f the Company.

5:8 . ~ompenfil!ticn aJ1d Cxpet1!!es of Membets ~mdMannM.11!. Members and :Vfonagers arc nnf ~:nd :led lo any :mlary, !Ce, or other remunerntioll (other thnn dis.lri bu lions with res~·.::\ t<: th~ Member's l\·1cmhcrship Interest) f1;r providing pro1)~rty or $ervkcs or (;fhcl' considi.!•'iltio11 10 01· fo1· 1hc benefit 1;1l' the Co01pmiy in 1hei1· i:npac!ty :ls u ~v1c 1t1 bt!r 0 1 ~v1mrnge1, c1<<;0pt that each f\lhmagcr is cnti· le<l to rcimb;lfSt~mcnl from lhc Cnmp;rny for 1ensom1blc \)lll·O f-rot:k~l :.:xpe11~cs paid or incurred on behal f' or lhi: Company, im:lwding rcusonablc dinrgcs !t.1r ~crv1ces pr<1vitled by employees or the Manugcl' ~•nd ovc!'11eud expenses. The Cnrip1my i;h~1 1l pny ::ill O\tl-d~ pod~c t l'OSl~ im:.llrrcd in or;;imi7.mg the C01np•1ny, This Section 5.8 does no• limit or e11IHrge n Munllgcr's or u Menib1::r's dghts l0 liubili\)' prr1ti.'?tlion or indemnilicntil>li under Arlicl~-YL find doc:; not limit lh·.: Compi<ny's ability to ent~r in10 l rHnsw.~tio11s wilh Memb~rs in their cc.pnc i ti~s ocher 1han as Mcm.Jcrs in accordnncc wilh Section 5 9(ii i).

5.9. Stanch.1i·ds ofNlanagcr anc Membc1• Condt1ct.

(n) . Lu...~nersil. The Oonrd or Managers shall manage nnd conduct· the Co111pHny·s business good fnilh and in a manner the Mnnni:;ers reasonably believe m be 1n the Companis best 111

interc.ist. /\ M<1nager docs not vioh11e this Section 5.8fa) •.1n less the M1:1nog1~r engngeR In conduct desclibed in ~ection 6.:lli!,l (relnting to improper condui;;t).

{i) Each Managel' shall <le~tole to the Co111ptmy1:; uCfoirs only such lime nnd ;·esourccs n~ the Mtinugct deems necessary for lhe conclttcl nnd winding up ril' !ht\ Cmnp1my bl1siness.

(ii) E:\ccp1 m; pnwidi.:cl herein, the Mrniagcr:i tilld Memhcrs or 1hcir /\s~i gn~c~ may engr.:g_e in 01· h~we <111 in tere:il in other :ms i ncss v~n1urcs o ~· i.:v~ry lltli u1\: und di:-s1:1ipli u.-;. :r;dcpcndcnt ly or with others, including 1he owncri;hip n11d operation o!' busi ncs~;~s slntilar to 01· in competition Wit~!. cli1cclly ur illdireclly. !'he Compm1y, and ndLher the Company ~ Jor uny Mcmhl~I' 01 ;\.ssignct: lrns, ~olt!ly irn n ro::su l, uC:iuc.:h pctson's interest i11 !he Co11:FHll)'. imy ri!;1'1t 1\1 ~icqL1ire any rights in or to uny s~1ch \)th~r busi ness venture or to 'th~ income or profits de:ivcd 1i'Q"1 n11y such othc!' busint!ss venture. A Mi:magef or Member or Assignee lws no duly to clisc!osc n•1y. ~11ch similM or t!on1peti11g bttsines~ VC!nture to lhe Compm1y Cl!' uny Member or Assignee. or lo offer lo the Co1111n·(11y or <111y Mcmbel' or Assignel.? ~rny- pl'iol' opportunity to u1.:q~1irt~ 4111 intcl'ellt in such oth~r b~1si11<.;iil1 vcnlL1:·c,

corfiPANY AoREeMi:Nr oF c~N 1111uoN P1:(·os Tt·:Hi\rnv.1. :.. Le o?.11illJ7,1/SPi33031101P1/0&1114

MR.250 CALCE01449

(iii) JS-£latesLJ~~r1·g!1sactinns. l::~cept ns otherwis~ provltled in this Agn::en!cnt, I.he Rcmrd of Manl;lgcrs, when acting on bch~lf or lhc Con1pa11y, may purchu~c prnp;wly from, sell propc11y tv. or o\h\:rwisc den! will1 any Manager, Member, or Assigiic1::. acting on its own behr.U·: ot· any Al1ili,1te \.I!' uny Munuger. Memb~r. or /-\:;si~n~~e. but uny sm:h transnclion shall be on terms that ore no less fovornblc to lhc Company thtrn it' the ttunsm;lion hucl beer. entered into wilh .an indcpcnJcnl :h:n.l pnrty. No provision oi" this Agrc.:mcnt rc·quires· disdosimz or uny \;'ti:1suct ion ~o, and npprovc:l nf l ht~ \t'l:.l:~!mclion by, nny di11inicres1ecl governing persons ol' th~ Conwnny. 0 1· th~ tvle111bers u.s provided i11 Section I(); -2.S5 of the Code.

ARTrCLfo: VI

LlA.BlLJTY ANO I ND~MNlJi'lCATJON

6.1. Limit:ition of Liability. No M~mbcr or Mam1ger i::; linble for uny de.bis, oblig•ition~. 01 Jiubtillies of the Compnny. Sul~j <::ct to Sec1io11 6. 3. nn l11demniiit::cl Person is nol liable to the Coin puny w· nny Nher lndemni!iecl Person tbr nny Da111:1ges nl'ising from any Proceeding 1·clnting 10 the tol'lduc\ of th~ Compnny's bl:sincss 1x refuting to ~my net or om ission by the Indemnified Pers•.m. includin~ any !!Cl or omission ClmSti1llting negligence, within the scope or lhc l nd~~;;111i l'icd Pcrsnn's auth111 ity in the ~m1rs~ or the Comp~1;~y's business, or for 11ny misco11duct or n1::gll~~11c.:~ 011 the pa~·t uf' an.Y othct· person who is M employee O!' agent nf the Co111pnny.

6.2. li1demolfl.catigri by CQ1J1P~1!l.Y'.· To rt~c ll!llcsl extem permitt~d by c1pplicuble lnw :md stibject to :~.~li.Qu..§.,_J,, the Company indemni fies imd holds !u1r:dcss eHch lndemnlficcl Person from and agarnst any Damages arising from nny Pl'Oceeding l'~lriting to the conduct cf tile Company's business 01· IO uny ~1..t o;: omission n.y such lndemni!ied Person, Including uny ac;L m- 1m1i:'lskin cnn::ti1utin~ neglig\:\ncc_ wl1hi11 l'hC scope of t!ic lndl'mnll1ccl r•crson')) aui~ority in the COlll"St! or .!:c Compn11y''.; \':11si ne:ix or· for nny miscon<!uct m negligence nn 1·he pMI or i111y other person 1h11l i.s 1111 ':mploy~t: lW agent of Jhe Company. An lndemni fiecl Pei·son '!; expcnHcs paid nr incurred in dcfcncling it!lcl r ngd nst any Prot.>:ccling shrill be reimbur:.t·d u::. paid •.: r in~urred . 'l'ht right to imh::mnilicalkir: t.lmforred in 1h i~ Aili_clc VI is not e-"'cl usivc ot' 1111y othc1· 1·iglH that any pe:1·so11 1m1y h11vc 01· hcrcalk t acqun·c ur:cl~1· an)' sfututl.!, · ~·l~treemc!ll, vote or Member~. l) I' otl11!rWJS\.!.

(<1) "J'hls A;'tii,;le VJ docii 11ot opc1~.itc 10 lli11lt linDllit)' ~11· m indem11iJ)1 a rers~rn to th(.:

ex1e111 Llie pl.!rso11 is found liahk pt11'!HHll1l to a li11al judgment 01'~1 court of c:o111ptlcnljt1risdic.:ti<11' t(w:

(i) an m:t 01' omis~ion th«l involves gr\ls!'.> ncglig;;ncc. i11lclllio1ml 111isc1.1mlut:t.

tW u knowing viol111wn of l;1w.:

(ii) <1 trmU:fol' Ol' ~\liemptt>:.l l1'<ll1Sf~1· oj 1.tl1 ()I' ti )X>l'l iOll of ti fvlt;Olbernli1p hllCl'cSl in Prohibited Trnnsl'cr. iii iVlanagcr•s resignation in violation ol' Section 5.2(u}, tl ~1 r u l'vlembcr c1.;u~ing to be i1 !Vhm1b~r in vio:11ti1.1n l1t'kQ!J.M..l.2J.UU;

(iii) H will ful or reckless nrntc1'iol ti1·ench of ~!1is /\ercc111cn1 oi· nny other agr~cment rc!nting to the Com!)fmy's business; nr

(iv) ;..in act or omission for \vhich indemniflcation i:; prnhib 1 ~ed by law.

CciMr>ANY AGRI:l?f"lleNT or- Cl,i'i·rvmo.'I Pl:( ·os 'fl·;in11rt,\ 1.. LL(' PACE: ·14 4211G47. 1iS?/:l~C)l~/0101/0$1i1A

MR.251 CALCE01450

(b) Nu rmwision or t his Ag1'Cc:mc·1f rcqui1·cs the Compm1y lo p<lY OJ' i1icur a11i mnount for 1vhich in~:cmnilkm ion i:; not pcnnittct.l under thi:- /u~iclc Vl.

{cl Any payments mndc to (11" on behaH' t1f <I pdJ'son wl1c i!.' litl~r dctem1ined 1101 to b(· ·onlitled to SllCh payment~ sh;.d l he 1·cp1.1id by the person lo the Co111pnnv. The Cnmppny may rcquin:, ns ~' C(J1H.tit:o11 to the pnymr::nt tit nny ttrnoont~ p~1 rsuunt t<.1 ~&\.[Qn..2t2. thut lh~i Indcmnilled Pe~on prnvh.le to the Cl)mpany (i) a written al'firma1io11 by the f11dcrnnificd Pcrsl1n ()rthc pe.rson's good fllith beiief l hHI the pcnmn hns met the stundard ol' conduct necessm~· for ind1;mni!icaiion uncle!' t·his Sccti-011; nnd (ii) u written undcrtuking by or on bchalf·of'thc lnde:nnilii:d Person to rcp;·1y the ~imount paid 1w rdmburscd if lhe person has not met thnt standnrd 0r i1·iudem11ilic~Hi~1n ill ntherwisc prohibited by law.

6.4. f nstm11~cc. Tht: CompMy muy mr.inlain in:nin111i.:i.: lo prot~c1 1:1ny per\i~m ug1)i11st ttny cxpc11!-1C, li•1hi lity. or foss .. whelh~r 01· not the Conip~ny would lrnv~ th<.> pc1wc1· to indemnil'v snch 1jc1·.son n1,wi11st· such e?ipen:;e, liability, or loss u11dc1· the Code.

6.5. $lll'vivi.1!. The indc111nitk::; pmvidcd lh l' in this i\gr1;<:111crn SW'\'JVt: thi.:: lr£\11l>l~r or WI h1dcnmified Pot'!\<lli'S Membership lntc1i::~1. the {Cl'll'lin111iot1 or t' ~c ~rsc:n·s SllltllS as u Mcmhcr ~')J' otlt~ 1· slalus giving: rise to clo!.>silicncion as un lndeinniliec: i>erson. trncl the: 1~~rminn1.nn of th:s Agr~ement t1nd the C.:0111pa11y,

ARTICLE VU

tlOOKS AND RttCORDS; lU~PORTS 7.1. .[vlninLcmmcc of and Access 1:0 Books and R~•!ord:;. ' l'h..' Compony sltnJI m11inl11in ~uch bo~)ks ·and 1·ecords regnrcling ih~ Cu1i1p1my's business ~tnd propertir,;s as is 1·cmi1.111al>k, mdudmg utl brn!k~ ttrtd 1-cccw<lfl required under the Corle. Euch Member shnl l lmvc 11c1.:css thereto during ordinary business lmms tc; tht.! ~Nlenl !l'id untie;· the crrncHtio11s pmviclctl in the Code.

7.2. f!M~.<Jl..'(c:rn;. The ·co111p<1:1y ~lrn:J udopt the calcnda1· )1car as its fiscal ycc:r for linmit;h\1 uncl ln:< occotmtit'ig purposes (such fiscal ye~ir ()f'lhc Ct)tnpuny b:;:ii1g rcl'errc<l lo ml the "Fi~911I Ycitr4')

· '7.3. foim1rrcial m'ld Operntinp, '.lcl1orts. /\s soon as prnctic11ble nftcr rile end of each l"'isc(1l Year, but in ~111y event nnl lal'e1· than 90 d~1y~ <i!kr lh~ cn<.l or th~ Fi!icitl Yc:ur, lhe l3~Hu'<l or Mt1nagcrs :;!mil <.l1;1 liver lo e••ch Member im unmml JCpMl conwining the folim·vini;:

(ci) C<v::p11n)1 bulance sheet m; ol' 1he end of <\llch Fis1:u! Yem·, ;mc.l Compnny <I

stlllemcnls or income. cash l'lows, i.111cl drnngl:s i·: Membc.;r!'>· equity. for sue-Ii r•'iscnl Yeiw. e<1ch in 1-e:iso1rnble dcl<li l and prcpflt't!(; occording 1.0 U:1i1ed Stmes generLt ll y ncn:ptcd uccmmting principles:

(l:) a gcncrnJ description of' tt1c Co111p<111y's u1.:tivirie:~ dming such Fiscal Year, indt1tling ,l deSC!'iplion Of !he <lf110U11l i!lld Cll'~lllll:llnnCr.~ OJ' nny indemniticnfiOJ'l pgymCnlS puid Cit' n~t1uested pL1rsuant to &£lion 6.2, n dosc:·iption of nny 111nlcl'ial lnsurn1H;t: ol'l.tl1~ 01· t·c>:ovc:·ies dul'lng the fisc!ll q11nrtcr1 irntl n dcscl'iption ol'm'I)' Prncecdi11gs involving th~~ Compnny; um;

{(") (I ~U1te111i::nt or chungi.::s in tliC~ f\'lt~mbt~r'~: Cupilul .l\<,:count (llhi.lW il1g Lhc l1ulunce in

1hc :\lh:m1h1;r':1 Cnpltul Accou:1 1 ns or the bcginn 1'.1g of' the J'i::;c~il Year, eontl'ihutio1is u:• dbi1·il'nll iuns drn·ing lh~ year, ulkJculions 0:1 profits a11d losses du:·ing lh<.: yc:ar. any othc:: <1djust01cnls lu Lhc Capita! Account bolanccs during the Y!:.!HI'., <tnd :he bul1111cc in the Copit:il /\.C~)llnl i\S or tht: elld or the )'~<t r).

COMPANY AGREEMENT OF Cl~N'rtJ;uoN 1'1;crn; 'l't:ll~Ui'k\l , Ll..C PAGE 15 6211467.1/Sl'/330321010110111114

MR.252 CALCE01451

(a) Nc1 Inter 1han lht• ~.lute (including ·c.l\tcn:sions) ,"or tilin~ tht:: Comp<1ny's !H~'i nwm1 with lhi.: Internal Rcvcnll<' 8e1·vkc: (;\:I''.~ 10()5), the Bt)Urd nrl\tl1111ngcr!> slw! I dcliwr l'.1 Cl1Ch pc1·~011 who wns 11 .'vtemlicJ or A~~ignec 01 uny time during the p~~rloJ coven~<! by tl:c rctum ull inforrn~1ti1.m m:~cssn r.Y l'or the prepnrntion of .:ilWh pe1·:;011's Un!tccl Sl<tlcs fodcrnl im:o111c la.x rc'IUr:~s, including a Form I 065 Schedule K-1 (ifnpplicoblc).

(li) Upon ·:he w1·1tten request ol any Membo1· 01· As:>igne<:. th~ Bonn.l M Mui~ag~rN ~hall delivcl' to such person· inform<1t'ior1neces~rn1·y lht· the preparn1ion of' My tax ren1 rns thm mus: be liled by s~1ch per~on, including information 1 1ec~ssrn·y for cstirnnting uncl pr.yi11g estit11r1iccl 'ICl'<es.

7.5. furu;missjo11 of c;omm11n1c1Hionj. Eoch person who h~ildi; 11 \Vl~rn ilcrs li ip lnt~r~1H on b~hall' 01:. or for the benclit ot~ <inolher person 01· ptrsoJ1s slrnll be responsible fo1· conveying nny r'eport, no1lcc, or other communieation received com:emini:: the Com;nmy•s arfoil's to such other person or persons.

ARTlCLE VHl TAX MATTE:RS

8.1, · · 1'11.~ Classif,cotiQll. . The Mc111bcrs intend that chc Company b::: clnssil'icd 11s ~1 pHrlnci:ship fol' tedei"nl income ta:-\ pu1•poscs. The l3mml o;' ~...huwgcn; .'3 hull tukc ull 11ctio:1s rl·t\sonably ncucs};il.'Y ar tippmpnute to ensure the Company is so classilied (inch1cii11g 1he filing of elect1nns ot· lax rellu'ns') . No Munugcr. officer, or Mt:mber shldl tuke any uction inconsistent wi1h the clussilication or tlw Comp1111y m: ~' portJJc1·sliip for ledemf :1icome hix purpo.:ics.

8.:Z .Q.lrrm.i1!J.Y-1Set~om.. 'n1e f30~1rct o!' Mun,~gers shall cause lhe Compnny to Ilk such tax l\ohrr11s 11s nu:y be required hy lnw.

8.3. Ju~ l~l~ctions.

(~!) ~~.n.<:.!111. Exccpi as oth<::wisc !)l'OVidcd in this l\g1·ecmc111. the Board or l\tlam.gcrs !llwll :.:l'Hl!'IC dit: Co1111H111y m timely· mukc or t"Cvnkc :ill clcc1io11s, H11J Wkc nil tax reporting posilinns. nc~cssury ()I' cksirnbk for the Comp.my as det<:rmined by thr.;: Btiarcl of M~1nnger'i . N<i el~ctio11 shall be 1m1de ltl have th~ Compr.ny excluded frnm the Hppli~.ntion ornny l'rnvision ofSutchnptcr K of1·hc~ l.R.C. or any cqL1lv<1!cr-t tax provision in nny other l11:x jmi:;diclion. The Comp:•ny sh•dl make the <::b:ti~m l'efe.rre.d lo iii l.R.C. Section 754 L1po11 1hc requesi t)r uny Me111her in t:onnec:liori with H tr(u'!slcl' l,1· tlte Membel''s Membership Interest in nccordance with rhis Agrecmetit.

(b) .Safi;.....l:!ItJ:L'l.Q.LElecliou t'gr ~o.m~1~1!.!:9.:::LM.!<!nbershl!L...l.n~- IJ' Proposccl Tnmsmy R.egulutkm 1.83-3(1) is kldoplecl ns "' te·11pornry or li1~al regLlln1hin, the Compuny $hall rn:ike thl:! snfo hnrbo1· ef(:c!ion described i11 swcn rcgulmi~•ns , <incl the Compt.111y an"I ~m:li M1.:mi)cr (in..:luding t~ny person l'O whom zrn inte1-cst in the Compuny is· IN.11wlerrccJ in co1111cc;1011 w ith the pcl'i'orrn<lllCC or services) slrnll co1nply wilh <ill requirements of the ~nre hnrbm· with 1·espcct tn all Ml.!1ubc1·~hir l11tc1"~s1s trunsferri.:d in 1,::1·mcctlOi1 With th1~ )iCI l'onn\\llL:t.' of ~'il:! rViC~S while lhe elei..:linn l'Cll1U ins cffecilVC. 1'1c Board or Mf!nagcr~ shn!J prcpnre;;. CXCClll0, anti n1~1 ally required dOC \.ummt<!'.lon (IJ C<lllSI: lhe t;k1:tion tu b:.: cflCclivc The Bmml 11 1· IVhmngcrs nwy tc;•minatc the snfe hot bor election Ht any time ii' it dctcnninc~r in )!.OOd foith thtt\ it is i11 the best intcn:.~$\s n!' tho <.:ompa11y nnd the Members to dl) so.

COMPANY AGREEMENT Of C1:~·11 1 nt0i't l'ECO~ Tti1L~ll1'1,\I. LLC PAGe 16 a2114S1.1/Sl'/JlD321J10110!11114

MR.253 CALCE01452

BA. Consistent ll-.!p,ortin.g. 8ach tvlcmber shllll, on ll1e Member's tit:-: re1urn~. treat each purtncrship it~m (r-is de'fi11cd in I rte. Section 6?..3 t(n)(J)) in H mu1incr \:omtistcnt \'Vi1h the 11·c1H111~n1 cf" lht: it~m on t·h1~ Coinpuny's r<::tu1·n i11 ult r~spel~t;;, including thi: un1111111t. 1i:·:1lng, nml charncte:· M the i lclll. Nr;; Member shull lilc n rcq11cst for 0 11 :idmini:>lt'Hth·c adjustment of' pa:·tnl'.rship ·items under l.R.C. !'iccrion 6227(n) if such rcquc~\t would cmt'.'lc the: Ml•rnbcr"!i lrc<,tment ot' th~! item to be im:om>i:-itenl with lhe trenlmenl o:· d1e ilt!m nn the Compm1y':> retllrn.

·· S.5. JitX P1·ocecdi11gs.

(a) John V. Cflkc ·shn!J be the Company's tu,x mnttcrs pmtncr ns defined in l.!~.C.

Section 623 l, nnc.J shnll take such actions 11s uri:: requirc~1 to be dcsignutcd thi::: lnx mm,crs pnrlncr u:;de1 r.pplicnble Tre<m1ry Reg~ilmions. ·:·he Ul:'\ nuHlers partner .shall tcpres1Jnt t!~e Co111p;111y in con11ecllo11 with iill proceedings witi1 ktn)' rnx tnithot'iiy rclntcd 11.1 tht.: Compan/s tux returns 1.111(! lllXC1' payHblc, i111.:lt1dmg uc.lmi;11st1ativc cx11111i11tHio11s und uppt:ub.1 uml jut.l idnl procct.!tlings. Suojcct tu ~edio11 8.5l£), •he tmi 111ul lcrs partner hns the cxclm:!vc righ! to tonduct such. proceedings and to c!ctcrminc wi1c1her the Comp~my (enl~er on it$ own belutl!' 01• on belwlt' oi' the M~iiibct'$) will contt'sl 01· cnnli1111c lo 1:t111t~$I nd,i ustmcnt8 nroposed or imposed by MY wx t1utho1·i1y Th~· ~!:1:< mnlle1·s pmtnci· shttll k1~ep the Mc111bcl's iI1fo1·mcd M <I timely bm.ls or ull mntcnul dc,·clopmcnts with respect ll1 any. suclt Pro~:ecding. l!uclt Member shall cooperllfe wijh the lax 111atle1·s partner und cln m refrnin from doing 1111 :hings rci1so1;itbly reCJuested by the tux m.ntter2 purmer with respect in ~h•! conduct oruny Ct1:i~1~u11) tax Proc~.·ccling.

(b) "rhe tax matters partner mny not bind any o!her Member ton settlement ugreemcnl relating to tnxcs witliout obtuirnng the Wl'ittcn con1~11rre11cc ol' 5w;'; M1~mbc1·,

" (1:) -A1'ly delicicncy for tuxc:; impm;r:d l)I\ t !\tkn1b~r ll11r.lmling pcn;illie::;, uddilkms to tax O!' ititerest imposecl with rcspcc.;1 to s11cl1 tti.><~$) slwll llc pni<I by st1ch Mcm::·e1· Md, .1· p~1id or rcqui1·ed to be r•1id by the lompn1,y, is tccovc1·nblc !rmn such ~;!ember prn·suun1 lo ~k:ctlQ!Jj.3 ur by other legal n1Cl.lll8

Irtloi·1ruuion . r.·1id Doc11ii1c11 rs .lo .,Cot1'Ul!.l,U)!. Hach Mcmbc,· shall timely provide to the · 8.6.

Co11•1ptiny nll nnd dnc~umcnls lhut i;uch' Mcmhcr i~ n.:quircd to provide by applicnbk 1<1:< inform11fio 11

rcqt:iremcnts. u11J shall also provide ,o the C<H:tpany upon 1'el1ucs1 such ;;1cldilit),wl i11for11i~itio11 ,wd doi.:umcnts as the 130:.ircl of Vfl'1m1gfo!r:s may :·casonab!y reques1 in ut11~11\!c!ion wi4h the Com1m11y's

0

comptiunt:e wilh upplk::tble tllX reqlliremciits ur filing uf any pe::nnillt:tl tnx t:!ic:ctlons.

8. 7. ~u rv.U'.fil.I_. This A rticle Ylll slt{\[I !i Lt1·vivc lhe: t'cnnination of the Compuny unc! 1hc:

li..:rmi1rntion of any Member's inter~!:! ir: :he Ctimpan} nnd remuin binding ror !-luch pt~riod (.lrtimc us is nccc:.;smy lo resolve Lill (HX mr;tters wi1h applicable lt1x111g m1thoritir.s.

AltTlCU'. tX

MEJ!:TtNGS ANO VOTING Ol~ MEMIH~RS

(1.1) IVlecl'i'1g:; 111' the Mcmbcr:s mny b·~ cal!cd uf tiny time by Ille 80.1rd ol' Mrnrngcl's, 0 1· by nn-c:: or more Mc111bc:rs ltt>ldi11g nt lc:H>i 15% o!'thc l>cn:crHuge:: !nrerest hckl by lilt: Memb(tr:;. M1:•.:tlngs sl1t1ll be ht!ld nt the Comptllly' 1S pnneipul pktcc or hu!'il\<.'!!S [)l' lil .~llt:h \1\l;er rcasonublc pla::1~ set forth 111 the noti(:c of lhe meeting.

COMPANY ACReeMENT Of' Ct:N'l'l l HJON P~:co:; n:a(lrt'i;\l.J.i ,(' Pt.GI: 17 U?11457.1/SP/33032/Q10i/091114

MR.254 CALCE01453

(h) Any: ur.:tion lhul :rn1y bc lnkcn 1.11 H M:!mbcrs· meeti ng mu)' be t:1kcn without· !1 o ldin1~::1 111•~eting il'M..imb1::1·s howing.11! lcilsl the minimum Pe1c;::ntuge l111.er1o:st !hat would bl! m~::essa;·y lo l<ll>~ ihc Ul:lio11 ut (\ mc1;:ting, in which ca,;h Member entitk:d to V<itt: on thu action i:; pn::sent tu1d voces sign :1 wl'!lte11 const·nt llr co11sents stat in~ thl! H\!1;011 rnker\.

(c) 1:~xcept us othe1wlse prnvided in this !\greetnent, meei:ing aotices ti:1d procedures,.

i11cludi11g procedun:s for obtaining writlt: Jl co11se11tll in lieu or fl meeting, shf1ll b~~ in conforn1iiy wilh Chsplers 6 and IO!(H) of the Code. Sect ions 101.353 lhrnugh 101.356 of the Code (relat ing to quorum l\nd minimum voting requirements} shall not app;y lo the ex!enl s~1ch provisions are inconsi8tcnt with thi:; Agr~'C111cn1. The 8c11l'd of' Manager:; i~: solely responsible l~;i· c~mvening find conducting tn<;;~:tings or or

the Members, L:cnducdng thf: solicitnlion i:on:.icnts, dc!c:rmining the VL1 l 1dit~· und cl'ICc.:1 ol' rc~pon::.es to any so!ltirution or consents, smd dctcr::; ;:ii11g oilier ··:.niters rcg<lrdillg rnce1i11gs, vot111g, nml <:on~t·11 rs.

(d) NNice ur !he rt:xul ta ol' un>' V(ll<.! tak<.:11 .11 ll 111t:l'!ti11g, 01" lhL' J<.!8Ultx nl' llrl,Y solkit<llion 1Yf consent!'! in lieu or <1 meeting, slrnll be given lo the ~lle!:>bers not h1ter ti··an with the deliver)! of'lhc> 1J1.::~l fhllciwin!,.:. n~port of' linancinl inlbrmntion given pursunm 10 SectiqJl.Z.J.

. 9.2. Vg(iJJS: A Member 1m1y vote at a 111eeling in person, or by fl pr0)\y executed in writing by lhe Member •ind received by the Board of' Mtu1ngc1s pd or lo the li rnc wlwn 1hc \'oles ()f Mcmbt:rs :.ire to be counted. The provisions er il1c Code pcrLai11ing to the validity l.tnd llSC <11' pt•o.xics b)• shareholders or a corporotio1~ govtrn the vll!idity and use of proxies t:iivr.:n b,r ivlemlie1·s. On:y Mcmhe1s nl' iec:Md on 1l;c :-fol<: of' the meeting (0r ii' the vote is concb\!tcd without cl mec:ing rlwn on the dtitc of lhc 11\)tice soi iciting ll\\J Member consents) may vole.

ARTtCLF. X

TRANSFER ()Ii' ivmMnEH.SHff' INTERESTS

IO. l, Limitation or. T111!1sfoi·s;

'(ft) The 1cnn "trunsfor," when us~<! in this Agreement in rcfen::rn~e to n 1runs!cr or a Membership 1nlel'esl, mean~ a11 '1Ssignmenl (whether voluntat·ily. involuntrn·i ly, 01· by opemtion or J11w und whether or not •~ffcctivc under rhis Agre1,:1r1cnt) til' ;ill or ar:y portion o!·' n Mcrnhcr's or Assi~ncc's Membership 1:-:tcrcsL or Hny i11tcrest thc!'eiri . to Mothe1· pe1-s\1n, und !~dudes u !-:<lie, ussi~nmc1it. convey~mc,!, gin. ~xchm1ge, ubi1ndonmcnt or oth1:r dil'!pollilion.• u lrnnsrcr by tm~rg;:r or other busin~:g;.; combi;;nf.ion, u 1rnnsfrr p ~1r:Jlmn1 l\J b~1nim1pl<~)' . 1:1:;~ilv1.:ncy , !rn.:~1pucil)'. C! vorc~>, m dl~lti1. •tnd miy pledge, hypu\hecatio11, 01· uthei' encl11'11b111!iCl:.

(b) N!i Mi:-mbcr may m1m1tb· till or any rmrlion ~1 1 · its Mt¢ ·•~bersh!µ ln;eres1 t111les8 the tr<ms lcl' ls a Pcri11itlcd Tnmsfcr. A tr:msfcr of u Membership Interest lh~lt is not a Permitted Trnnsl'c1 is a Prnbibiled Trnnsfh.

i () ,]. J:r'JnJ.ill.cQ..Jr,nmJ'cr or ~1Ic111b,9rshipJ.J.!~rcs\.

(n) .'\ frm~sl cr of O"I Membership lnterc~t i:-. ,, Pcrmiitcd Tr.111!-:ler Ml)" ii' th'· t1•w1);fcr satistics inc condition~ set forrh in .SSs.t1011 10.4 and i~ dc:;c rib~d i11 (1::c vf rno1·c of 1i11.: l'ollllwing p<miarnphs of this Section:

(i) the trnn:si'er is nppmv~d by the other Member~ :

COMPANY AGREEMC!NT OF CEN'l'llRlOl'I' Pl•'.C'OS T!Ot\IJNi\l , 1..1,C' &2t1 AS7. ·l/SP/33032~·tG1/0ll111cl

MR.255 CALCE01454

(ii) the lr.mwfor oc\:urs in accorclnncc with the pt'04:Cdure~ $\::l forth in Section JQJ.:

(iii) i r the Membt!I: is u corporn11on1 the trnnsfor Is t<> l; membci· or' !lie Member's oflllimcd g1·m1p (as dcl'i11ed in l.R.C, Section IS04(a));

(iv) ii' the Member i!i n trLtJllCC of one OI' more employee •:cncfit pion~. lhc lfa!'1sll:'r is lb n co-lnislce· or i.t sue~cssor trw<tc:c lo such plnm;: or

. (v) if the:·Mcmbcl' is tlll ind,'1iducd, the ~t'!insl'Ci· is of a commtmily propurty oi· oihcr interest fri:rn1 the Membe1~s spotlStl or Conner spouse !t> the Mcmb~t pmsuant le 1<1c d~ath Mthe Member's spousf 01· 1er111imuion oflhe :~.nritnl i·elutionship or lhe Member imd the ~pcusc.

(b) Upon 11 · Pel'mitted Trnnslcr by ~\ Memhe1 of all orits Membershit' Jnter~~l. the Mnmbci· ce?.ses lo be E\ Mernbc.1· ns of the cffccliVC dote: or lbe lninsfot· determined ~\CC<ll'cltnJ; lo Scee! iop 10.S.

(<t) lu lh~ event a Me:~1bcr dt:sire~ io ~ell nil or any purliun ui' ill> Mcmbi:•rsbip lnl~1\;::1I l'o mirifhc;• P'crl')Oll, the :;citing f\lkinhcl' shuJI lirst tlf1cr to sell stwh interest to tilt: Nher Mr!mbcr~ nn the terms on which it is pt'era!'ed w sell such lnte1·cs1 1<~ such P~rson by sending wriltt:n notice ro each other Memher describing the o/l'er and its (erms. Additio1mlly, upon receipt of an offur fh~rn u t'1ird P•ll'lY lo pmdiuse all or any po11ion or o Member's inlefcst ;n th(z Company. whkh such M~~mbcr dc:sirc::i lti nc1~cpt, such Mcinber shull promptly ~lcl i vcr a c(lp,Y oJ' the third ptirty o!'ll.:r· lo cuch other Mcmbc!'. End1 olhcr Mt!111bcr will have 15 bush1e::;~ ~bys from the dtilc of' 1·cc.cirt nf 11oth:c of the proposed ~ale of 11 Menibcr•s Member~llip lnicrcst or the third party offer, us the .:ase may be, lo notify 1he selling Mcmbci· in writing H1 ~1 such other Member elects to (i) purchase the selling Member's M~inbt::nihip inter<:(';l upon the rcnmi and conditions oJ· the proposed i-nl<= or third purly ofter, or {i1 l sell in the contempl<itad 11·am.\h. ol tho ;;urnc- price in the sumc form tlf considu.1tion nnd on lhc same tcm1s (incl tiding if the tran~lcr i~ tllnde 10 mioth~r Member rnaki11~ m~ ·election llnC:er c.:!aus:: (i), Mt:mbt:rship lntcrcsrs 1'e('.lr1:scnti11g ~1 Pcrccma~c Interest in the Compnny (:qu;;il to lhc produ~:t of (I\) the quotient determined by dividing the Pei·centugc Interest owned by such party by lhe aggrt:gutc Pcrcenwge interests own~d by Hil parties pMticipating in s~ich transfer, mid (D) the (lggregEllC Percentngc Interest!> ro be sokl in tf1e conrcmplnted lrMl'>ter. as the cnse may be. If the olhci Mcmbccs foil to gi'-•c n•Jlt flcntloll within 15 business c1~1ys or nn e1~Cli~)!1 to purchn!!e lhe selling f\lkmber's Meniber.ship lnli.:!rest or p<1rticipnlc in tlw contcmplEkd 1ra1:sfor, then lhe selli ng Member shull (I(! pern1iHcd. 101· ti pi<!l'iod or 90 dny:-:. t1.1 sell nll or itr. Mc:-r· l::t:r~hip Interest te> th, l!~ird par1y upon th~ terms >ind ~<mditiorw t'>I' the pl'opos~1 d snit! or 1hi1·d puc'ly nllcr, <ls the wu:-:c :~iay he.

(bl IJ' 11101·e thun one Mcn11>::-r 1nnJ.:cs an r.::lcetio11 lo ptu·i.:h.isc till. ~.:!ling tvkmber'!!

M'!01bersl11p I111\:!rc~n unclc1 §~Cl.!Q!l.) 0.3(nll,iJ. each ~if the pim.:lmsing Members :;hull purchnsc :1 portion of rhc "cl ling Mcn1ber's tvlemb<.~r~hip lntcresl tint! is proporliumd to lh(ll M~mhiJI'<$ Ptr\!\::nlllc,;1' lnLcrr::)l.

(c) (i ) Upon rhc occtn'i·cncr t~f n T "iggcrlng Event with respect to '111)" Member (th~ "Qjforin1.t. l'vfomber'·), Coinpuny sh;il l lwvo tlw rig.ht but nol llw obligution tQ p~u·~·.lrnsi: ull of 1he Olforing Member's Mcmbe1·ship Interest in the Co1npnny at the ti111t Dt' tlH:: Triggc1fog Evtmt (the ·'Rt;dcmp litrn .Qblli~,tG"). Witlli11 60 days nfk1· !hi~ Company receivt'!l written nut ice o l' the occurrcncr or (11nd date of) lhc Triggering Event, the Company slrnll provicle wri1:1:'.n notice ofiJs ckctiOll of'lhe R~~dcmptk11 Optir.;n

COMPANY Acm~EMF.NT OF C.~:NTllHION f'E('OS TElli\llNAI. LLC PAGE '19 6211 tG7.1/SPl~JD3U01B1/0~1'114

MR.256 CALCE01455 lo the Ofler!11g Membet• m• the Offel'ing M~:mbel"s ~uccessor lu intcrc:!'L, u$ u('lplicnblc (tht: '"RcdcmJ;)lion Notice'} in the even\ th~ CompHny e:ects r~1 exercise the Redemption Option, the Comptmy s l1uli pL11't.:lrni11;.~. nnd the Oflering Member 01' lhc onering Member's successor intcrcsi, t\S applicable, shnll sell, all of' the Membership tntcl'est owned by the O(rering Member al th1: t.1111e or lhe l"rigg~ring Event at n price et1unl 10 the TriggcriJ1g Evi::nt"Purchasc Price.

(ii) . A closing (~ "Iri.ti.!l&ci.UR Evfil1t C.19.~illl:l") slrn11 b~ held 60 clnys ol'tl?r the lulu of' the' dntc of th: Rcdcm1>tio11 Notice or the d,11c thi1t \'he Triggcl'ing Gvcrn Pun.:hn!-ic Price !ms been tstab!,shed.

. (11i) /\t th~ Tl'igg.eri 1;g E\•em Cl~>si1,g, the Of'H::ri11g Memb~1· or Offodng Mcmb1:r's successor in interest, as applicable, sh:ill deliver to th1.: Company r.11 f!Ssigomcnt ol' Membership !11tcrcst nwnc~i by the Offoring Mc111her, duly cntkirf.lccl for :rnnstbr lo the Com puny.

(l~) At !he rl'iggod11g Evt.:nt Cie~in~, 11w Ccmpany sh,11! P<IY the 'I riggcring Evcnv Plll·cha11c Price: IC> th~: Ollen11g Mcmb1;:· ()l' lhe Ol'!crl11g Mi.:mlx: t".~ .$l1C1.:c:m11 in i111~rc:>I, ,1;; cipplic~1b 1 c, in irn::·;ediatc!y availabi1: li.111rs (b}' wire; ccrti licd or bnnl c:<t·shicr's chq;J\ or o\hcr mcnn~ acceptablt!) nnd the parties shull c:-;ct•u \c such clm:un11.:nl<l'k11 as may he nccc$sHry or desirnble. ns detetm:ned by ,he Compnny, 11 the Compnny's sole l.lis<.:1•etion, to cffccwute the l11:u1sfo1' or Sltch OJfot•ing Member's or Oflcring Membl.!r .:\UCl;t!~:!S\lf in intcn:sl'1S rvknibt:rship Interest.

10.4: C~uQj ti~.:t9. PcJ'llliHed Tnmsters of rvt~mbe1·sh i p lnter'<!SiS. A trnn:sfe:- shall not be r1 Permitted Transfer unless the Board of Man;Jgern determines tfoll <ill of 1he fo llowing comti11ons ~\re satisfied;

(a) ·. The transfer compncs wilh ali npplil.!abl1'! laws. inch1d ing ~111>'· applicHhlc sccuril ics lt1wi;.

(b) ·1he rranslCr will not ~11usc- Lhr Compa11y lo be trcutcd as other lhnn a por:1:c!'si1ip for United ~ Lmcs lodcrnl inconu! tax 1rnrpoi;cs.

(<::) Tho transi'er will not i.::iuse t11c Comp:my to b~ S\1bj<~c1 lo regulation u11Ge1· the fnve~tmcuL Comprmy Ac: oi' 19,10.

(d) ·111e mrnsfor will not cnusc nny nssc:Ls of the Comp<ir:)' lo be cleemet.l ..p!nn as::iets..

unclcr ti-1<' Employee Retirement income Security Ac; 01· 1974.

(c) or Tlte .l'<l:'·Sfcr will not 1·esul t h: n l!.:!'1lliJlfit1011 the Co:npn11y U!'idcr l.R.C. S(:Cl;Oll 70f!. u1dcs:~ ih{.'. Ro~wd of IVJunugcr:i dctcnnincs that such l~rmi:~Mion will 110: h~n1 c m1 adwr11~ i•11pm:t on I!It: )\1knibCl'S.

(I) ' l'h~ tninsfor w!ll no! cause the npplicalion or the tax .. excmpt l!se pmpcrty rules or:

LR.C. Sections 168(g)(l)(B) llnd l68(hj to lhe Com;nrny or its f\-'.kmben,;;, unless the Bone! of'Manug::rs determines that sut=h rules will m1t havt: nn ~id\1crsc im1x1cr on the Me111brrs.

(g) The tnmsforor aid lrnmsfcree ::nvc \leliv~ l'ec! 10 lh<,": CQmpnny 1111y docllmcnl~ thnt the Board or',Man~gcrs requests to C(mtirm thnt the transl'cr SHlisfles lht rcqtiircmenrs of t:1is Agrcc11~cnt.

COMPAN'f AGREEME"I r OI' Ct:.\'"l i.llU(I~ Pt\l'OSTliJt\ll~1\l. l.! 1C' 6~H4!l7.11$Pl0~1)32I010 1 i0&1114

MR.257 CALCE01456 :.(1 give clii.::ct to the trans!Cr, and ll) confirm the 1ra11slerec's agreerncnr to be bound by this 1\grcemen1 ns 1111 A:.signcr.:

(h) Jf requested by the l3Qurd cif :Vla:iagt!1·s, tht: Co111f)m1y lrns 1 ~ceived \1 li't.insler l~e in an ainol:nl determined by the Hoim:l ~if Mr11rngc1·~ lt> ht: sllt'licicnl tl> reimburse the Compniiy !Or the el!l i111atcd r..::q>cr::;C:'i likely lo be in(;Uff'<:d by 1.hc Cwnrm11y ;n conncctilll'I with :;t11,;h u·mn;ll:r.

I 0.5. . fillcctiv.:? Date: Distribut:ons,

(v.) /\ Penri:tted Tn,1·nsfor oJ' ,, Membership lnl~rcsl is ~ff~ctivc i:1s uf th\J lit-st uay ()I'

the calc:mlnr :11onth following the calendar month d11ring whi<;h the 13onrd of Mtm~gers recdvci; notice or such transfer (in such form and manner Ul> the BMrd oJ' Manngers may rcqwre) uu : .~ss 1hc Bm11d ol' Mm1a,gers <lelermi11cs tlmr the trnnsfer sh .H1ld be eflect ivc- HS or rm e<il'lier or luter di:te (for e~.nmplc, on

1

(111)' date the tr.nns lcr is effective as a man er of ti!llte In w.• or whe(·e the notice of trnnsfor ~peci f'ics that lhe transfer is to be elkctive on n future cla:e).

(b) Distributions wllh respect f{) u frnnsforrt,?d Mcmbcr~hip lnlt't'l:lSl ~hat Pre mude before the e!fai.,tive dCltc 1~l' the lt'iiosli::~· shulf h•: pnilf 10 the tr1.111sforor, und c:istdbut iom; mack ancr s~1ch t~nlt! ~hall b<.: puid lo lhe Assibnec,

(c) 1: ilcc1ivc <1S of the ef1h~ 1jvl.) •..it'llc ort1 :!·anster ol a Mc111betsh ip he1·est, the 13ourd ~f Mwmgcni shed; nmend 11-.;.!.1.Ltiit /\ i<l 1·cllcct the rt.:ductic11 :n the lrnnsfornr's Pcrcentnge interest mid 10 refi~cl tht: A~signL·e ' s Perc:ent<1ge lnt4;!1esi.

(cl) Nchh1~1· 1hc· C:cmpaiiy 1101' 11'. t: r.~l~Md or Manngers h<tS i-iny liHb1lity for n1nkin~ Hllocn~1ons:ind dislribttlie>M lo the Members· dctcnnin<:d m nccon.huR~ ~ with this Seel ion I0.5. wbt)lh;;:r or nol the l3oarc.l ~ii' Managers 01· t '~c Cu111pt1ny h<1:; knowk:dgc of !In} trnnsfoi- ()j' *~;iy Mc1nh~rslilp lnt~rosl.

10,6. 'f'nmsforor's Oblig:.ilio,;~: The lt'nll$fol'OI' or l1 Membership inrereSI who l:e111>1!S to be ii Member conlimtr:s lo be ohf igittcd with rc1!pcct 10 ill! Mt~m be:rsn it~ lntcn:sl or its stt1 ~ ;.is il!> a fbnrt:r Me111be1· ns provided in th<:' Code and ~ipplicablc lnw.

l 0.7, A~sigoel:!'s Ri1;1hts !1ml Qbliga.i1Qns. Unlt:!Ss nn Assignee b~comcs a Member pursunnt tt)

b.Jticlc_XJ_, sL1ch Assignee shall 1101 be entilled lo <1ny ot lht~ rights gronli;:d I<, u Member (cHhQt' •ntin us 1·cq 1.1ired by !he Codi'::), and shnll h<ivr: no right to pmticipntc in r!;c mnnugcmcnt of tile bu!lincs'> ol' :ne C<m1pc11iy or io become n M1:::'11bet, unless 111~ M!!mbers $pc::cifi1;~11ly apprnvc the t1d ~"1i s!\ion ~) ;· ~ui.:11 /\~sig11e1::ns n Member or s11i.:h nssignment or ll'ansle1· is occomplished in nc;;ordan<.:c: with !he pcrmis:i:vc provisio11s of !hi~ /\grcemcnt. 1\1•1 Assignee nol admit!cd m; a Nk:mb4':,. hcrciu1d'i:r slwll lwv~ 111J :1 :embe1·ship righls <111d slwll :int bl! u Member wilh 1-c~ard 10 rh!:! McrnhcrshiiJ lntc;csts trnn~:fo1·1·cd to

SL1c;h Assignee (01hc1· lh£111 ns r~l1 uircd by the Cod1:.). ·

(u) c~c1.:pl us olhcrwisci rcquil'ctl by luw, the Compnny <lllcl the BolH'd or M:1 m~ g<.:rs s!tull u·cnt it Prohibited Ti·ansfot us vo1d and &hull rceognizc the t1·ansfow1 n~ co11li11uing le b~ the owner of' !he Membership lnterest purponed lob~ tr:.msforred. II' th~ C'o1npw1y is i\!lJUircd b)' iuw tl1 rccogi: izc u Prohibit~~d Trnns!Cr , lht: tnmslbfcc slH11i lx• t1·~ntc.•d us an /\ssign~c: with rcspi::c1 to tlw fvl<:n1bcrsl1ip

COMPANY Al3REEMEMT OF C'r..-:·n 11uoN· P•;c·o:; TtM•\l lf"J\f, LLC W US7.<l/$f'IJ~032/ll1fl1IO!l11111

MR.258 CALCE01457

Interest lrunsfe.rred and may not b~ treated as n Member with rcspel.:~ · lo the Membership lnteresl lnmsforrcd unless (tdrnittcd os a Mcn1ber in accordance wi\!1 f\J.:.L\£.ls.JQ

(h) The Compony mny. rninovc \lw lt'lH1s'.crnr an1.! 1\i;sigm:\: with n;spcct lo ;1 Prohlbile~: Tm::sler mi provided .in Al'ticlc: XI!.

(c) The \rnnslerdr ~·:ml 111u1sl't>ree wiLh l'i;:sp~<.:l to ~l Prollibl ti.:d Trnnsti::J :shull be jointly t:mf scvcrnlly linblt.. 10 the Cc1111pHn.I' !b'.'1 und slnill !ndcmnily Md il o!cl the Compnny h1nnkss ugainst, <~ny cxp<.m:;~. fl<lbilily. or loss in(!Hrri!d by the C.:omr~ny {incl11dl11g 1·casomlb!c legul let:$ E1ml cxpc.=nses) m; 11 resuh ot' s1.1ch trnm;for, tlwir remov<1l und )'q uid~1tion or lheir Membership lnlcres1s (if npp!ic;.1blc), nnd lhc eflu:·ts to enforce the indemnity grnnted in 1his s.~~cljy11 I Q.R{cl.

Al~TIC•.. F, Xl

AOMISSION Of NEW MEMBERS

I·1. 1.. Substit\ll~ .MS.mber~.. · An ;\s~igne~: of u IVkmb~~rship Interest shall b~ mlmi1lcd as n S.d.:siillltc:d 1\lkmbcr with rcspec1 to sucli Membership Interest on the clrite on wh ich all the lb!:~wi11g ,,r conditions arc :>atislktl:

. (H) Ttie Boal'<! o'f Ma:rnge1·s has <1pprovcd in wrili1"g the admission qf' Ilic Sltbstitutcd Member.

. . . (h) The Assignee has c.lt:Jivcrcd to the Compu1:y nuy ugi·eemcnts r.nd olbcr ~!oc um~nts !h<lt the Bo<Jrd of Manng~~rs reC) Ltests lo coniirm st:ch /\~signcc as n Membc:· i11 the Co111pm1y a11d sucll Assigncc·s !lgJ'cemcnt 10 be ~1t1ui1d by 1h1s Agrccnwnl m; CJ ~.,;!ember'.

(c) . tr request1.:d by· the Bmml or Mam1gcrs, the Uompuny luis recdve<l ~in 1td111i~sion !Cc In all Hfll(t~lnt clctcrmincd by 1hc Boor<I of Mirn:1gcr11 to be surticicnl to reimburse the Cr>mpnny for the estimated t'~pcnse$ likely h> be incurn:<l b~1 the Compuny ill c0nnoction with th1.: <1dm1s:-:ion L)f lh<:i A~sig11cc ns" Substituted M~mber.

·r 1.2. &:k.U'!iomil.Jt!sJJ.lb~. Tl'te Boal'd or Mnnagt::t'S ·-11\ull mlmit u pcl'S0t1 HS @ Addition.ii ~~cmher upon satisfoction of all of the fr:illowing conditions.

(ti) A tvhtioril)'-in·lnlt:i-esl l1u1:1 itpproved the udmi!:lsion ol' tho /\ddith111al Mcmbet of

uth:r notice to all Members (i) the lni,i::il Ct'lpital Contribution 10 be made by the prnpn:-c<l A<ldi!fonal Member. (ii) the eftcct ot' the admission on ench M~mber·s Pcrccnt1:1ge Tnterei,t 1 umi (iii) other 111ut.:r1nl i1~fo tma1io11 relevant lo the proposed adinissio11

(b) The ~1dmission of the proposed i\dditio•1t)l Membc1· :mtlslies th~ upplic;ub!<.:

conditions ot'Section t0.4.

(c) The proposed Aclclltfonnl Me:~·iber has delivered co Ilic Company uny f1grce1nc1~rs uncl C'l.hcr cloclnncnls that the lfonrd of M.anagt:rs r~qt1es1s lll confirm t·h~ person as a Member i11 the Compuny m1d the perscn·s ngreemcnl to be bound by th is Agn::cm:m1 usu M~:mhcr

It J, hl.9 Reqllit•r..d C11P.itcd C9.!ltx.:.butiom~ -A pcrnon mey bt: udmitL::-1,I n~ a Member. itwlmling n.s Lhe sole 'vh:n1bcr1 i111d nm)'. m:quirc " Mcmbcriihip l11;crcsl wltl)Out JTHl.king a conlributk1i' to tlw Compn11y or assumi11g a11 obligation lv 1n,1ke ~1contri bution 10 1hc CompH!i)'.

' I Pr;ni.s Trn,\tl•°ll1\I, LLC COMPANY AGRt:er.ai:;IHOF C1;i\'""!"lllU()> PAGE 22 !i1.1 ~ 4S7.11Sl'/~~ llJ2/v1G11!i91114

MR.259 CALCE01458

ARTICLE XU

WITJ40RAWAL OR RF.l\ilOVAL OF MEMIU:RS

. (ti) . f\io f\Ac111bcr muy withdrnw frm11 lhc Ct~ mpun)" or otherwise ccnsc w l~c u Member e:-.:ccp1 ui;on· the following events:

'(i) n trml!lfor tlf nil of the• Mcmbe!"s Membership Interest in ll Pcrmillcd

(ii) removal of the Member ns a Meir,ber m; provided in .S..9..~.t.i..9.!J~ oi" this Agreement.

(b) A Member'slrnll be deemed Lo with<lrnw frnm 1·1Jc Company upon the occt11•1·encc of m1 c;vc11 t spccifictl it\ .Sedio11 l 2.1 !.,9}.

12.z B. \;1110.~11;1 or tVkmb~~· (t1) /\ M~11'1bcr mny be re111ovcd ~i s a Mcmbt.:r by lhi:: 13ourtl or i'vfonttgt:r$ u11dc1 !hi:

fo ll 6w!1~g ciJ·curtt~tnncci.\: ..

·· '( i) lhi.: tvlcmbcr has trnnsfoncd or nllempccd lo lrnnsfor all or nny portion o ('

its Membership !ntu rc~t in a Prohibited T:·ensli:r:

(ii) !he Member hus 111u1erlal!y bn:uched the tenns of th i ~ Agr~t·111ent;; ~1 1·

(iii) tlw Board of l\·fo11~1!Jcrs lklcn:.:n~~ thut n;rnnvui is ncces:smy ro coniply with IUl)' 1'e'qtliremen1s, condiliomi. 01· guideli.1cs contr.im:d 1n i'rny opinic1n, c:·1·ectivc, order, ruling, o ~ rcg~tlation of any United Stutes l'c<lcral 01 stnlc agency or j udicinl uuthority o:' contained in m1y United Stnii!S' (·cdcrul or stale.: statute.

. {b) .tr lhe [3()t\l'd or r. .1nnagl.!1'5 l)!'Opose!; to l'CIHlWC a Member pursun:; l lo this Section.

the Bm1rd ol' Managers shHll notify the Member in wriling of the proposed remov;1l, un<l if :1pplictible shC!li provid~ su:h Member a reasonable oppo1tunity lo cure the ev~nl giving rise lo removal. The '"~lil(Wal of H1e Member is effective ot such time as determined by the Boar(~ or Maiiagers Jn nccordat:c.:e with npplicnblc Jaw <rnd taking into accounl the M~ n1l:· c1"s opportunity to cure the event ~iving rise to ri.:movul.

l:!.3. 3(1l.l!J~..~.U'.0-rusrJtl~mby1. A Mcmb1:r who withdrnw... or hns b,· cn rcnwvt.:d from lh!!

('on11Kmy o~· Pll~crwisc CCM1C~ to he fl ~,ll e111bel' hm; tht.: S\HLIS o!' 1\ll As~ i!)l1CC wi th ;·ci;p.,:<.:I In imy Mcmbi..:rchip !ntc-resl held by such fon11cr Mc111hc1'. Except us jJl'lWided in Section l o.~uJ (rclaling lO oplio11ni l'C'(!cmption of' it Meinbcr'~ Mc111h!1'r!1hip h1tcrc~1 upon the occur1·cnce or ::i '!'rfggctfog Event) 01· Article Xl U(reluting IO winding ttp und lermi11ulion), s11ch fo1·111cr Member is nol cnllllell Lo J"t:•.:t:ivc any p<1y::,,cnl:i l1ndcr S1.:clion I01.20$ ol' lhe Code.

COMPANY AGREEt'/H:NT OF Cl~NTi:l{l<>N PECO~ Ti:HMtX;\ I, t.l..C PAGE 23 U 111157 'llSPl3303210101I001Hll

MR.260 CALCE01459

ARTICJ .I~ xm

WINDJNC lll' AND 'rii:nMINATfON i'1. I. Events R~..rn1Mng Wi11din1]. U1). The Compn11y slia!l coinmenci,:1 winding ur prnc1~lw·1:rn in w.ico1:cla11ce with this AgrccmMi {.lnd the Code up1)n the tirnl lti QCcur ol' the (01 l<lWing cvc111s:

(u) · · · the M~nibers unanimously VDlc to wind up Eind tcrminme th1.: Co111p11ny:

(t) 'the termination or 111embership ol'llh: ln:,1 remuini11g M~nibcr; ur

(d) the rcsigmtlion or removal or ;;iii Mam1gcrs ii' the Members Ir.ii Lo nppoi11: any 1·cplr,cenient M1rnu1~·cr lts jm11rldcd in S~ctjo11 5.3.

13.2. , Windinv, Up Procedllt'es.

(<i) On the O('currence or an event requi!·ing winding LIP or llic CCln~pnny, unle::;!\ then:

is m1 nction to co:H! 'nue the Company witho11t wlncli11g up in m;cordnm:c with ~cction i3.\ Ll1c H0ttrrl or M(mngci·s (or (lthei· Uqi1idator us pnwkted below) S''nll, i1s soo;; i's rc!1Sl111ubly pructicublc, wind up the Compnny's busjness t111d nffairs (i11cludi11~ disposing of lhl~ Company's asset!.i 1md Hpplying ,he prot:(..'Cd.; ns pmvidcd in Section 13.4) tmd terminate the Compm1y· in occorda1-.cc with this 1\greemcn1 m1d lhe Code. The lomp~rny shall c.:ea~c. h> cai·1·y on its business (cxc:,.;pt tu the cxlt:;1I nccicssary lo wind up i•i> ~:n1siness), collect Hrt<l S•::ll i!s properly 1·0 ilw extent lhe properly is 1101 to be lransl'errect or dit~t1·iu~1tccl in kind, und perfl.wm any l1ther net l'cq~dri::d to wind up il~ business i:wd am1irs.

If lht\ f:lotu'cl of Munngers hM wrongf"Ltlly cnl1scd lhc winding up ol' Lhc Company (u)

or if there Is no Mllh~gcri (i) a Mttiority·in-ln1ercs1 r~rny vote to elect u person or pe.l'Sons to m:compl ish lhc winding u:i or lhe Company, or (ii) if the Memb1.~r::; fo il ro elci.:t a pcnmn ln ;iccoinp lish winding up 1he C0mpn11y, then nny Metnber or Assignee may pelillo11 <1 cou1·t to wind 1w lhe Co111puny us prov!dcd in Section I l .054 or 1hc Code. Thu person or pcrsom.1 winding up the Comp1111y. whether the l:30:11·d of Mnnagcl's nr an elected or court <1PJlOintt•d pcr~o11 <1t' rcnmns, is rcfo1Tc<I ~1> in this 1\grccmcnl as lhc "l.l!luid9ll,1,r.'

(c) 'The Liquid910r mny dctcnmnc the time, m<1nne1·, and lcrms of any Sf! lc or sales or Compnny pror:erty pursuant to ~ ·.1cli winding up. The Liquidator (i r nut the 13ourd ol' Marn1gers} Is c11titkd to receive 1·cas.·onubk con-q:>M:>Mian li:ll' its services; rm1y exe1'Cise ull <ll' the powv;1·s· eonlcn'Cd up()n ;!·~i: BtHl!'ti ufrvhHwgcr~: tinder this Agr~(.~rnc11 1· 1u the c.xtcnt· 11cces::;u1·y or dcsimble in the goucl fo.ilh judg::cnt of lhc Liquidator lo perforrr; its dutks; nnd wilh n:.sp~:<:I to ~icts taken oi omilll!'cl while acting in such cupacity on bi:;hulf of the Comp•lll)'. is e111itlcd to the limit>ilion (1i' linbi11ty and inclcm11illcatio11 right~ Si.'l furth ii1 Artii;le VI.

(d) Tl1e L;quidc1101· slmll pmvid~ qlml'lcrly !·cports to 1hc Mc111bcrs uud /\ssignee!:i during the winding (lp pJ'ocedure .showing the t1ss~1s unl) linbllltics ol' tile Co111;1a11y, provid:11g i11fo11nnrion ;ind documents reqt1ired by the Members and Assignees lo C()nply wllh the:;· tax. 1·ero1·ti ng 'Jbligntions, and :;uch other inform<ltion as tht~ l .. k1~: 1 dator dcerns apprt)printe. Within ~1 rc11s\1nftble ti:l1e ul\er cumpleling ~he winding up. the L1 quidm'Ol' shull give each .Memncr and Assigm:c u fi1111I :>lutc1111::nt selling J01lh tlie us~t:ts, li~1l>i l itios, und reserves of d1t1 Compnny as of llie diile of c.:on1pk:tion or wiqding L:p.

COMPANY AGnE€MENT OF C1•:NTllHIO~ 1'1:c1 >,-:·TKlti\llNr\l , l.t<; tll!H441. l/$P/J~03210101/0S1114

MR.261 CALCE01460

13.3. ConlinunJ..on Wllhou,Ll~iJ)dini{ Up.

(tt) Jf tht:•'C is U decision tu Wind Llfl tl!ld lc:·11iimllc the ( l11l1J.ltlil)I' US dCScr:tJ~d in Section 13.1{<1), lhc Con'lpan~ mll.y.bc continued o~ provided :n Section I 0 ! .552 the Code. or (b) If thct'l'! •$ u rc1·m inaliM or ii !C! CO!~limu;d lllGtnbc:·ship of the lasl rcmnrnmg Mern be!' ~ls ckscrlbctl in Sec: ti en 13. I(c ), then pi ior to <.:omplelion of the winding up prcce!>!'; blll not le.~ tcr than 90 days nllcr' the cv\!nt or t1;;nnim11io11, :Ile Bmml of Mtmul!crs may contim;r; lht: Compuny by. 1:1dmitting one or more M~111be rs el'fccl.ive as of 1hc occiirrenc.:~ or 1hc 1!v~nl or tc1'111in~ttion. Any. Assignee whose Pert~enhtge Interest wou ld be diuiiHh;lied by rr.f.\sm1 of the utlmiss1on of un Additiorial Membe1· u11de1 the circumstances described in this Section mus; uppmvt: lhe Hdmis~ion ol tlte Addi tional Member.

(a) In Oenernl. On wiuding up the Company, th\! Liq .. iclalol shall dispO!lt nl' u1e Comp11.ny'~ properties nnd r.pply ~in<l di:;tribu1e th~ :iroceeds. or lransfo1· !l~c Co,11pn11y pi'opertieS'. 111 if1e or

following order jJtforH)'.:

(i) to creditors (im:lllc!1ng Members who nr1; -:;p;;dilor~>} in ;1ci.:ordu11tl:! with 1hei1· 1·~lutive righ!S t'ncl !;rioritie:.; 10 sutisi'y th~ liubl li1je:i (11' 1hc Co1np~1ny, including 1.!Xp~nse;\ · associatt;d with thc ·winding up um:I lcnnillr.Uon of the Co111pn11y, ht;t excluding nny Comp::)ll)'

liflbility flit any unp:iid lvfandmory Dislributio:1s;

(ii) to Members. i\!;signc:cs, l1nd former \llcmbcrs In sutisl'y the Compi.my':-i liability for m'\y. unpaid M~rndiitory Dis~l'ibutions: and

(iii) · to M1:111o~rs i111d As">igm;c:; ;1;5 provjtlcd in Sc<.:tio11 4.2(al.

(b) Jjo Me~11bcr Dclk: t Rcstorati~)ll Obli,gotion. No Member is linb:c 10 the Company or <tny ot!w:r p~rnrn'i for iht: n:paym(~nl uf mt)' deficit in the Mtimhc1 ·s C<tpilul J\t.:coulll, except as p1·ovided in Section l 01.206 of the Code.

(c) R~sru~. In lite cliscrelion or lhe LicJllidatoJ, n pre n.1111 !)DJ'l1on Ill' t,hr:

dist:'ibutions that wou ld otherwise be made plll'stitml lC> S.fi1;t!9n 13 14Cnl'fl.U:ai~d (i.ill mny b~ wltht\eid lo pro,iide " 1-eu:;11m1ble res~rve fo1· Company linbilit ies (contingent· 01· othc1 wise) w1d future expenses, includmg a :easonnble reserve for uny t.:hiiim: for in<lemnili1,:<1lion 11nd~r A:ticic Vl um.I for rnly r·ulurc expenses ossoclstcct with imy lnx nudii or olh1:;r l'roi,;~l':<llng l11m ~ii p~·11di11g or mny wi~.

(d) J>~Y.mcnt:i and llli!ffu.!lion!-; lo Mcn1pcrs in !SJ.mi. The l.,1q1.1id~k):- m:1y 1101 1m1ke u11y payments M distribuW:ns to Mcmhcrs o~ t\~/\"Jg11cc.S pw·sw.lt\~ \'O S~Qlfon I JAfJUtiJ) 01· {ill) ci1her lhM tn ct1sh u11lcss ~:I! Members tmd A~signees rccciv i n~ the property approv~ tile tr1111sfrr in kind. The Llquid<!lOr ~hull determine the Pllir TVIHrket V'11Ue nr 011)' properly tron:;fo~IT~U 10 Mel11b\!l'S Ol' Assig!",CCS in kind oeeording to the valur.1.'.0n prnccdL1 re~ ~ct forth in /\rticlc XIV.

(e} Clu1J:t£Jer of Ut1ui<lt1liru!_ fJistribuiiom. F.xccpt •1s ntlwrwisc rC~lti rcd b>' the l.ltl!., amo\tnl:; i.wld lo Members purnu~:n1 to ihis ~.!)011 ! ;).4 ;,;h:;lll be INnli.::t! <lS tm1dc in cxcllun~e fo r the inlcrt:sl of Ilic ivkmh<.:r in Co111pr.11y pi'ope1·ty µ~,t'i' ll <lll l to l.R.C Se<.. tion 7J<i(b)1, I), lncl\tding ~he in!.crcs: or sw.:h Member in Ccmpany goodwlll .

COMPANY AOfifEMfNT vi~ Ct;.'l''ntHllll" PEC11~ 1'tiR1\llNAI. LLC PAGE'. 2.S a'.1 wir 11sp1330321010·.1001114

MR.262 CALCE01461 l:\.5. .Certificate or. Ts;l'minntlnn. The Liquidatol' shall lilc a Ccrti!icatc c>I' Tc1·mi1rntion of n O<>mcstic Emity (Jn th!! corn1~l~1ic1 n l'..ll''he winding op ol'lht: Cor:1puny.

I:3.6, RcJ.rstalc.m.~ll· If the CGmruny is terminated, it may be r'·111:1tutcd in the 11ii1Jt11t:r pro11idf<:d in lbc Code.

AH.TlCLt XIV VALLATJON

. J4. l . [i'air Vnlye ol Compmw P1\11Jertv. The f.'ai1· Vnlue of property contriouted to th(; Compnny by l1 Member us ptll'l of such Mcmb~r's Initial C1:1pital C:tmtrilnnion iR the amount or such Member' !: lt11[laJ Cnpilnl Con1ribu1iont as set fon!1 on H~.P.ili!l.!.'\: 1ni11t1s the amount of m1y c:n~h contri buted to the Compony ns part of s;,:ch Member's lnitinl c,1pi10 I Conti ibu1ion. 111 nll other cnst's, lhc ft::1ir V nloe of ~111 (tssct as of uny d~1te is it:; foi1· mnrkcl l'lil"c as dc\ermined by the: 13oc1•·d or Managers in good fo ith usin~ l 111 y fcns<HU'.blc valuaLio11 merhcd. l l' nny nffcetlid Mcmbl:r does n0t ugrc:c wilh t·hc ve11uution sel by the Board or M;Hrngers, the Fa11· Volui: :shull be d~ tem1in~d using pm\'.:ctkn:s sim ilar to those set forth in Scc!ion 14.2, and the cost nr llny such cktcrmim11io11 shtill he bot'nl~ c11t11·dy hy rhc al1h:tc<l Member un less tile Bonr<l cf Munagcr~ or t1 Majorily-in-lntercsl of nil Membct's other titan ,:1c nfl'cctcd Mcnibet· nppt·ovcs n1·i altcrnutivc allocation 11f\ucl1 cost!'i.

I4.2: · ~Jlse Pric~ or Membership lnte1'1!8!.

(a) For pul'poscs of any n::dcmp!iot1 of~' Membership Interest purs1mn1· to Sefjion J0.3f2}. the ptm.:lm:se pd<:e shtdl be th(: Tri ggering £vc11t Pu1·r.:hus~ Pri1.:e.

(b) , If' the Offering Member and tho Cotnpany cannot t:oopcro:1vcly dcsig iatc an 1

1

1.1 ppmi~1!1 wllhin J 5 dnys fol lowing the d~tc of the gcdc111p1ion Nolic1;, then the Offeri ng Member ,rnd the Con1pany shall c.!cich sdeer an appraise;', <\ttd ~ttch two (2) ,1ppraisers sh<lll se:ect a third 11pp1·aisc:· who shn ll select the nppraiscr lo perform such appnlism. T he cos1 or eadi upprrii~al !\hall be shu 1·cd ~(JtU:i! l y by tbe Company· nnd the Orlcrlng. Mcmbcl'.

14.3. Va luation or Membe-rship lntcresrn. For ul! pmposc::; o:: this Agreement o l h~~r lhan the v11lmtiol'l rf Mcmbc rshi 1~ 1i~1ercsls in t.:(>llll(i!Ction with <1 Trigge1 ing Hvcnt, the foir mnrket v11! t1e or the \/lcmhcrshfp I nterest~ Rhal l he dclcrmincd by rhc Mtmugcr.s r.msur.tnl 10 'm ind.::pc11Jcnl thi rtl purty apprahrnl of the HSs1:1:.; ol' the Compimy. ','hL· lfourcl of M~nagcrs shull 110 Jess 1lw11 ar:11ually. cause tht: mrn~ls ol' the Compwi)' !"be uppraiscd b}' ;111 1ndcpcnllc11! third pnrty.

ARTICLE XV

GLNElV\L PllOVlSl ONS

(a) In General. Sub,1ecl to the followi nB exceptions Hnd !imltt1tions, this Agrccmcm ffUI)' be <ltnCJ1d(~cl OJ'l!y Willi the Wl'itren t~pp1'0VHl or ~1 11 Membct'S.

(u) ~~~ l icms onct Llmi1nti911s. Tiic 13oa1·t.1 or Jvbnagc:t'S may mncncl Cxl1il1it A n·orn ti me ~o lime to rcllect the admission ;:ind withdruwnl or M':m bcr~i. ~111d dumgcs tti imy lvlc in b~r's Pcrcentagt· lnicrcsl, m ~iccordance wllh thi!> Agrcc:."11~11t. No umend111c111 l'i. Ar1klc "..1 (1·~1t11i11g to liabili ty Md !t'-dc11111IJ'icati<ln) 111uy advc;·scly affr.cl the rights or cbligution,:; of uny lndi:nmilkd l)1;1rs..rn witho ..H the 1ndrnrn i Vied Per!l\ln's prior written >lpprnv.il. CCM!'ANY AGREEMENT or: CJ,,'i n RION p~;(.'()S 'flill,\1111'1\I, LLC l'AGe 26 tr.ll 14!l1. 'l/SP/3303~ro·o·JI0'.11114

MR.263

CALCE01462

I5.2. NQJlf.st An>' notlct', 1·eporL or 011:c1· co111111t1nicution rc([lti1•ccl m permitted lo be mode H:l nny person by· this /\gr1;erncnt shall b~ in wriling tind is <lccmccl given when (~1) dchvcrctl In the pcrs~1 n by h.;ind, {b) the third business clay alter delivery lo the United 8l;1te:.\ Poslc;I Servicc: (or other dcsign;ited dclivt:ry :?crvi<;e us \lcllnec in l.R.C. S~clkrn 750?.(0)i postn~e pri:;pulJ, iu <111 cnv~lopc pl'Opi::dy addressed lo the person al the pcrson 1s address se;( lhrlh in Lhe Conip3ny'~ rei:o~cls >1S oJ' ihc d;11e ol dc;lvcry. or (<.') suc1.:c~.sf1.11ly tn1m;mi1ted by lllcsirn ilc 01· 1.: ~cctro11 ic mes~H~(~ I<.> tlic person's li1ci;ilnik· phone number or e-mail <1ddress {as 11pplicuble) seL forth in lht Comp,1ny's wcords <is or !h~ dote or trun"lmission. /\ny commimiciilion 10 the Ek1nrd <n~ Munngen:; D" lhc Cmnpcny may be delivered lo Llw Compa11y's l'Cgistcrcd office dc5igm1tcc.I pti r~mtnl lO Scc~..J..

I5J. Ciovc111il1g r..~tw : Conscnl to Jw isd '. ctlon. Thi., Agrecrm:nt is govcn1cd by imd shol I be ..:ons:rued under thc Jm.vs or the State of Texns wilhO~tl rc:gurd 11' legu! rl!lJu!rz11'lents tt1nt woufd rc@iru lhe applic<11i•.>11 or tile luw of any olhcl' jurisdiction. Any Proc~cd i ng c1r1~i11g uul ol or 1·elutin~ In thi.:: Agreement the Compnny's acrivities or properties mny bi: brought .:~ the sttlte COLlrlS of Dnllas

01

Coi1nt)(, Ti~:-cas or, if it h<ls or can acquire jurisdiction. in i!~e United Stales f)istric: Ci:iurl Jocnterl in Unllas Coumy Texas. Et1:h lvJeinbe1· and Assignee incvoc\lbly submils H> th~! !.),'\\\lu!-!ivc jurisdii.:1io11 ol' eutli such cowl io nny .such f'l'oceed!ng, wn i v~s uny objci.:1100 h ll'l<•Y 1H>1\' 01· hen.'t11i·e,. ht:vc 10 vc11t1c (i i ' tl1 co1wcnlc11:.:c or' fon1m. ngrecs lh£t! ni l <:1<1ims i;, rcspl.'.ct ol' t·hc P"<h~c~ding s~1ull he hcitrCl rn1d dererminc<l only in any such C•Hlrl and <1gr1.:es not 10 brin~, ~iny· !lu\:h Procc~cling in any t1thcr l.!mirt. T he Company m nny tvlembt:r m Assignee muy fil{! n copy or thilf Agn...,~m~ n t wilh uny 1.:011r1 os wri 11c11 cvld1mce t.11' the ngniement b~lween the pttJlies irl'evo<.:ttbly lo wuivc 11;;y objections to venu~ or to co1wcnic11cc or !b:·m11 llroccss in <n'lY Prn·::ccding rck1 nxl to in 1hc !:!C:COl1d ~Clll't:11t:c ol' this Scctio;t 'M$\Y bt: served on all.} ' party an)'\•vhcre in the wtirlcl.

I 5.4.· W::ti"er. Any f~illtre by 11 pnrty rn insist itpon the strict performance of ,my coveumH or clmd:tivn ol' lltitl Agt·cement, 01· tu cxcrc!se trny right u1· i·t:metiy upon " hl't.!~t\ih or HO)' :web covemmi: ot· crn1d;t;on, docs nol constii;,;jc waiver of uny sm:h covc11nnt ~>r c~indition ;.1:· uny brem.:i1 lhen.."01'. ~\ purly will 1101 be u~emcd to have wa.ivccl uny right oi· remedy tmdi;;r this l\µr•~cmcnt unless ihlll party l1ns signed n wr:tl'Cm clocume;1t lo that eftect, and <1ny :such waiver is· u~r1 l i~n~. 1e only with 1·esp1:::ct ln the specit!c provision one! insrnnc~ for which it Is given.

I S.5. Enllrc Aurecn1e!~I. ·1his J\greeme111 ~t1pc1·scdcs ~II priOI' ngrccmenrs, wh~thc1· wrincn or ornl, berwe(rn the 1n1rtics with respect to ils :$llbje<.:\ mHHcr Hl\d t:on:stitL1t~~s a l;Olnplclc <ind cxclrn;ive :'JhllN11·:111 of the ''gl'eemc;it between the pattic:; with 1·<:~!;pect lo its subiect l!Httlet'.

15.6. s ~ c£CfiS()l'S rn:1d Asshr~. Nn 1vtemb0i' w· Assignee moy ns~lgn aiiy of Hs righ1s 01· delegate ;1ny ol'ils t>b1igntions undc1· lhi~ /\gr1.:e111t..:nl cxccpl lt)< c,'<pl'essly p<.!r111ilted :.1 !his A(;!rt!t:111t:!nl.

15.7. Tl,lrcl-J>artics. Othc1· than >IS pro\'iC.:cd in Scctiop 5.7 (rdnting lP relirna:c 011 nuthorily ol'

the Bm1rd cl' Munag.ers) nnd Articlt> YI (re l ulm~ lo rights 01· I ndenrni lied l'erson~ ), none ol' : ' 1c pl'Ovisions o!' this 1\grccmcn1 t'!l'e for the bcnctit of Cir cnforccublc by any creditors or th~ Company or orht:r persons n~)l tl pnrly to this Agn.:~:11c1u. cxi,;ept such bcnclits m; i11ure to a sw~c~~sm m' pcrn~i'.:cd assign in Hccnrdi:ncc with .Scc! io.u.J 5.6.

15.8. ~~~L~.n1Q.i!Jl!~. 11' ml)' provision ur lhig Agn.'tJment is lidd ill valid or u11cnlon:cobl<.: by uny emu t or r:o111p<:lc11i jurisdicl(o1i, lhe olhcr provisions or this f\grccmenl will rcrn11i11 in l\dl lt>t'i.:t.: und efii.!ct, 1\ny pn:ivisiQn ul' this Agreement held lnvorid or 1,menlorceable on ly in ptlr1 onlcgr~e will 1·~mnin 111 ti.d· !C.m.'c aud effect to tht:! ~><lent not held iiwulid ur Llncnforceoble.

COMPANY AG~El':M~N'f OP Cl\/\"l'ltltlflN l'l\f'O.'\ TV.lt'.\lli'~•\I , L!,C. PAGE 27 S2114GI 1/SP/a30,l/01:11/!l~1t111

MR.264 CALCE01463 .. ·· Consirnction. The lnnguugc in this Agreement /!.; 10 bt: cons1ruc<l ncc:Ol'ding In its liiii' l 5.9.

me~ming and is not (·,) be slriclly ctmslrucd !'or or uguin:>L u:iy party. Nolh ing i11 this Ag:~cmcnt is lo be const!'l!Cd ns outhori.zing o~ l'cquiri11g nny ;lction thnt is prohibited by the Code or other npplicablc l11w, or as pl'Ohibiting uny nctio11 •!rnt is ri:quircd by !/1t) Code or u~licl' ;1pplk<1blt: !aw.

· . 15.1O. )*csutjon 9f 1\j,;rec111~1'1. This Agret?mcnl mti)I' be <::xect1i!!d in coun 1.erparts, ench or \vhich will be deemed lo be an original copy of th ls Agreemet:I, Hild ull oJ' which logeilw coristitlJIC one . agreement. Any signnlmc to this Agreement evidenced by n facsimile or othc1· electronic 1n111smissio11 of such signnlure ~hH!l be binding on the p<inies to the same extent as i r such signntu1·e WN~ un origirnil.

· is:l 1'. Furthei· Ass11t<l!.1C~. The p<:wtics shr:n execute and dclivt:i· nil documen1s1 p!'ovidc: all ['.1formntion, and toke or refrain ·frotn to~in~ ncticm us mny be nc1,;t:ss:1ry :):· upprorrh1t1;: 10 t1ehl1;:vc the ptu·poscs oi'this Agrccmc11t.

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COMPANY AGREEMENT OFCf...Yri'uuo" Pi:cmfn:1~'111'1-,\I' LLC 6211457~ 115Pf.,130321011l1/091'11 4

MR.265

CALCE01464

SEP/ l l/2014/':'RIJ l J: l 5 PM B,O,LLEt>.tEE INTEREST P,\Y. N~ . 313-429-1103 P. 0 ~2

CENTURION 1,0GlST!C.S 'lLC

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MAN'AGER:

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COMPANY AcRl!ltM'EN1. 01" ommuoN:Ptcos'.l.'E.nl 11NALLLC t11ft-.t.14~ • 1Vt"lt'l.,,l\"1' 'Jf"l.lf'\,lflU\•""' 4 I' l·

l

MR.266 CALCE0146~

COMPANY AGREfi:Ml!.:NT

Ofi'

CENTURION PECOS TILll.MiNAL LLC .....

. . EXH101T A M.E_MBEfil.:_CONTIUDUTlONS AND P~RC.J~NTAG ll;J NTll:IU!:STS

... Kl'foctivc us ot' 1'hc li:l'fccHvc B}ltc . .

M 'E MUER'NAM'E ANI) Al)ORESS lnitinl Cnpitnl lnitinl Percf:nt~gc Contrihution I ntcrcst Cc1~ t llrion L'Ggi;stics' LI .C $400.00 40.00~1(, 17950 Pl'esro11 Rond

.. ,. Suite 1080 · D<1llt1s Tc.1<aS 75252

1

CAM Oll :mu Nntui·al Gns.' LLC "· ·" $600.00 800 Sp1fog Street Suite 205 . .. Shrevcporti f.:m'iisionri 71101

...

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COMPANY AGREEMENT or: c-.:NT11wh:-> P1;co!{'fr.m11;11,\1.·1,1,c G211~.ll 'l, 11SP/33<13210•1(11/09' 114

MR.267 CALCE01466

COMPANY .\.GRF.li:MI?NT

1

OF

CENTt;R!ON PCCOS TERMINAL LLC

APPEi'; HIX A

......_...

PRlNCIPUl:S OF ALLf)CATION __ A. l lt111·odu<:tiqu. This Aj)pendix se;s forlh pri1wiplcs undui· which items of income, gain.

loss.: deductioll nncl crcdil sh:tll be allocated nmong th1:: Memliers. This /\pp1.111dix •ll~o ;)rovides f:.)!' th(: dcterrn inntion Hcd mnintennnce of C11;)ilal Accounts , generally it\ m.:cordancc wit h ·l'l'emn1ry Rcuuhulons promulgated tllld~r !, R,C. S~lkm 704(b ), lhr pt1qmse~ or detamin1 ng !!llch altm:utior1s. For purpo!!<'!!> o I' this Appendix, 2111 Assignee shnl I be '. rc111cd in 1bc same munm:r i1s n lvkmbt::-.

A.2 e Dl:linitiOll!'.i. Cnpitnlized tk:rms used in lhi~ l\r>P1!. 11 di~ htt\'C lhi: mcunings !:lel ri.1rlh below or in the Agrcc:1"cn1.

;,Adjt1~tcd Cuphnl A'<.:coH;1t Dtli5iil" tn~atw tiny dclic!t bnlmicc 111 ti Member's Cnpitul Acco.int ns .

of the end ni«t lllxable yeiir. cil1er giving. ~·lfoct to lhi.: lbilowi11g <1tijus1111c111s:

· C1•cdi1 ro the Capiwl /\ccount <iny l\tntll1rtls Lhe Member is obl igulc<I w rcs~ore · (i)

purs:mnt ro

lhc Agrccm~nl or is deemed fo be obliglHcd lo rr:s:on.: 1nmw11111 to (11) 'l'rci1sury R~gulnnons 8cr.:tinn l. 704-1 (b)(2)(ii)(i.:) (rcl!it ·11g 1<1 <.1blignlions lo pny. pnrtncr :Jromlssory notes and otlic1 oblig~1tio11s to m~1ke c<mtributioru; !0 tile Compi1ny), CH (b) the penultimate scnt(·:1ces of Tr..:a::.tll')' Rcg\d:tlions Sectk1n5 l.704-2(~)( I ) (rclming to par:ncrship minimum guin) <111c. I '704- 2(i)(S) (relating lo p~utncr Mmccour~c tk:bl mi1\iim1111 gain); nnd

(ll) Debit ro s11ch Ci1piml Account the items clcscl'ibcd in T:·cns\1ry Rcgulnrions Seclkns l 704-1(b){2)(ii)(d)(4). 1.704-l(b)(2)(iiJ(cl}(5}, and J.704~l(b)l21(ii)(d)(6) .

Th~ tcwcgoing defin ition is intended to comply wilh Trensury Rcgularions Section J .70'-'-l(b)(2Wi)(d) 1111d shall be ln1erprete<J cmlsistcnl ly·therewith.

"C~;rjrn l Al:COLt11l '' hns the mcnnmg get forth in Scctim1 /\.3.

··Dcpre::ifllio111' rnean::;, for ~urh lnXiihlc year, u11 itJn\)Llllt cqu;il to the dcprr:<:intiun. nnw1·1i~utio 11 , or tHher COS( t·ectr:cr)' dc~b~tion ullownble with respect ln Fill flSSCl !Ol' st\Ch mi.:~1bk year, CXl.'Cp! !h•ll ii lhc Gl'oss Asset Value or an ;;1ss~t clitfor:; thm1 its udjustc<l bl;sis for fodt::rr.J income lax purpo:;c:s nt the bcgin11in~ oi" :1uch Lox;1bk yeur, De1"·eci11tion ·is ;:n umounl which beui·s the smne rmio !O su~h begi nning Orn:ss A~sicl Valu~ as rlw federal incotn~ rnx deprcciut1011, :imorti1w1ion, or ofhe1· cos! ret..:overy dcdtti.:lion !:;.)J' sttch HIX$bli: >'~~ar bems lo sut.:h begi1mi11g ndjuslc)d t~1.~ b.isis. Jr the adjus1~d lx1sis ro:· fodcral in..:ome tnx purpose~ (') r l111 t1~1Scl !ll thi:l 1i~.:gi 1111 l 11g (i I' ~\li!h !t\Xttblc )'CHI' is r.ero. fkpr>·!<Jictll\111 sh<dl b~ dctcnrnn<:d with 1·eforc11c:e to such beginning Gr'OSS Asse·t Vnl 1.1e using uny l\!ll!>(Hiable lilelhod selet..:ted by the F:kH11·ci of \Vbmigers.

''Gro:-;s A:s:>yl Vu I tie" means c11l 1•ssct's <1tl]u!lh:d bnsis for l;.:!dernl im:rrrm: tux purr><1~es, r.::-.1:cpl us follows:

CCMPANY AGREeM!?.NT OF C!::NTUIUON Plt<.'Oe\Tt:H1\ll1~\L Lt.C e2114!i7.1/SPl33032i01\l11091114

MR.268 CALCE01467

(i) "!'he- iniliul Clr11ss A:-1~c:t Vntuc of nn ns:;¢1 contributed bv u Member to the Coinp1my is the gross rair Value of such n:,ii;c1.· a:< dc1c1·111incd by 1he l!Olll!~ibll!fn~ Member and the.: Bo~ll'tl 0J'M11nt1gers ulid u~ llt!t f<lnh n11 E:..:hibit /\.

(il) The Grt)SS Asset Yulues or Conipnny a~scts shul l jc udju.slcd 10 C(!ll<tl thdr t'C!!pe·c1i-.·e gn:l!-IS, Fai1· VnhJcs (!<.king I.RC. q 77(\ l(!J) into <1ci..:ut111,), ;:1s <.klt:r:·:-: 'ncd by th\.: l3tn11·tl n( Mor1agcrs, ns of the l'ollowin~ riliics: <A) the ;1c:quisitiM or HI! additional intt•rcst 111 lh(• Compuny by tH1)' ne;:\.,,. or exbting Membl:!r in <!.'\clwng(;? !'or more limn n (/(! ;11ini111ili Cnpilal Contribution; (13) lht: distribution by the C):m1p•1t1y to 11 Mctnbcr ol' more thun 11 iii! minimls · nmou11t 111' property mi consideration for w1 i11tc1·cst in the Compn11y; (C) the 1iquidation f!f the Co111pm1y within the meaning of Tremn11y Reuulutions Seel io11 l. 704- ! (b)(2 )(ii)(g): <llld ( D) in connc1;tion with the grant of im interest in rhe Company 1,otJ1er tlrnn a de mi11n11is inlcresl} ns ~unsidr.:mHlun for the provision or st::rvh..'Cs Lo or for lhc buncfil ;;ii' the.: Company by a Me1nbcr acring in a. member capacity or in n11ticipati<.rn of being " Mcmbcl'. 1\dj1.1sl111cnts ptlt'St;nnt t1) clliWlCS (A), (i3), Md (D) above arc required only if the l)QHrd ol' TYforn1gcrs determines thr.t such acljustmc:~ts iwe necessary to accurntely 1·~f:ect the i·elative econon1iL. inr,~rests oi' the Membe'"s in till.! Comp~111y.

(!l ·) Thie Grofls Asset Vi:luc of n C'omp;my '1ssc1 ~li:;trihut~d to .1 ~-'lc111hcr shall b'.'

l\Cljusr1:xl lo cqL11~l 1he gross ruir Vul uc (ltlking Utt ~ 7701(g) into (ICCOlilil) or !iUCh 11.SSCI tm l11c dnte 411' dis1ribl1l10n m~ dete1·miiiud by th~ dis<:ibu1cc wid tht: l.!u:m.l M fvhm<lgl!i'~.

{iv) Th<Y Gross Asset Vniues ol Company ussets shall be incrcnsed (or decreased) to reflccL nny ~1djustments to !he ncij t:stcd bnsis of suc.:h nsset3 pursuilnt to l.R.C. Section 7J4('.)) 01· J.R.C. Section 743(b), blJI only to the extent that such :1djustments <H'e take!\ imo accoun( in determining Cr.pitnl J\1.:coun!~ ptu·smml to T:·casury Regulutinns Section I.7(J4-l(b}(2){iv}(m). Gn.is8 Asset Values shn! l n~ll l-x: ~iclju~td p11r~uunt tn this r.nrngruph (iv) 111 the ~:->tent 1hat un nqjustmcnl is required pun!uunt to pnrngraph (H).

. 11' the Gros.!\ i\.ss~t Yalt1c <.11' an uss1~1· lrns b1.:1rn dctcr"t'111cd 01· adjusted p1.: 1·sua1:t· to subpnrl'lgt·aph$ (i). (ii)7 ~ll' t)v)

or tllis delinilit111, the usset's Gwss ..\~SCI Value shnll Hie1•ei;iler· be: tidjus!ed by the f)cprc1:iuli11n tuken into accoun: with 1·cspccr lCI such nssc:l fol' pu~·1~oscs of Gl,mpuring Net Profit un<l l'~ct Loss.

''Net Profit'' and "N!!I Losi>" mean, fi.)r 1~tcl1 l<lXallle yeur or other relcvc;n t pt:r.ud, an 11111oi:nl cq1;AI to the Comp.any 1s rnxable income or loss for such taxable yenr or other relevant perivll, dt::ermincd .in <1cc-.ird~1m;1: with LrlC. Section 703(n) (:or Lhis purpose., mil ii~ms ol income, gain, loss, or dedl 1cl.i<111 t'equired 10 be suited separately pursuuut to I. R.C. S1::cti<111 703(u)( I ) shall be iw.:luded i11 wxnbk: inc<.11ne or loss), wirh the follow:ng udjustme111s:

(i) /\ny income or !hl' C:ompr-111y ihal i~.; exemp; n·or: fedcrnl income lax :md nol otherwise wken into l~cco~mt in compuling N~t l'rori t or Net Lo:is :ih~1t1 be add~d to su~h tnxi1~1l~ incn111c or loss.

(ii) /\ny cxpcnditu1·cs of' the Cmnpuny dcscrtbQd in LK.C, S~Ltion 705(n)(2)(B) or t1·e;1t~d m; t R.C. Secti<~n 705(al(2)(l:3) .;!;Xpe:·dil\ll'CS plll·~1111111 ~o 'I reu~ury Regultition::; Seel ion 1. 704- J (b);2)(iv)(i), und not oth .:rwise t!lkcn into nccou11t in eompu1ing Ncl P1·oti1 t)I' N1:l Lo~::;. shall be subtrnctcd from st1ch lc1xnblc income or tos5.

COM~ANY AGREf:M~NT OF C1•.i'\"rt1h:ON •>1~oo~Tt;1t'llN;\l. l.1I,{ G11HS7 1/SP/l30J2!0'1!)110!l1114

MR.269

CALCE01468

(i;i) I!' thr. G1•oss Asset Value of ~111Y Company ussct is ncljustc'd pmsurul! lo :ntbp<lrttgmph (ii) o:· (iii) or the Section A 2 delfoition of Omt1s ;.\~set Vnlllt?. the amount of' such 11dj ustmc11t s!rnll be tnkcn in10 uccrH1111 H!> gain m· loss lhim dlspl)siti(m <)J' the nssc.:1 li..;r 1rn11,os~!s c;f'c~m1puling N~:t Prnnt nml Net Loss.

(ivj . Otiir:• ()I' loss i·csulling lh1111 r:ny disposil ion or Co:~:p111 1 y propc:rly with rcsp(:Cl lo wh ich gHin or leis:; 1s recognized for leckMl incrll))I.! t<lx puqmscs sb<ii l be com.puted by 1·ctere11cc lo llw Gross Asset Vului:: of the properly disposed 01' (unreduced by iin)' liabi :i!ic~ Ult l'ib11t~1bic thc1\;tO), IJ<)lwithstunding 1h;1t tht: m.1.iu:-;tcd tu:-; bus is (1r si1ch propi.:1·1y di ll~rs 1'.·on~ hs Cross t\$sel Vftlue.

(\') II' lieu or LIU.\ dcp1·~<;Ul1J<)n, a111c.11·tizmi()11, m1cl o!h~r t:oi;t recqwry deductions 1nlw11 into t1ccount in computing such lmrnble iw,:ornc or los:3. there sJrnll be l(1ken into c.1ccmml Dcpl'Ct:iation compt1lcd in llCCN<lancc with the clcflnition or Dcp1·cciatio11 ill Rcctlon /\..2.

(,ii) 'f"o ihe ext~nt M Hdj11s1r: enl lo the hdju~ted tux lmsis of <tny Company i1SS(~I

1

pursw\nt to !.R.C. Section 734{b} is requiretl pursunnt La Trca:.ury RciJUlntion[I Section 1.704- l {b)(2)(iv)(m)(4) lO be taken illlo ~11.:count in cfo~tcrnii11ing Capital /\cc:ounts as a result ct: n chstrib11tion othc1· 1hnn in liguidnlion ol' a Member·,; lvlembersrip Jntcrnsl, th~~ im;mmt ot s~;ch adjustment shall be !rented llS tt.n ircm of' ~!till (jl'th!! ndjuSt!llenl incrt~USf:!:l thr.:: busis or lhl:.! !11'!1'<.'l) or lo~s (if the ndjusln~ent dec1·cases the bnsis of the asscl) from lhc dispo:;ition of' the nssct und sh<'ll! be tak<:n into l\CC.l>unl lbr pi:rposcs of compl1ling Net Profil er ".'Jct J.oss.

··Non1·ecnw·se Oedu~tions'' hns the meaning, !iel thrtb IH Trc•1sury Rcg11lati<lns Section I. /04-

2(b)( I l ~in<l .shnll be detcf'mine<! n<:t'orC:ing 10th~ prnvisi0ns l>l .. 1 re<1s\1ry Rcgu lulions Scclio1t 1.704-2(1.:).

"Nonre,comsc l,.1nhll.iJ.x'' hn:; 'the mcnning :;1~ L fortr in Tr~a:nll'y Rcgi.ilations Section : .704-· 2(b)(J ).

''.,&1rtncr 1'1011rccoqrs~••P.~" hm; the inern~ing ~t !Orth in Tre,1sury R1;!g~1lutions S;:ction I .704-

7.(b)(4}

''Part.ner Nonrecoui·sc Debt Minimum Gain'' hns the mco1i:11g set for!h 111Trcasll~·y Rcgult1lions Sec1 :on L'704·2(i)(:!) n11d ~hnll he del'crrni;;cd in nccortluncc wilh Treasury Rcgul:ilinns "lcation I.'7CM- 2{i)l3 ).

·'f>artne~ Non1:gco11r;;;~ Deductions" hm; 1hc m1:aning set l.brth in frcr1Slll)' Rcguhttions &-c1io11 J. 704-';:(i )( l) ~llld sl1t11l be det~rmine<I in accordtmc<: with Trt:usury Rc:'gulation:; Section l. 7iJ4·2(i J(2)

"Pflr\ps;;l}hjp Min.imum Cli!i.D.'' !ms \he mctming sci forth in Trell!wry Regul;1tions Seclion I .704-

2(b)(2) arid slrnJJ be dctc1•111ined in accordance with Tr~t1su ry Regvlatio11s Scclioi1 I 704-2(d_).

AJ PlQitnl Accoums. The Company ::ilrn!I dctel'mim: und mnintain Cupitnl l\l~rnttnls.

'·Cap!:Hl Account" meuns lln 1:1ct;0t111l or e;1cl1 Mc111l>i.::r dcto.:1·n·.i11cd und 1nttint<1incd lh1'ol1ghnt11 th~ i'ull lc:ln 1>1' the Conmiioy i11 ~iccordance wilh the C•'1pi l1.1l <1<.:cl11mling ru les 01· Tt·c~i:-;111 y Regulations Section I.'704-1 (b}(:?.)(iv) Withotl! limiting t he g~nernlity ol the lorcguing. 1l1c fbllowing mies apply:

<u) The Capita1 /\<.:co~:nt nl' each Mcmhtr shull be: Lr~diled with (i) lll1 amount equi!l to :-sud1 IYlcrnt:l~r'.)l Ct11~llr.I ContributiOl~l'l t111d the Fuit' Vnluc ~ir prnporty con1riln11c<.1 (if pcnnittcd l1crc1.1ndcr) le the Compilny by :111ch Member, llii such Member's share n:· 1hc Gnmpuny·s Ne\ ProJil.

COMPANY AGR::EME;NT OF CC'\ffl•IUON Pr.co,-; Ttm1\lfl'W . l.l~C G2·J '·45Y. l/$f'/~3U~U010110~1I1~ .

MR.270

CALCE01469

nnd (lii) IJw n111ot1nl (l['m1y Comp:in}i li<1oilitie!:\ nMuinccl by. <inch Mcmhct or thal :ll'c m::curcd by pwp(.)rly tlisll'ibutt:d lo ~Ll~h Mcn1~1er.

{b) The Cnpillll Ac<:oum ol' c~1ch Member ~hnlt be debited by (i) 1hc amount <>l C[lSh anti the Fnir Value of property distributed lu such tvkmb~I', (ii) su~h Mt'mrer·s shrm! of the Company's Net Loss, and (iii) the am(1t11it of iln)' lh.ibiltties (lf st;ch Member assum1ed by lh•~ Company O!' thut ure S'~cured by any property cont1·ibt11ed by sttch Member to the (\rnlpnny.

(c) Upo11 the trm1slbr :Jy n tvicmber or nl I or pol'l of an in1eres1 in the Company tt 1\cr tht<Ef'fr:ctive Date, the Capital Ac<:ount trl the tum'.-!fcror thnt is ot1rlhutnblc to the trnn!-!·ICrred iih~r~~sl cnl'ric.~ over to the 11·~mstcrcc and thti Cnpirnl Account~ ol' 1hc 1Vli.:111bc1·s ::;hall be: 1\C(jus,cd 10 the extent pt·ovl<kd in Tn:u:mry R~gul<1t it)n$ Seel i'm J. 704-1 [b){2)(i v}(111).

' (d') In delern1ining th~ ~mo~mt er tiny 1i;1bi:iiy for PLll'POSCS l11' Se:.:tion~ A ..1(a) 1111d A.3(b), .1.R.C. S<:<.~lilm 752(<.!) ~ind m1y olh!.'!l' i1pplk:;1ble pwvb;iom; nr thc;: I.It('. nnd the Ti·cn!rnry Regulc11i0m.i 'ihnll be 1ak~n into oCC(>i.JIH.

('.)) Except t1S ot!1erwisc rnquircd by Tn.1<1smy Regulntio11s Section l."/04·1tb")(2)(iv),.

E1cl;lcstme111 to C;ipital Ac<::ounts in l'cspect ol' Comp;1ny income, gain, loss. dcdui::tion. nnd l.R.C. Sec lion 705(n)(2){13) cxpcnditu1·es (or items thereoJ) shnll be: macle with rdc1·<:11cc w lhe fod<~rtd 'ux trcillnwnt of such ilems (nnd, in lhe tn!SC of book items. \Vilh rcforc1H:c: lo lht !eden.ii las 11·e.atn1co1 of the c:orrcspondit1g ll1:-. items) a: the Con:pa11y level, without rcgtml lo any :-:~nnd~tlliry or c:lective Ill:< trcr.1;;ie111 (lf ~uth ilem~ 111 rhe Member kvel.

(i) "l'he prnvisi(.n:; C>l lhi!:i Appendix nnd or the A~rt1(:1mi.:nt l't'iHLl!1g (() lhc m;1imc.:nancc of Capital Accounts arc i111.e11clcd to 1::omply with Treasury Regulmion:s Section l.704-1 (b)(2)(iv), ;,md shall be interpreted mid applied il1 a manner consistf~nt with such TJ'cusury R~gL1ln!ions. 11' the Board of tvhlnagci·.s detel'mincs thut it is prndent 10 modify the 111a1111e1· 111 which the Cupil<ll Accou,1ls, or <lny dcbirs or c1·c..-dits thcrclo (lm;luc!ing ccbits or crcdjrn rclnlJng tti linbilitics rhat llrc .secured b)• \;011tr1bulioar, Ul' lt1stributed propeny m lh<1t are Hl!!illln~l! ;:iy !he Company or rnty ivlcrnbcr), tin! cornputc-d in orde1· to compiy with such l'rcHsury R.egulalio:1s, the 13omd or Mrnwgc;·s muy nrnkt..• sui.:h 111c1dificntion il'il is 1w1· lik~ly to huvc a mater1nl clfoct 011 the "rno~1111s di$tr1bu1cd nl' w he distrihutcd tn (lny Mein be:- pursunnt ro the /\grc.::mcnL The 8ourd or Mnmi.gcrs ::ih<1ll n1ukc nny iidJustmcnts lhal are ·1cccs!inry or t1ppn1printi.: (i) t~)

rnrdnwin ~qunllty berwecn \he C11piWI /\ccouni~ of the Member!-1 und the amount of Compmiy cnpital reflected on the C\)mpnny's bnhmct: sh1.:ct. ns computed for boo!~ pu:·pose~~ ir. uccordum:c with Trcusury R~gulutio11s Scdi011 l.704·1(h){2)(iv)(g). n;~d (ii) if' 11m1n1·cipatcd even !~· (fo1 cxumplc, the ncqu:sition by fh4:: Cc1mp.111y o:' oil u1· gus properl ii.::1) might ,Hht:rwist.: (;uuse tbs Agreement not ln i.:omply with Tl'cast11·y Rcgulati011~ Scctioli l. 704- i (b).

(g) The p1·cv1siuu:-; nl' the proposed Tl'Ci't!Hlr)' RQgul;1tk111s pub!i;:hed on Jc111ui1ry 22., 2003 (68 l~ecl. Reg. 2930), as lhey nrny. subs~~qttcn!ly bl! muddied or adopted us temprnttry or t111ul Trem;ury Regulutim1s, :ih~1ll uppl)' with rt!!:!pccl tunny ni.::ncumpi!n!\Hlory uplions is...;uetl by tile Co1r~pany.

A.4 /\ llocarions of Net Profit a:~ll Ne\ L:-is~

A.4.1 in Genernl After gfving effect tlJ the specinl t1l locations set fot•th i11 Sections J\.4.2 mtd 1\.4.3 hcrcot: Ner Profi t ;md Net Los~ (mid to th\'! extent :iet:~:iliury, indi viduui it1::1~1s ul'im;ome. gain, loss, or dcdu1;1!011) fol'

CCMPANV AGREE;r/'ENT OF Cro:,'l'l't ·!{ION P!W{IS n:1~rn1'1Al. I.LC e~11467, l/SP/:i30~~/0'01tl>911N

MR.271

CALCE01470

any period ·shnll be illlocme<I lo lh~ Members in !:illch amou:~ts :is may he ne<.:c~:.ury lo ClillSt:' each Menibet'~ Otpitnl Account {ns adjustc:I tht'ough the 1;-11d or such period) lo ::.quul, :1s n~t1rl)' as po:::sibl1~. the sum (which m~~Y be either ~1 positive oi- negt·:ti ve amouni') Clf (I) tli(;! :1mou111 suc:h Mcmhe1• would receive i I° all Compm1y assets 011 h~md :11 lhe end o.f such period were sold for (;tt~h lit their Gross Asset Vulucs, 111! Company liabi\itil!JS were satisfied in i.;ash according to thdr K'rms (limited Jn the cuse ol'nny Nl~IH'CC()\ll'se Uablllty nncl PnrttWI' No:~1-ecou1·s~ Dc~I 10 the Gross Airnet v~1luc ur' thu propt~tty M!Curing such lial>llitic:s» till (lu l igntions (ifuny) of Members to comribu\e udditk1!·1\ll <.:;:ipitul to 1he Crnnp<1n)' were Sf.ttisticd, und uny rcm11ining- cush was clistributed to the Memncrs 11nd~l' Section 4.2 us of the li1s1 day r.!' sucl1 period, m11111$ (ii) the Member's share <ii'Par:·ne:ship Minirnw11 Guin nnd Purtnc1'Nlll1reemll'St' Dd11 1\llini 11111111 Oi\in COlll))liled immcctiHtCIY pl"li)J" lO ::;ucn 'kerned :ml\: or m1~ct:>.

A.4.2 IM.\llln.LQ.t.Y...611oct!lion:i. The !hllnwq~ sp~ciilt allocHt ions i;h.i:l lw flpplbl in lhc order in whith they nrc listed. Such tmle::l'f11g is Intended to c0111ply with the orderi11g rult:s in Tr<~~1sury Hcg11lmions Section ! . 704-2(j) ond sholl be uppH~d consist~mly thel'ewiih.

(n) l'vri11i11mn\.,..Q~lmrg,:b~. E><cept as othc:rwis<~ prov!ckd i11 Trei1s~1ry Regulnl'ions Seclion 1.704-2(1), nnythit'g to lhe C(mt1·m·y in this Se<~llo11 A.4 no1wilhs1an<ling, if the1·e is a nd decrease in Partnership tvfirnmum Gain elm ing ony l<'lx•1ble year. cuch Mt!mber shall bl.! allocated it(;)ins of' incon11,: und gnin for llm1 tP:'\nbli;; )'~'.tif (1111d. i I' ncccs~mry. iiuhs,:4l1ent 1u~i1blc Y·~ar~) ~qrn1! 10 th,11 Member1s slime or the ~lf;!~ dc::crease in PHrtnership Mininrnm (J<iin dc:1er:".1i11<:d in uccordancc \\'ilh Tr<:Of4u1y R~gulnrions Section I .704-2(g)(2). ThiR Section A.4.2(al is i1Hcnd~d to !.!omply with 1hc minimum g~iin chc:1·gebacl< 1·cquireme11t in Treasury Regulation~ Scctw11 1.704-2(!) ~rnd gh~1ll be ln:i::rprc:led 1,;(1rislstently 1hcn:wilh. including that !°l(l chnrgcb.:ck sfoill t")c required to '.he extent the 1'equire01e11ts t'ot' ,·eq\1~slhg n wcliver descritiecl 111 ·frct1Nlll"Y Rt.:UL1:ations Sedfon I 704~2(1)(4) an: met or the requirement'!! ·!or nny other exception pre~cribcd by or pursunnt to Trcosury l~cgLdalions Scctilm l 704-2 (t) m·e inet.

(b) .1?11.~oorc_coJ!l.~!?l ••TY.iJ.~~.imJ.1.m..9Jll!.J_f;h!lu;cbac~. Except Ll~ otherwise provldc~d in Tre~~ury Reg;1h11iom; Si:!ction i.704-2(i)(4), nnything lO ihc contrmt ::1 tlii~ .Sel.1ion . nolwilhstiinding, Ir there is a nel dccrmls~ !11 Pnrt~er Nonrewur:-:e Oebt Minimum Gt1 in duri11g fl tuxu:-M >'~O:'. 1h0n1 iil Hcld :rion 10 the a1Mt\ttts, 1f'My, oll<)Catcd p~irsuivt 11; pnrugruph 4.2(n), m;y Me1nbcr wil'l u s!HU'e or lh:H P~ll'tne r NcmrecOUl'Se Dt:bt t-.-1iuilm11J) Onin (dcwm1inod in ;iccordoncc with Tt'Oll~ Ul'Y Regultnionr, S('Cli<\n 1.704-2(i)(5)) OS of the D~gi nnin~ or the 1nxub lc )'Cat' shell! be <1llocu1cd itc111s fll Com puny income ~ind g~1in for 1ha1 tnxabk: yenr (<incl, ii' nceessat'y, for subsc:quent tmwb!e yem!i) equal to thtll Member's sh<ire or the net dc1m~o~e ir1 the Pti1·1ncl' Nonrccoursc Debt Min1mllm G<1i1~. d1.:termincd in atcordance with Treasury Regulations Section I .704-2(i)(4) Tlii.:i S1::c1ion A.4.2(b) is lri1tmdtcl to cnmply with the clrnrgcback or 1n1r111cr nonrccoursc d\!bl min imum gain rl:!qui ~·cd by. 'Tt·easw·y R.:igt1i~1tion.s S1;;~·titm i .704·2(i)(4j und i>huil be inl~rprctt:d conl'i:;ti;:n:!y therewith, ind•1d1ng lluit 110 <.:lrnrgcbm.:k shull l>c rc:quir~d ro 1ho c~lcnt 1hc rcqufr~~mcnts lor 11ny ~,'\c.:i:: ptioni; prnvitkcJ in °1'('(:<1su1·y lh.:t+ulution St::ction I .704-2(i)(4) 1u·e 11wt.

(c) Q<1flliJ:e<11ru:;mll£..Pfljg_L II uny Member wwxpcctediy rc<:civ..:s u;:y ndjusum;nt, allot:alion, or distribt1tioi1 de~cribed in Treasu1-y R::g1tlalions Scut:0ns I,704· I(b)(2)(ii)(L'.)(4), (5). M (6), it'~ms of Company income nnd guin slrnll be: sptdd!y allocated to sm:li Men1ber in rm nmoi111l ii11~! mmmer !iUl'!i<:ient to ~jjminme, to the extent ruquil'cd by !he Treasur;1 Re~ulalions, th<: /\dj\lsted Cupitnl Account D<~licit· of' sm:h Member !l:.i ttllicldy ns p(lssihle. An nlloc;1tion p•:r!i11ttn1 to the for1;1goi11;,: sentence slmll be mt1de only ~o the extent thnt such Member wculcl hav~ :m Adjusted C:1pil<d Account Oeficil alkr all olh~r altocntions provided fot in 8ection A.4 have: been ll'lllnt·ively 1m;dc as ii. lhi!!' ~cc1inn ;.\.4.2(c) \"'ere not in (;1i!-l A111X!ndi1'. This ullocmlon I~ inl<!ndf!d 111 1;011sti lu tu u "q unli!icd iri1:orn1;

COMPl\NY A<i~£EMcN1' OF Ct'.N'lT l<l<l:'I: l'l~t:os 'l'E l{1'\lli•,,\t, IA.C 1'.\t.~...t\-(J 6211457. l/llf'J~303~/010110311 I~

MR.272 CALCE01471 offsi::l" wilhln the meaning o!' Tri.!a~mry Rcglllations Se,:lion 1.704-l (b)(2)(iii(d)(1) llncl shiill b~ congtrucd in ncco.-do11cc- with 1hc. 1·cqt1irctnc11s thereof.

(d) 'i Q.i:tifil:Jucomu\Uuc>1tion. 1;· Member hu~ un r'\d,iu;-;t~xi C11pi~~1l Ac1;(lu1tl D<:li~! il nl lhe 1:.nd or tuty tnxuble yenr, each s11ch M~mbcr s11111l be spc<.:iully ;:illoc,1!..:d item~ of' C'rnnpu11y im:o1m: und gain in the.: mnoun~ of such Adjustt::d Capital Account Oclkit a~ qui<.:l<iy u~ possibk:; rm:v.idcd !IHI! :in allocation pu1·suiml'to this clm1se shalt be made only if rind lo lhc extent tlml the Member would how <11\ Adj~1sted C'1pital Aei;(1uot Deficit nfter all othcl' alloc.:11tionl$ prmii<lt.'.d fol' Jn lltis 8oGtion /\.4 hava been niudc as it'rhis Section A.4.2(d) wc:re not in this /\ppcn{Jix.

. (e) I:.Ioor~.m11·se O~duclipflli· Nuurecourse Dedui.:11rn1s for nny lt\l\ablc yenr shull li1:

allo<:atecl itmo11g the Membet·s in nr.cordnncc with tlwir Pen:cntugc lnlcl'ci.t~.

'• (I) £.grtner Nonrecoq1·~e Dedqctim~. P•1.rtner Nonrecours<:: o~:d11c\ions fo·· OJ!)'

tH.X}'lble year shnll l::c specially i1llocntcd 10 the McmhcJ' whn hcors the e~::'li1l'.Jn'iic risk of lus~ with t'\!spci.::1 to t!·c Pni'mcr Nonrccourse Debi to which such Partner Nonre..:ourn.: D>Jdurtfons ure t11tdbutahlc in nccorc.lnnr.:e wl;b Tre~1~ury Regulnli(Jns Sc(,;it<m I .704·2(i)( I),

un Basis· l\qjus1mc13ts. To .he extent •In adj ~1st111c1H 1·n lhtl l1djwstccl 1nx br,sis lil' rmy C'on1iwr1y usset r:urs\1(mt ll) l.R.C. Scclion 734(b) or l.ltC. Si.:cti()H 743(hl is rcl1uircd under Trcnsury Regulations Section 1.704-1 (b)(2)(iv)(111) 10 be lak1.m intl1 ncctHit\! in cl<,:lt'1'111ining CnJ')itHI A(:<~o1rnts, '.he..• ,11nounl acUusl111enl ,o 1be C<1pi1nl Accmmls ::; 1 ~:ill Gc l1'1:'11tcu tis rn1 i.1..111 of 1tt1i1t (if lhc ntijustmi;:nl ()j' such

111c1·c:1sc~ the basis o!' tl'tc eisscl) or loss (if the ;1djustmenl dccrc~1sc.~ s~i~ll b;.isis) und i;t;ch gain DI' k~ss sh~t! I be sp<.:tinl ly ullocatcd 10 tht: Mcmbcr::i in a nrnnncr con~is!cnt wilh the 111m111~r in which their Cnpltal f\cccunts nre reqL1i :·ed to he ~djHsted pmsuanl lo sucll Sc<:thm ()f lhe Treasury R(;g(1lat1c>r1s.

A.4.3 Ci.1rnlive Allot:ntions. The allllc::nions ~ct Jbrth in Section A.4.2 hcrcol· (the "Rcg;1lntory Allocr.tiotis'!) .we lim~nded to comply with certnin 1-eqL1il'emems ot' the T1·~as1.11·y Rcgulmions. Tile Members inter1d that, lo tile extem possible, all Regul~1tory Allocalious slw.I be offset either with ntbe1· Regulatory Al!ccations or with special allocations or other items of Company incc.1mt , gain, loss, or deduction pllrsuum te> this ~cction A.4.3. Tho:-efore, imy other prnvis ions ()f thli: SectiM AA (orhel' ~han tl1~: .Re~tdulory Alloc~Hions) notwithsmnditig. !he Board (1f lVhrnagers ~h;1ll make :rnch offo~:llin!>, ~pcci~1I allocnli(H!S' or Co1npnny incorne, gtiin, loss. or dcduclion in whatl'.:Vt:I' lllllllllCI' the Bn:ll'd o'f Mn1111gc1·s detonninc:-; appropt•intc su thEJI. alhH' such olfse11ing t1llvt..'t'llio1is •m: made. e<1d1 Mcmb~r·s C:ipltl-11 /\cco1ml hul~mi.:e 1s, lei thl' cxicnl p1rnsihlc, cqrn1l t•1 tin.: Cupilctl Acl:ollnl b<lim11.:(; sut:h Mc:1r.bcr wo\ilu have 1i~1d ii' 1hc Regulalory J\ll()Cl1li1m~· W:.!l\: lllll JK:l'l or the J\gree;mcnl un<l all Com;n111y item~ were ;lllo:.:alcd pu1w.ia11t t0 Scctiti:· A.ti. 1. Jr• t::\crc1sing its dlscrelio!'I undl.!r this Scc~ioi1 A.4.3 1 tilt: Buard ar· Mun:.igi.::rs shu!I tnke into ~1l,.;<.:Ouni n.1l1.11'C Rcgulutory Alloi.:c11irn1s unckr S~:i:1;0n!i AA-.2(u) and A4.2(b) 1hm, al1hough 1HH ye~ nrnoc, nro hkdy \(1 of'f:il:'l oth~r Rcgul<itory Alloq1tkms pn:vim1sly m!:lck 1.111der Scct;~ms /\4.2{e) 1111d A.4.2('t).

{a) Net Profll. Net Loss. nnd other itcrm; .shull he <:1!101.-illc.::d to the Members pL1r.sur1nl to thi~~ 1\ppc1~d1x A ns of 1·he l<1st d::iy or each 1axabk ycai-. nnci al such tinws ns the Gross /\ssct V~du<;s nf Cnmpuny !-'!11pcrlyi1re •1dj1.1s!ed pltri;w111l l<) sub1n1'11gn1ph (ii) nf the ~lt:C:1i1iu11 0f Gro:-i:; 1\s::;d \1;1h1c

(b) 11' duriug miy lnxubl\! ye.1r any /'vlembc1· I! Pcl'centngc lnkrcsl ..:hnngcs, .:ach Membel'°~ shurc or Ne1 Profit Ne1 1.u~lS, •Ind other ilenis (or S\t(;h Lnxnhlti y1~1tr shull be determined

COMPANY AGR~E\l/IENT OF C1:11n UIUON Pf~CO~ TEl~i'?IN.~I. t.LC si114!l7.'J/SP/3~Q3~1010l1001·114

MR.273 CALCE01472

HCC(>t'ding to their v11rying inicrcslS anti UtC.:. 8ection 706(ti>. using imy: ct111vcntion~ 1~ermlt1ed b>• inw ~ml s~lectcc.J by lhc Board of Mu1rngcrs.

(1,;) Fo1· pul'pO:!i\.'S of' dc(crmining <I Mc11~bcr':; .shc:1re or Company ''eXC(;SS. 11()111'1.'.:l.::)i.ll'S\.)

l!11blli1k·.s .. within the menning of TrctisUt)' Rcguli\\ il)ll.S Sct.:j/tin I. 752-J(a)(J). lhc Members' shmcs or Cornpuny profits !>hni! bo deemed 10 cc in prnponiun lo their rc:o:pectivc l'ca;unlage Interests

'(d) To the ex lent pcrmilled by Trcasur)' Hcgula!icins S~c1 ion I. 7(14 ..2(h)(J ), the l3rn1r<l of' Manageb;· muy · .i·cnt nny d1slt'rbution ol' the 1:ruc:c~ds 1.11' a :-.Jon r1.:~m1n;i;: L.rnbilily or u Partm;r Nor11'l!coursc Debt (thm would otlicrwisc be allm:ablc lo un increase in l'nr1ncrship .'v1 i11imum G~nn) ~1:s u di:itribU!Wn ;hnl is 1wt <11locablc lo on im.:r:!H~c in Partnership Mil'irnum Gnm lo the txtcnt lh~ ~listrilmtion docs not cnu~e 01· in<.:rer.se nn Adjusted Cnt:>ilal Accou:il D('ficit for a1\)· Me111bc1-.

A.S · ' T_.Px Allocqtj.QM (n) . 'In Geneh'tl. E:-wept ns othe:·wise prnvided in !his Section I'd, <:Heh item of i11c:orr1e, gttin, loss~ nnd ck(uction of the Compnriy !Or tederal income lnx purposes slmll be allocnted among the Members iu the san\e mnnner ns st.ch Items nrc :1l l0l:lltcd !or honk purpu;,e~ under lh~~ Agreement and 1hi!1' Appendix.

(b) · k~~n~·Tu!!~~.!;l.Qt.Ji~.'~W'id J.lrppc(lx. In «1<.:<.:cn.ltm(:;,: with J R.C. Scc!i,ln 704(c) a11d the rclmci:J Trcri.sw·y Rcguluuo11s, inccme, guin. IM::;. nml dcdllction w~th 1·cspcot t11 lHlY p1·or>1;:1'l,)' i;011tri!:iui1.xl to lhc c;:ipitnl ol' the C()rnpany shall, solely rui tax pllrf>O!'IC1;i, be ul!m:n:ed <IJl10llg the Membel's so as to Lake <1c1:01111 t or uny val'iation between the ildjustcd basis 01' such propet·ty fo lht: Compuny For fodt:rul ltt<.:~m1e ta'<. purpo3e~1 nnd ils Omss Asscl V11h.1c. II' lli:.: Omss ,t.\J:ss~; Vnluto: ol' 1lll)' · Company- nsset is ocljust{:d plH'Stmnt to subpnrngrnph (ii) cil' d:c ckfln!iion ~,J' Gn.iss Asset Ynluc in Sect·ion A.2 hcreoi~ sL1bscqucnt <1llocutiom; of income. gnin, loss, mid dcth.:ction!:i with respect to such asset shal l take; nccounl of ~llly.. vmiation bctw~en lhe acljusti:d basis of such ns~et fi.11· l'cdel'al income lax purpm;cs and its Gross Asset Vrilue in the s41me mann~~· as 110cer l.ltC. Section 704(c) nnd lhc related Treasury Reguln1ions. Any elections 01· othc;- di;:eisions· relating lo olioctitions pt11~uant lo tliis Section /\.5 shnll "le made by the Roar<l of Mnnngcl'~i in irny manner that rcosow:ibly rc!let:t.s the 1:;urpm~~ ~<rid intention or lhis Append:.'< nnd Lhe Agrei;·ment.

(c) {;red its. Except as ~)lhcrwisc r~1.1 t1ired by Trea~ury Rcgul<Hfnns Scctio11 J. 704· I (b)(4)(! i), Items or tnx cr1~~1it and (~x credit rccs:1plurc shal: be ~illl1cateci umong the Members in accord1111cc wi'lh their Pctccntagc lntc1·cs1s.

(d) Elfoct ,c f Ttix AllocatJQJ.lli. AlkH.:nlions pursumll lo this Section A 5 nre solely for purposes of U.S. federal. str:11c, uncl local tHxcs trnd shHll mrt ut'fcct ~1ny Membcr~s Cnpitnl /\ccot11tl 01 sha1·~ vr Net Pro lit, N1!l l.o:;s, 01' (1thcr ll·~niS Of' distnbwion:-; purSU<tlll tn any Jll'<..>Vil'iOn or llii:-: Ap('l1:!11dix nncl tho /\gn:cr;1~ml.

COMPANY AGREEMENT Of' CrXl'lllt!ON Pll.('(l.'> Tf:1n11~1\l LLC \;211<16'i'.11SPll303li0101i\l0l t 14

MR.274

CALCE01473

. In uccm dance with th1:. provision~ (Ir lilt dcllni1im t or ''Triggcri11g 6\1cnl Purdm~~ P1•i~i)" ol' l!w Comp<tny Ag1"Ccmc:nl ot'Cc11lu:-ion Peco~ Tcrminnl LLC (the.• ''.C..:mi@D:Y''). effective us oi'Scptcmbcr J2. 2014, the liquidating value 1:ifthe Membership Interests is as follows:

·· :. l ·. · · Esti111~i:~l fair n'wrket '/aim~ of Cornµ<my tissets $ $-~-·--···

... 2. Less: es1i1't\n1ed selling expenses ,,_$ 3 · Less: liabilities •I Lc:i:;: reserves $ --~c----·---~

5 · · Eqwds: total (tistribt.'11~\ble. ·proceeds (Su111 n!'lincs I -4} 6 · Less : GAM Prel'crred Return Balance $ 7 . · f .(~Ss: CAM Capital Cnntrib11rion HnhH'1.!C $

8 . f~q.w.1.fa: rcsidt.Ulf distTibution cmJOLl111 (Sum of lines 5 - 7)

9 . Rc~ichinl disli:ibt1tion nnn)\.!tit .. l,en.:en\uge ln tcr~st (line 8 + I 00) $ ·~

I0 J,.Aqtdl.lating Vuluc of CAM McmlH~rship Jntcrc~1 l I ··CAM Prefori'cd Rctul'll Baluncc (iinc 6) $ 12 C.Atvl Cupilul Contribution Bah111cc (line 7)

--------- $

·-----~-

J 3 CAM Perc1:ntage Interns! (!in~ 9 r. 60.00) $ .. 14 . TornJ (Sum of lines 11 - 13) $

15 ' Liquid~tl n g. Vnluc of Ccrithadon J\.1cmhcn1hij) Jntcrc~t 1G Centurion Percentage Interest (line 9 x 40.00)

COMPANY J\GREl:MENT OF Cf.N'i't!IHON' PEC<l~ 'fV.l{~lli'lt\J. ·1~t ,C E~1 '145:' .1/S!'t330S2il1'1\)1/0Si114

MR.275

CALCE01474

iN wrrNJ~~s WHERf..\CW. thtl Members htl.VO CXCCl!lcd lhis Cerlil'icnle ur 1:air M11rkc! Valt:e as of the date :irst written above.

MU:MHERS: CF.N'Tl.IRION LOGISTfCS LLC

Dy;_

' '

.. '

Ti1lc;_____ ·--·-~- · - - - -

CAM OIL ANJ) NATURAL GA8, LLC

13y:

Title:_---:----- - - -

... '

· . .. .

,• ...

' '.

COMPANY.AMEE~feNT OF C!CN'l'(lfU()N' Pl•'.C0!-1 Tf,llAll~,\t LLC Gi11457.1/SPl330J2/1110'/!J01114

MR.276

CALCE01475

EXHIBIT C

JflRST AMENDED AND RESTATED

COMPANY AGREEMENT

OF

CENTURION PECOS TERMINAL LLC

n Texas Limited Linbility Company

THE MEMBERSHIP INTERESTS REPRESENTED BY THIS AGREEMENT IIA VE NOT BEEN REGISTERED UNDER ANY SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED ABSENT SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE TRANSFER OF MEMBERSHIP INTERESTS IS FURTHER RESTRICTED BY Al{TICLE X OF THIS AGREEMENT.

6ll l~S7 .tlSP/l3032/0ID110r.l I IS

TABLE OF CONTRNTS

Page

ARTICLE I DEFINl'rlONS ············-····· ........................................................................................ 1 J. I. Dcfi11ed Terms ......................................................................................................... J 1.2. Conslruclion ................................................................................................... _.. 5 a • •• • •••••

ARTfCLE JI ORGANIZATIONAL MAlTERS ...........................................................................6 2.1. Fonnation ............................................... .................................................................. 6 2.2. Nanlc ......................................................................................................................... 6 2.3. Registered Office and Agent; Principal Office........................................................6 2.4. Tenn ..........................................................................................................................7 2.5. Pl.lr]>OSCS ... ......................................................... ......... .................... ............................. 7 2.6. 11 owcrs ........................................................................................ ,................................ 7 2. 7. Cornpnny Properly ................................................................................................... 7 2.8. Consent to Ad1nission of Members ......................................................................... 7 2.9. Status of Managers and Mcmbcrs ............................................................................7 2.10. Cerlificates of Membership lntcrcsts ....................................................................... 7 2.11. No State Law Partnership ........................................................................................ 8

ARTICLE Ill CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS ...................................... 8 3.1. Initial Capital Conlributions .................................................................................... 8 3.2. Additional Capital Contributions .............................................................................8 3.3. Capila) Accounts ................................................................................................... ,.....8 3.4. No Right to Return of or Interest on Capital Account .............................................8 3. 5. Member Loans ............................................................................................................ 8

ARTICLE IV ALLOCATIONS AND DISTRIBUTIONS.............................................................8 4.1. Allocation of Profit or Loss ..................................................................................... 8 4.2. Distributions of Distributable Cash ......................................................................... 8 4.3. Withl1oldi11g ······················••t·•··················································································9 4.4. Limitnlion on Distributions......................................................................................9 4.S. No rught to Partition or Distributions in Kind ...................................................... 10 4.6. Recovery of Erroneous Distributions .................................................................... 10

ARTICLE V MANAGEMENT; ACTIVITIES OF MANAGERS AND MEMBERS ................ 10 5.1. Management and Control of Company Business .................................................. 10 5.2. Resignation, Removal, and Replacement of Managers ......................................... 1O 5.3. Actions of the Board of Managers ......................................................................... 12 5.4. Limitations on Board ofMnnugers' Authority ...................................................... 12 5.5. Dclcgntion of Authority; Officers .......................................................................... 13 5.6. Reliance ................................................................................................................. 13 S. 7. Compensation and .Expenses of Members and Managers ..................................... 1J 5.8. Standards of Manager and Member Conduct ........................................................ 14

ARTICLE VJ LIABILITY AND 1NDEMJ\'JF1CATION ......................................... .................... 14

FIRST AJ\lf.Nl>lm AND RESTATEU COMP/\N\' AGnt;t:r.n:NT<W CE."ITUR10N PECOS TJ.:HMINAI. LLC PAGE 6ll 14S7 41SMJOJ211>1Dli0721J5 6.1 . L..imitntion of Liability .... ,,., .................................................................................... 14 6.2. lnden1nificatio11 by Company ................................................................................ J 5 6.3. Conduct Not Protcctcd ..................................... ...................................................... 15 6.4. lnst1rance ................................................. ,.............................................................. l S 6.5. St1rvival ................................................................................................. ..................... 15

ARTICLE vn BOOKS AND RECORDS; REPORTS ................................................................ 16 7.1. Mni nlenance of cmd Access to Books and Records ............................................... t 6 7.2. Fiscal Year ............................................................................................................. 16 7.3. Financial and Operating Reports ............... ............................................................ 16 7.4. 'fax Rcports ............................................................................................................ 16 7.5. 'fransmission of Com1nunications ......................................................................... 16 ARTICLE VIII TAX. MA·rrERS ................................................................................................. 17 8.1. 'J·ax Classification ............................... ,.................................................................. I7 8.2. Company Returns ..................................................................................................... 17 8.3. Tax Elections .. ,. .......................................................................................................... 17 8.4. Consistent Reporting ......................................................................................... ...... .... 17 8.5. Tax Proceedings ........................................................................................................ 17 8.6. lnfonnation and Documents to Company .............................................................. I8 8. 7. Su.rvival .................................................................................................................. 18 ARTICLE IX MEETINGS AND VOTING OF MEMBERS ...................................................... 18 9. I. Mcetings ............................................................................................................ ,....... 18 9.2. Voting ......................................................................................................................... 19

ARTICLE X TRANSFER OF MEMBERSI UP INTERESTS ..................................................... 19 10.1 . Limitation on Transfers ......................................................................................... 19 10.2. Permitted Transfer of Membership Interest. .......................................................... 19 10.3. Right of First Refusal; Tag-Along Right.c1; Triggering Events ..............................20 l 0.4. Conditions lo Permitted Tnmsters of Membership lnterests .................................21 10.5. Eflective Date; Distributions ................................................................................. 21 10.6. Transferor's Obligntions ........................................................................................22 10.7. Assignee's Rights und Obligations ........................................................................22 I 0.8. Effect and Consequences of Prohibited Transfer ..................................................22

ARTICLE XI ADMISSION OF NEW MEMBERS ....................................................................23 11. I. Substituted Me1nbers ...................................... .......................................................23 J1.2. Additional Mc1nbers ..............................................................................................23 11.3. No Required Capital Contributions .......................................................................23

ARTICLE XJI WITHDRAWAL OR REMOVAL OF MEMBERS ............................................23 12.J. Wit11draWc1I of"Mcml1era ...............................................................................,, .... ,....23 12.2. Rc1novnl ofMembers........ ............................................................................ 24 4 •••••• • • •

12.3. St.illus of Fonner Membei· ........................................................................................24

ARTICLE XJJI WfNDING UP AND TERMINATION ................... ........................................... 24

FIRST AAr£NDF.D AND RESTATED Cmll'AN\' AGREEMENT OF CENTURION PECOS 'l'ERMJ:'JAL LLC PAGE 62l l457.<l/SP/3llll210101/U121 IS 13. J. Events Requiring Winding Up ............................................................................... 24 13.2. Winding Up Procedurcs .......................................................................................... 25 13.3. Continuation Without Winding Up ........................................................................ 25 13.4. Liquidation of Assets and Application nnd Distribution of'Procccds.................... 26 JJ.5. Certificate of1'enninution ..................................................................................... 26 13.6. Reinstutemcnt. ........................................................................................................ 26

ARTICLE XIV VALUATION ..................................................................................................... 26 14.1. Fair Value of Con1pany Property ........................................................................... 26 14.2. Purchase Price of Membership Interest ................................................................. 27 14.3. Valuation of Membership lnteresls ........................................................................ 27

ARl'ICLE XV GENERAL PROVISIONS ...................................................................................27 I 5.1. Amend1nents ...........................................................................................................27 I5.2. Notice ......................................................................................................................27 15.3. Governing Law; Consent to Jurisdiction ...............................................................28 15.4. Waivcr .................................................................................................................... 28 15.5. Entire Agreement ...................................................................................................28 15.6. Successors and Assigns .........................................................................................28 I 5.7. Third·Parties ..........................................................................................................28 15.8. Severability ............................................................................................................28 15.9. Construction ............................................................................. 28 i • • • • • • • • • • •• • • • • • • • • • • • • • • • • •

15.10. Execution of Agreemcnl ........................................................................................28 15. I I. Further Assurances ................................................................................................ 29

Futs·r A!\IF.NDt:o AND RF-~TA'f't:D COl\11',\N\' AGREE.\tEl'ff or- CENTt.'RlO~ PECOS Tl-:HMINAI . LLC PAGE 6211457...ISl'i.3303214101107211.5

FIRST AMENDED AND RESTATED COMPANY AGREEMENT

OF

CENTURION PECOS TERMINAL LLC

This First Amended and Restated Company Agreement of Centurion Pecos Terminal LLC (this '•Agreement") is made and entered into effective as of November _ , 2014 (the "Effective Date''), by the persons identified on the signnturc pagc(s} hereof:

RECITALS

WHEREAS, l.he Company was fonned pursuant to a Certificate of Formution filed with the Secretary of State of the State of Texas (the "Certificate of Formation") effective on September 12, 2014 (the "Fom1ation Date"); nnd

WHEREAS, the members of the Company as of the Formation Dntc entered into the Company Agreement (as herein defined}; and

WHEREAS, in each case on nnd as of the Effective Date, in accordance with the Company Agreement and prior to the execution of this Agreement, sequentially,

(a) contemporaneously (i) CAM Oil and Natural Gns, LLC, a Louisiana limited HubHity company, without any reservation of any right, title, or interest therein, assigned all of its Membership Interest to Stampede (as herein defined) (the uMembership Interest Assignment"), (ii) in connection with the Membership Interest Asi;ignment, Centurion (os herein defined), acting in its capacity us u Member, ( 1) pursuunl to Section 10.2{n)(i) of the Company Agreement approved such transfer, and (2) waived all of its rights set forth in Section 10.3 of the Company Agreement in connection with such transferred Membershjp Interests, (iii) the Manager (as herein defined) so named in the Certificate of Formation dctennined that the Membership Interest Assignment satisfied the conditions set forth in Section 10.4 of the Company Agreement, nnd (iv) such Mnnugcr. pursuant to and in accordance with Section 11 .1 of the Company Agreement, approved the admission of~ and admitted. Stampede as a Substituted Member (as herein defined);

(b) The Manager so named in the Certificnte of Fonnalion resigned ns Mnnager pursuant to and in accordance with Section 5.2(a) of the Company Agreement; and

(c) the Majority-in-Interest (as herein defined) elected Centurion and Stampede as replacement Manngers pursuant to nnd in accordance with Section 5.3 oflhc Compnny Agreement; nnd

WHEREAS, the parties hereto desire to hereby (i) amend and restate the Company Agreement with this Agreement, and (ii) provide for the regulation und management of the affairs of the Company according to this Agreement Wld the Code (as herein defined).

NOW, TIJEREFORF., the parties agree ns follows :

ARTICLE I DEf1"'1NITIONS

J. l. Defined Terms. The following definitions, und the definitions set forth in Appendix A to this Agreement, apply lo the tenns used in this Agreement for ull purposes.

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTURIOri PEC'OSTERMl:"il.r\I. LLC PAGE1 G211457.4/SPl330321D101/D72115 •'Additional Capitul Contribution" means the swn of cnsh and the fair Vnlue of nny property contributed hi Lhe Company with respect to a Membership Lntcrcst ns pcnnittcd under this Agreement, but docs not include an Initial Cnpital Contribution.

"Additional Member.. meuns u person who acquires a Membership Interest from the Company in exchange for a Capital Contribution and is admitted lo the Company ns a Member pursuant to Section I 1.2 after the Effective Date.

"Affiliate" mcnns a person who directly or indirectly Controls, is Controlled by. or is under common ControJ wilh 1he person in question.

"Agreement., means this First Amended aml Restated Company Agreement, as it mny be amended. supplemented, or restated from time to time.

"Assignee" means (a) n person to whom a Membership Interest hns been transferred by a Member or Assignee in a Pcnnittcd Transfer, or in n Prohibited Transfer that the Company is required by law to recognize, but who has not become n Member, and (b) a former Member as described in Section 12.3.

"Board of Man:.igersn means nJI of the Mnnagers acting together. The Boord of Mnnngers ns or the Effective Date is comprised of Centurion and Stampede.

"Capital Contribution" means the sum of the Jnilinl Capital Contribution nnd Additional Capital Contributions, ir any, with respect ton Membership Interest

"Centurion" means Centurion Logistics LLC, n Texas limited liability company, and u Member of the Company us of the Effective Date.

"Certificate of Fonnotion" means the Certificate of Fonnation identified in the recitoJs to this Agreement, as such certificate may be corrected, amended, or restated.

°Cerlilicate of Membership Lntercst•• means a certificate representing o Member's Membership Interest in o fonn npprovcd by the Board of Managers.

ucode" means the Texas Business Organizations Code.

ucomoony" means the limited liability company fonned pursunnt to the Certificate of Formation.

"Company Agu;ement'' means that certain written agreement, dated as of the Formation Dute by and between the members of the Com puny as of such date, providing for the regulation and management of the affairs ofthe Company.

"Change of Control" means with respect to a Member, that the owners of such Member (as existing as of the date hereoO sh'111 (i) cease to own, directly or indirectly, 5 I .Oo/o of the outstanding ownership interests of such Member, or {ii) cense to own or exercise voting control over 5 t .0% of the outstanding voting interests of such Member.

"Control" means the possession. directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contracl, or otherwise.

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTI..1UON rEcos 'fER.\llNAL LLC PAGE2 t2f 14'&7.~P/330321010110721 ts

"Dnmogcs•• meuns any expense or loss (including uny court costs, judgment or selllemcnt payment, penally, tine, tux, and reasonable attorney's fees or other dispute resolution costs) 1>aid or incurred in connccliun with or us a consequence of any Proceeding, net of any in.surunce or other recoveries received by the Indemnified Person with respect to the foregoing.

"Distributable Cash" means the cash and cash equivalents held by the Company from operations rcasonnbly detcm1incd by the Board of Managers to be available for distribution to the Members after payment of the Company's debts, expenses, und other obligations, und aficr establishment and maintenance of such cash reserves ns the Board of Managers dctennines should be rctnined for the reusonablc current und future needs of the Company's business.

..E1foclivc Dute'' is defined in the introduction to this Agreement.

"Entjty" mcnns any gcncrnJ partnership, limited partnership, limited liability partnership, limited liability company, corporation, joint venture, trust, business trus~ cooperative, association, foreign trust. foreign business organization, or other business entity.

"Fair Value'' means, wirh respect to an !:ll)Set, its Fair Value delem1ined according to Section

"Fiscal Year" is defined in Section 7.2.

"Fonnntion Date" is defined in the recitals to this Agreement.

..Indemnified Person" means (a) a Member or Assignee; {b) n Mnnnger, (c) a Liquidator (if any};

(d) nny Affiliate of the Company. u Member or Assignee, a Manager, or a Liquidator; and (c) any governing person, ollicer, employee, ugent, or owner of the Company, u Member or Assignee, u Manager, u Liquidator, or any Affiliate of any of the foregoing. A person is an Indemnified Person whether or not such person has the status required to be an Indemnified Person at the time ony Proceeding is made or maintained as described in Article VI or al the time any amendment to this Agreement is proposer.J under Sectfon 15. l. provided such person had the status required to be an [ndemnified Person at the time of the relevant actions referenced in the Proceeding.

"Index Rate" means the rate specified in Section 302.002 oflhc Texas Finance Code.

"Initial Cupjtul Con1ribution'' means the sum of any cash and the Fnir Value of any pmperty contributed to the Company by a Member with respect to a Membership Interest in connection with the original issuance of the Membership lntercst by the Company as set forth on Exhibit A.

"J.R.C." means the lnternaJ Revenue Code of J986.

"Liquidator" is defined in Section 1J.2(b).

"'Majority-in-Interest" means one or more Members owning collectively more than 50% of the Percentage Intere~1S owned by all Members entitled to vote 011 the pnrticuJnr issue.

"Manager'' means the person or persons designated ns manager of the Company in the Certificate of Formation and any person or persons who become a rcpJoccmenl Manager pursuant tu Section 5.3.

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF C!o:"l lllllON Pl-.:COS Tlo:K,\.111\'AI, LLC PAGE3 ll211.t57.CISPl3303ZI01Ot1072115

"Mandatory Distribution'' means nny distribution tlmt a Member is entitled to receive und as to which the Member has attained the slnttlS of n creditor under Section l 01.207 of the Code.

·~Member" meuns any person identified as n member on Exhibit A, and any other person who becomes a mcmher of the Company pursuant to this Agreement, who has not ceased tu be u Member. "Members" mcnns nil pt!rsons that arc Members, collectively.

"Membership Jntercst0 means n Member's or Assignee's economic inlc1·cst in the Company. The tcnn includes the Member's or Assignee•s right to receive allocations of profits and losses and distributions as described in Article IV, and other rights and obligations under this Agreement or the Code of an Assignee who has not been admitted as a Member, but docs not include any right to participate in management or any other right reserved under this Agrcemenl or lhe Code exclusively to a Member.

·•otrcnng Member" is defined in Section 1O.J(cl(i). ••Percentage Interest" means, os to nny Member or Assignee, the percentage interest set fm1h on Exhibit A.

"Pcm1ined TranslCr'' means any transfor of a Membership Interest that is described in Section

"Person" or "person" means any individual or Entity, and the heirs, executors, administrnlors, legal representntives, successors, nnd assigns of such "Person," as and where the context so pcm1its or requires.

''Proceeding" means (o) any threatened, pending, or completed action or other proceeding, whether civil, criminnl, administrative, arbitrcitive, or investigative; (b) an nppcaJ of any such proceeding; and (c) an inquiry or investigation that could lend to any such proceeding.

''Prohibited Transfer" me~ms any transfer of n Membership Interest that is not a Pcnnined Transfer.

''Redemption Notice" is defined in Section I 0.3(c){i}.

"Redemption Option·• is defined in Section 10.3(c)(i).

"Stampede" means Stampede Energy, LLC, a Louisiana limited liability company.

"Stampede Capital Conlribulion Balunce" means, with respect to Stampede, the total Cnpitul Contribution of Stampede less the cumulative distributions of cash by the Company to Stampede in return of Stampede's Cupital Contribution pursuant to Section 4.2Cu)(ii). For purposes of calculating the Stampede Capital Contribution Balance, no deduction shall be made for any tax distributions made to Stnmpede, whether pursuant to Section 4.2(bl of this Agreement or otherwise.

"Stampede Preferred Return" means, with respect Lo Stampede an nmount equal to nn 8% cumulative compounded annual relum on the amount of Stampede's unreturned tolol Capital Contribulion accrued as of any date of determination. The Stampede Preferred Return will be calculuted by treating all distributions of the Stampede Preferred Return pursunnt to Section 4.2(a) as first being a

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CEN'TURJON PECOS Tf.'. HMINAI. l.LC PAGE4 8Z1 t457.41SP13l03ZI010tl012115 payment of any undistributed nccumulntcd aruuml 1'Cturn as of the distribution date and then being a repayment of any and nil of Stampede's Capital Contributions as of the distribution dnte.

"Stampede Preferrcd Return Bnlnnce" ml!uns. wilh respect lo Stampede, the cumulative nccrued Stampede Preferred Return less the cumulative distributions of cash by the Company to Stampede in payment of the Stampede Preferred Return pursuant to Section 4.2CnlCi). For purposes of calculating the Stampede Prcforred Return Balance, no deduction shall be made lbr any tux disuibutions mndc to Stampede, whether pursuant lo Section 4.2Cb) of this A!:,rreement or olherwise.

"Substituted Member" means a person who is ndmittcd as a Member puJ·suant to Section 11.1 with respect to the transfer of nn existing Membership Interest.

0

Trcasury Regulations" means the Treasury regulations promulgated undcl' the l.R.C.

"'Triggering Event" means the first to occur of (a) the date of a Prohibited Trnnsfer, incluc.Jing nny transfer to (i) a Member's trustee in bankruptcy, (ii) a purchaser at nny creditor's or court sale, {iii) a Member's spouse pursuant to a decree of u divorce court, or (iv) the guardian of an incompetent Member, (b) the date of denth of an individual Member, (c) the dale of' a Change or Control or tenninution of a Member that is no1 an individual; (d) the removal of u Member pursuant to Section 12.2; or (c) the voluntary election of a Member that is not an individual to liquidate oil or substantially all of its assets and/or dissolve.

"Triggering Event Closing•· is defined in Section 1O.J(c)(ii}.

"Triggering Event Purchase Price" means, in the case of a Membership Interest to be purchused pursuant to Section 10.3(c), the urair market value" (as defined in this paragraph) of the Membership Interest as of the date of the Tdggcring Event, dctennincd assuming an onns length snle of nil of the Company's assets ton third party (ns n going concern und not as a Hquidation) for fair murket value and the application of the proceeds of the sale according to Section 13.4. The Triggering Event Purchase Price will be detennined (a) if there is in effect as of the date of the Triggering Event a valid Certi licate of Fair Market Value in substantially the form attached as Schedule A executed by all Members, by relerencc to the fair market valuc for such Membership Interest as set forth in such Certificate of Fair Markel VuJue, and (b) if there is no such Certificate of Pair Market Value effective with respect to the Triggering EventJ (i) by agreement of the Company and U1c Offering Member or the Offering Member's successor in interest, as applicable, or (ii) if no such agrccmeat is reached within 30 days aOcr the issuance of the Redemption Notice, by ru1 Independent appraiser chosen mutually by the Company and the Offering Member or the Offering Member's successor in interest, as applicable; provided. however, thul in detennining the fair market vulue of a Member's Membership Inlerest, such appraiser shall take into account the Stampcde~s Capital Contribution Balance nnd the Stampede Preferred Return Balance and shall increase or decrease Triggering Event Purchase Price of each Member's Membership Interest occordingly. Any foir market value agreed by the Members in a Certificate of Fair Murkel Vulue shall be elTcctive until the earlier of (A) 90 days from the date set forth in any such Certificate of Fnir Market Vnlu~, or (A) the date that a new Certificate of fair Market Value hns been executed by all of the Members.

1.2. Construction. In this Agreement, unless n clear contrary intention appears:

(a) the singular number includes the plural number and vice versa;

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CJ~NTUIUO~ P•:cos Tf:H!\11"11/\I. LLC PAGES 6211~5".419P/33032J0101/07211 fi

(b) reference to any per!'nn includes such person's successors nm! ussigns but, if tipplicuble, only if such successors and nssigns arc not prohibited by this Agreement, and reference to a person in o particular capacity excludes such person in any other capacity or individually;

(c) reference to any gender includes the other gender and the neuter;

(d) reference to any agreement or other document mcnns such agreement or other document as nmcnclcd or modified and in effect from time to time;

(e) reference to any statute, rcgulotion, or other legal requirement means such legal requirement as amended, mm.lilied, codified, replaced, or reenacted. in whole or in pnrt, und in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any legal requirement menns that provision of such legal requirement from time to time in cITccl and constituting the substantive amendment, modification, codiliculion, replacement, or reenactment of such section or other provision;

(r) '"hereunder," "hereof:•· ~'hereto~·' and words of similur import refer tu this Agreement us u whole nnd not to any particulur Article. Section, or other provision hereof;

(g) "including" (and with its correlotive meaning "include'') means including without limiting the genernlily of any description preceding such tcm1;

(h) 0

or" is used in the inclusive sense of''and/or'';

(i) with respect lo the determinution of aoy period of time, "from" means ''from and including" nnd "to" mcnns "to but excluding"; und

(j) references to ngreemenl.s or other documents re for us well to all addenda, e;'l(hibits, schedules, or amendments thereto.

ARTICLE II

ORGANIZATIONAL MATTERS

2.1. f'ormation. The Company was formed pursuant to the Certificate of formation effective us of the Fonnation Date.

2.2. Name. The Company's name is as set forth in the Ce11ificatc of Fonnation. The Donrcl or Managers may change the Company name at any time without the approval of any Member by filing a certificate of amendment to the Certificate of Formation. The Board of Managers shall provide notice of nny such change lo alJ Members. The Company's business may be conducted under its name and/or nny other nume or names deemed advisable by lhe Board of Managers. The Board of Managers shall cause ro be executed and fiJcd of record all assumed or .fictitious name certificates for the Company as are required by law.

2.3. Registered Office nnd Agent; Principal OJTice.

(n) The street address of the initial registered office of the Company in Texas and the name of lhe initial registered agent of the Company are as set forth in t11e Certificate of Formation. The Board of Managers may change the Company's registered office or registered agenL ut uny time by filing

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF C•:NTlllU01" rEcos 'l'ERMINAI. l.LC PAGE6 1211'4!i7,41SP/33032/0101/0121115 a Chunge of Registered Agent and/or Registered Office os provided in the Code. The Board of Managers shull provide notice of the chunge to nil Members.

(b) ·n1c address of the principal office of the Company in the United States where records arc to be kcpl or made available under Section 101.501 of Lhe Code shall be as dctcnnined by the Board of Managers. The Board of Managers may change the Compnny's principal ollice in the United Stntcs at any time upon notice to the Members. ·n1c Company shall keep at its registered office and make available ton Memher on reasonable request the street address of the Company's principal office in U1c United Slates.

2.4. Tenn. The Company wiJl continue until terminated in accordance with Article XIIT.

2.5. Pumoses. The purpose for which the Company is organized is for the development aml opcrntion of the Projecl and the transaction of any and nil lawful business for which limited liability companies may be organized under the Code.

2.6. Powers. Subject to nny limitations in lhis Agreement, the Company may exercise the power to do any and nil acts reasonnbly related to its purposes.

2.7. Company Property.

(a) AJI Company property shall be 0V\11ed in the name or the Company and not in the name of any Member. No Member or Assignee wH1 have any interest in such Company property solely by reason of the Member's stalUN as a Member.

(b) The Board of Managers shnJJ cause all funds of the Company to be deposited or invested in an account or uccounts in the nwne or the Company. No funds other than the funds of the Company may be deposited therein. TI1e funds in such accounts shall be used exclusively for the business of the Company (including distributions to the Members) and muy he \vithdrawn only by persons approv~d by the Board of Managers.

2.8. Consent to Admission of Members. Each person executing this Agreement consents to the admission as members in the Company all of the other persons who are Members as of the date such person executes this AgreemenL

2.9. Status of Managers and Members. Except as otherwise provided by this Agreement, each Manager has the status, rights. and obligations of n monuger in a limited liability company us set forth in the Codt:, and each Member has the s1atus, rights, and obligations of u member in a limited liability company as set forth in the Code.

2. I 0. Certificates of Membership Jntercsts. If provided by the Board of Managers, ench Member's Membership Interest may be represented by n Certificate of Membership Interest. Each such Certificate of Membership Interest, if any, shall be numbered and registered in the records of the Company as lhcy are issued, nnd shall be signed by two oOicers of the Company. The holder of any Certificate of Membership Interest shall promptly notify the Company of any loss or destruction of the certificale, and the Company shall cause a replacement certificate to be issued to the holder upon receipt of satisfactory evidence of the loss, destruction, or mutilation or the ccrtificmc and snlisfoction of other reasonable conditions esUiblished by tht! Bourd of Mnnogers.

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTURION PECOS TERMl~AL LLC PAGE7 11211"457.41SP/3Jo:J2/010~/D72115 2.11. No Slate Lnw Pa11ncrship. The Members intend that the Company is not a partnership or joint venture, and thnt no Manager or Member is a pnrtncr or a joint venturer of any other Manuger or Member. for any purposes other than income tax purposes. No provision of this Agreement may be construed Lo suggest otherwise.

ARTICLE Ill

CAPlTAL CONTIUllUTIONS; CAPlTAL ACCOUNTS

3.1. Initial Capital Contributions. Euch Member's Initial Cupit.al Contribution is set forth on Exhibit A.

3.2. Additional Capital Contributions. No Member shull be required to muke Additional Capital Contributions. No Member has t.he right or is permitted to make any other Additional Cnpitul Contributions unless (a) the Board of Munugers approves such AdditionuJ Capital Contribution after notice to all Members of (i) the amount of the Additional Capital Contribution to be made, (ii) the effect of the Additional Capital Contribution on each Member's Percentage Interest, and (iii) other material information relevant to the proposed Additional Capital ConlribuLion, and (b) nil Members are afforded an opportunity to participate in the Additional Capital Contribution according lo their relative Percentage Interests.

3.3. Capital Accounts. The Company shall establish a sepurule Cupitnl Account for each Member and Assignee. The Cnpitnl Accounts shall be maintained according to the provisions of Appendix A.

3.4. No Right to Return of or Interest on Capital Account No Member may demand or receive the retum orits Capital Contribution or any portion of its Capital Account, except as provided in this Agreement imd the Code. Neither any Manager nor any Member has any personal liability for the repayment of any CnpitaJ Contributions of any Member. No interest will accrue or be puid with respect to the Capital Contributions or Capitol Account of any Member.

3.5. Member Loans. The Company may borrow money from one or more Members ro the extent the Board of Mnnagers deems appropriate to the conduct of the Company business on tcnns thnt comply with the requir~ments of Section 5.8(b)(iii) (relating to related pnrty transactions). The amount of any loun made to the Company by a Member will not constitute a Capital Contribution or otherwise affect such Member's Capital Account or Membership Interest.

ARTICLE JV

ALLOCATIONS AND DISTRIBUTIONS

4.1. AIJocntion of Profit or Loss. Cumpuny profits and losses shnB be allocnted among the Members nnd Assignees in accordance with the provisions of Appendix A. The Members are awnre of the income tax consequences of the allocations made by Appendix A and agree to be bound by the provisions of Appendix A in reporting their shares of Company income and loss for income tax purposes.

4 .2. Distributions of Distributable Cash.

(a) Except os otherwise provided in Section 4.2(b) (relat.ing to distributions lo pay truces), Section 4.3 (relating to withholding), Section 4.4 (relating to limitations on distributions), or

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CEl\TURION PECOS TERMJNAL LLC PAGES 8211•57.4fSPIJ3032!0101/072111i

Section 13.4 (relating to liquidnling distributions), Distributable Cash shall be distributed to ll1c Members as follows:

(i) first, lo Slumpede in payment of the Stampede Preforrcd Return until the Stampede Prefcn·ed Return Baluncc has been reduced to zero;

(ii) next, to Stampede in payment of Stampede's Capitnl Contribution until the Stumpcde Capital Contribution Balance has been reduced to zero; and

(iii) finally, to the Members according to their Percentage Interests.

The Board ofMonngers may provide for a record date with respect to distributions.

(b) To the extent Lhe Board of Managers determines that any Member or Assignee has an unfunded tax liability as a result of allocations of Company lax items for any tax year. then, to the extent the Compnny has fonds JcgaUy available for the payment of distributions to Members, the Bourd of Managers .shall make a special tax distribution to all such Members and Assignees pro rntn accnrding lo their relative unfunded tax liabilities in the minimum amount necessary lo pay any .such unfonded tax liabilities. For this purpose, a Member or Assignee is deemed lo have an unfunded tax liabilily for a tax year to the extent (i) the cumulative umount distributed lo the Member or Assignee under Section 4.2{a) nnd advanced to the Member or Assignee under this Section 4.2(b} (nnd not previously recovered) rrom the inception of the Company thJ'ough the end of the such tax yeur exceeds (ii) the Member's or Assignee's tax liability with respect to such Member's or Assit,rnee's cumulative aJlocablc share of Company tax items for ull periods from the inception of the Company through the end of such tax year. Unless the Board of Managers dctcnnines otherwise, the taxes due for each Member and Assignee shall be calculated by assuming that the Member or Assignee is an individuaJ taxed nt the highest tux rate applicable to tJ1c type of income involved. A.ny such tax distribution shall, to the extent it exceeds the amount tlte Member or Assignee would otherwise be entitled to receive under Section 4.2(ll), be Lrentcd as an n<lvnncc uguinst, un<l shall be recovered from, amounts subsequently distributable under Section 4.2(n). No interest shull be charged on nny such tax <li:nributions, and no Member or Assignee shall be personaJly liable for the repayment to the Company or !he Members of uny such tax distribution. The Board of Managers may make special lax distributions during the tax ycur in accordance with the principles of this Section 4.2(b) to the extent necessary to fund payments by Members and A~-signccs of estimated tax payments.

4.3. Withholding. The Company shall withhold from distributions, or pay on behalf of a Member or Assignee, aJI amounts that the Board of Munugers detem1incs the Company is required lo withhold or pay on behalf of such person (including federal and state income ta.'< withholding). All amounts so withheld from distributions are deemed to hnve been distributed to the person otherwise entitled lo receive the amount so withheld. To the extent an amount is paid by the Company on behalf of a Member or Assignee but not withheld from a dislriburion, the amount paid constitutes a loan to such Member or Assignee. Such loan bears interest at the Index Rate und is rcpoyable on demand or. at the election of tJ1e Board of Managers, is repayable out of distributions to which such Member or Assignee would otherwise be entitled.

4.4. Limitution on Distributions.

(n) ·rne Company may not make a distribution to a Member or Assignee if it would render the Company insolvent, detennined in accordance with Section 101.206 of the Code. A Member

FIRST AMENDED ANO RESTATED COMPANY AGREEMENT OF Ct::vtllRION Pt:cosn:uMINAI. LLC PAGE9 8211457.418Pl3S032J0101/0721 tli or Assignee who receives a distribution in violation or Section IO 1.206 or the Code is not required to return the distribution except as r~quired in Section 101.206 of the Code.

(b) The Members shall look solely to the nssets of the Company for any distributions, including liquidating distributions. If the n.c;sets of tl1c Company remaining after the paym~nt or discharge, or the provision for payment or discharge, of the Company liabilities arc insufficient to make any distributions, no Member has any recourse against the separate assets of any other Member.

4.5. No Right to Partition or Distributions in Kind. No Mcmbc1· hns any right, and waives any right that it might otherwise hnvc, to cause any Company property to be partitioned and/or distributed in kind. Except ns provided in Section I 3.4(d) (relating to liquidating distributions), the Company may not make any distributions in kind.

4.6. Recovery of Erroneous Distributions. If tl1e C-Ompany has, pursuant to any clear nnd manifest accounting or similar error, disl.rihuled to any Member an amount in excess of the amount to which the Member is entitled pursuant to this Agreement, the Member shall reimburse the Company lo the extent of such excess, without interest, within 30 dnys after demand by the Company.

ARTICLEV

MANAGEMENT; ACTIVITIES OF MANAGERS AND MEMDEH,S

5.1. Management and Control of Company Business.

(a) Subject to the limitations set forth in this Agreement, the Board of Managers hus exclusive authority to manage and conduct the Company's business. The Board of Managers shall do all things appropriate to carry out the Company's purpose and the transactions contemplated by this Agreement. Except ns otherwise provided in lhis Agreement, ull actions that the Board of Munagcrs may take and all determinations that the Board or Managers mny make pursuant to this Agreement may be taken ood made in the absolute discretion of the Board of Managers. In the event the Board of Managers cannot reach unanimous agreement on any proposed action before them, the disposition of such proposed action shall be detennincd by a vote of the Members made in accordance with Section 9.1, and the vote of a Majority-in-Jntercst in connection with such proposed action shall be dcterminntivc as to the Company and binding on the Board of Managers.

(b) Except as provided in Sections 8.S(u) (relating lo lnx matters), the Members may not take part in the management or control of the Company business or bind the Company in their capacity as Members. The Members shnll not have the right to vote or otherwise consent or withhold consent to any actions taken by the Board of Managers except with respect to such matters as arc expressly stated in this Agreement.

5.2. Resignation, Removal, ruld Replacement of Manugers.

(n) Resignation. Any Manngc:r may resign as n manager of the Company upon notice to afl Members, which resignation shall be effective immediately upon delivery of such notice. A Mnnngcr is deemed to have resigned as a manager of the Company effectively immediately upon 1he following events:

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CF.~TUHION PKCOS n:itrulNAI. l .. tc PAGE 10 821 t457.41SP/3303210101/072115

(i) any event specified in Section l 53.155(a)(4) or Section l 5J. J 55(a)(5) of the Code (relating to bankruptcy or insolvency proceedings with respect to a general partner). applied as if the Mnnngcr were u general partner;

(ii) if the Mannger is an individual, the Manager's death, the appointment nf u guardian or general conservator for the Mnnuger, or u judicinl detcm1ination that the Manager is incapable ofperfonning the Mnnager·s duties under lhe Agreement; or

(iii) ii' the Manuger is nn entity, the tem1inution of the Mnnnger's existence or suspension of the Munager 1s right to <lo business.

A resignation pursuant to purugrnph (ii) is not a violation of this Section 5.2(a}. provided the estate or personal represcntutive or other authorized person provides notice of the deemed resignation within 90 days after the event giving rise to the deemed resignulion.

Cb) Removal.

(i) Removal for CatLC\C, Any Manager may be removed as manager of the Company upon the amrmutive vute or one or more Members owning colJectiveJy at lcnst 75% of the Percentage Interests if there is cause for removal as !lpecilied in Section 5.2(b)(ii) and the Company has received a written opinion of counsel that:

(A) cause for removal as specified in Section 5.2(b)(ii) exists; und

(B) the removul of the Manager is not prohibited under any loan agreements, contracts, or other applicable legal requirements.

{ii) Definition of Cause. Couse for removal exists only if one or more of the foJlowing conditions has occurred:

(A) there has been a change in Control of the Manager;

(Il) the Mannger has engaged in wrongful conduct described in Section 6.J(n) tlmt adversely anrl mnteriaJly affected the Company business or the Members;

(C) except as penniltcd by this Agreement, the Manager hus engngcd in conduct relating to the Company business that has made it not reasonably practicable to carry on the Company business wiU1 the Manager;

(D) the Manager or an Afliliate of the Manager has been convicted of a felony; or

(E) a final judgment of a court of competent jurisdiction has been entered that the Manager's removal is necessary lo comply with any requirements, conditions, or guidelines contained in any opinion. directive, order, ruling, or regulation of any federal or state agency or judicial authority or contained in any federal or state statute; or

(F) the Manager commits a material breach of any provision of this Agreement. which breach is not cured within 30 days of notice d1ercof.

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF Cl~!ll11JfUON r~c:os Tt-;R)ll!llAI. LLC PAGE'11 1121f451,41SPl33032/0t OtlD72116 5.3. Election of Replacement Manager. If lht! Manager resigns or is removed us the manager or the Company. within 90 days following such resignation or removul a Mnjority-in-fnlcrest mny elect u replucemcnt Mnuagcr of the Company cfTectivc as of the date of the former Manager's resignation or removal. The replacement Manugcr shall flJe any required amendments lo this Agreement to rcJ1ect the resignation or removal of the fonner Manager and the election of the replacement Manager. Ir the Members fail to clecl a replacement Manager within 90 days following the resignation or removal of the former Manager, the Company shafl be wound-up according to Article Xlll.

5.4. Actions of the Board of Managers.

(a) Except as set forth herein, meetings of' Lhe Board of Munngers shall be held in any manner allowed by the Act. including by merms of conference telephone or similar communication equipment if each Manager participating in the meeting can hear nnd be heard by all other Mnnngers participating in the meeting.

(b) For purposes of establishing a quorum at any such meeting of the Bonrd of Managers. it is necessary that all Managers appointed by the Members be present.

(c) Approval by the unanimous vote or written consenl of the Managers shull be required to approve any action by the Bourd of Mnnngers. Jn the event an action is approved by the Board of Managers, the Managers, individually or collectively, shall be authorized to carry tllll such action on behnJf ofthe Company.

(d) Any action of the Board of Managers to be taken by written consent must be signed by all of the Managers to be effective.

5.5. Limitations on Board of Managers' Authority. The Bourd of Managers may not do uny of the following acts without the approval of all Members:

(a) knowingly do any act in contravention or this Agreement or. when acting on behal r of the Company, engage in, or cause or permit the Company to engage in, any activity that is not consistent with the purposes of the Company;

(b) except as otherwise provided in tJ1is Agreement, knowingJy do any act thut would make it impossible to curry on the Company business: or

(c) cause the Company to (i) not be taxable as a partnership for federal income tax purposes, or (ii) Lake n position inconsistent with such treatment.

(d) cause the Company to (i) make n general assignment for tl1e benefit of creditors, (ii) file n voluntary bankruptcy petition, or (iii) seek an order for relief or dcclurntion of insolvency in a federal or stale bankruptcy or insolvency prncee<ling;

(c) file a plcnding seeking for the Company, or admilling or failing to contest the material allegations of a petition liled by any other person seeking for the Company. a proceeding of the type described by subparagraph (d) immedintcly above;

(t) except as provided in Article XIH, seek, consent to, or acquiesce in the appointment of a trustee. receiver, or liquidator of the Company or of all or u subslanliul purt of the Company's properties;

FIRST AMENDED ANO RESTATED COMPANY AGREEMENT OF CENTllRIOS PECOS'rER)lll'\AL LLC: PAGE 12 8211457.4/SPl33032/0t011D72t 15

(g) cause the Compuny lo issue nny MembershiJ> Interest or admit nny Member other lhnn pursuant to Section 2.8 or Article XI;

(h) cause the Compm1y Lo ~tcquire uny equity or debt securities uf nny Member or any Affiliate of a Member, or otherwise make loans to uny Member or any Alliliute of a Member;

(i) cause the Company to acquire from any person nny equity or debt s~curities or assets of any corporation, limited liability company, partnership, associolion, business. or business division, whether by stock purchase. asset purchase. contribution, or other business combinntion (excluding invcsuncnts and asset ncquisitions in the ordimtry cour.sc of the Company's business and lrummclions contemplated by this Agreement)~

(j) cause the Company to participate in any merger, consolidution, transfer, continuance, or conversion of the Company with or into uny other person;

(k) cnuse the Company to participate in nny reorganization in which Membership Interests are exchanged for or converted into cash, securities of uny other person, or other property; or

(I) sell or otherwise dispose or all or subs1anLially all of the Company property, except in connection with winding up the Compnny as pennitted in this Agreement.

5.6. Delegation of Authority; Officers.

(a) The Board of Mnnngcrs mny cause the Company 10 hire such employees and agents us the Board of Managers deems appropriute for the cone.fuel of the Company's business.

(b) The Board of Managers may establish offices nnd uppoint officers of the Company, and may delegate to such uflicers any of its nuthority hereunder, us the Board of Managers deems appropriate. The oflicers muy be appointed for such terms and may exercise such powers and nuthority and perfonn such duties as detennined by the Board of Manager. An officer need not be a Member of the Company. Any two or more offices may be held by the same person. An officer may be removed, with or without cause, at any time by chc Bourd of Managers. Each officer will hold office until his successor is chosen and is qualified in his stead, or until his deuth, resignationt or rcmovul from office. Any vacwicy in an oflice because of death, resignation, removal, or otherwise may be filled by a person appointed by the Board of Managers. An officer is subject to the snme standards of conduct as apply lo a Munnger as described in Section 5.9.

5.1. Reliance. Persons dealing with the Company may rely conclusively on lhe authority of lhe Board of Managers as set forth in tflis Agreement. Every document executed by uny Manager with respect to nny business or properly of Lhe Company is conclusive evidence in favor of any person relying on the document that (a) at the time of the execution nnd delivery of the document this Agreement wmi effective, (b) the document was executed in accordance with this Agreement and is binding on the Company, and (c) the Manager was nuthori7..ed lo execute and deliver the document on behnl f of the Company.

5.8. Compensation and Expenses of Members and Managers. Members and Munngcrs are not entitled to any salary. fee, or other remuneration (other than distributions with respect to the Member's Membership Interest) for providing property or services or other consideration to or for the bcnent of the Company in their capacity us a Member or Manager, except that each Manager is enlittcd lo

FIRST AMENDED ANO RESTATED COMPANY AGREEMENT OF Cfo:,Vl"llRION Pt!COS Tt.;H.,\UNAI, LLC PAGE 13 621101.41SPl33032/01011072115 reimbursement from the Company for rcLLc;onablc out-of-pocket expenses paid or incurred on behalf of the Company, including rcusonahle charges for services pl'Ovided by employees of the Manuger nnd overhead expenses. The Company shall pay ull oul-ot:.pockct costs incurred in orgnnizing the Company. This Section 5.8 docs not limit or enlarge a Mw1ager's or a Member's rights lo liability protection or indemnification under Article Vl, and docs not limit the Company's ability to ~nler into transactions with Members in their capacities other than os Members in accordance with Seel ion 5.9(iiil.

5.9. Standards of Manager and Member Conduct.

(a) In General. 1l1e Board of Managers shall manuge und conduct the Company~s business in good faith and in n manner the Managers reasonably believe to be in the Company's best interest. A Manager does not violate this Section 5.8(a) unJess the Manager engages in conduct described in Section 6.3{o) (relating to improper conduct).

(b) Oucside Activities of Mnnagcr and Members: Noncompetilion Covenants.

Each Manager shall devote to the Company's affairs only such time nnd (i)

resources as the Manager dcoms necessary for the conduct and winding up of the Company business.

(ii) Except as provided herein, the Managers and Members or their Assignees may engage in or have an interest in other business ventures of every nature und description, independently or with others, including the ownership and operation of businesses similar to or in compeCition with, directly or indirectly, the Company, and neither the Company nor any Member or Assignee has, solely as n result of such penmn's interest in the Company, any right to acquire any rights in or to nny such other business venture or to the income or profits derived from any such other business venture. A Manager or Member or Assignee has no duty to disclose any such similar or competing business venture to the Company or any Member or Assignee, or to offer to the Company or any Member or Assignee any prior opportunity to acquire an interest in such other business venture.

Related Pnrtv Transactions. Except us otherwise provided in this (iii)

Agreement, the Board of Managers, when accing on behalf of the Company, may purchase property from, sell property to, or otherwise deal with any Manager, Member, or Assignee, acting on its own behalf. or any Affiliate of uny Munuger, Member, or Assignee, but nny such transaction shall be on tcnns that are no Jess favorable to the Company chan if the transaction had been entered into with nn independent third party. No provision of this Agreement requires disclosure of any lrnnsaction to, and approval of the transaction by, uny disinterested governing pt!rsons oflhe Company or the Members as provided in Section 101.255 of the Code.

ARTICLE VI

LIABILITY AND INDEMNlFlCATION 6.1. Limitation of Liability. No Member or Manager is liable for any debts, obligations, or liabilities of the Company. Subject to Section 6.3, an Indemnified Person is oot liable lo the Company or any other Indemnified Person for any Damages arising from any Proceeding relating to the conduct of the Company's business or relating to any act or omission by the Indemnified Person, including any act or omission constituting negligence, within the scopt! of the Jndcmrufied Person's authority in the course

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTl'RION PECOS TERMINAL l.. LC PAGE14 6211..57.WP/3303210101/07211 S of the Company's business, or for uny miscom.Jucl or negligence on the parl of any other person who is an employee or agenl of the Company.

6.2. lndernnillcalion by Compuny. To l11e f'ullcst extcm permitted by applicable law and subject to Seclion 6.3, the Company indemnifies and holds hannless ench Jndemnified Person from and against uny Dumnges arising from any Proceeding reluting to the conduct of the Company's business or lo any uct or omission by such Indemnified Person, including uny uct or omission constituting negligence, within the scope of the lndemnificd Person's nuthority in the course of the Company's business or for nny misconduct or negligence on the part of any other person that is an employee or agent of the Company. An Indemnified Person's expenses paid or incurred in defending itself against any Proceeding shoU be reimbursed as pnid or incurred. The right to indemnification conferred in this Article VI is not exclusive of any other right that nny person may have or hercufier acquire under any statute, agreement, vote of Members, or otherwi~e.

6.3. Conduct Not Protected.

(n) This Article VJ docs not operate to limil liability or lo indenmify n person to the extent the person is found liable pursuant to a final judgment of a court of competent jurisdiction for:

(i) an act or omission tlmt involves gros:-; negligence, intcotionnl misconduct, or a knowing violation of law;

a transfer or attempted transfer of all or u porlion or a Membership Jntercst (ii)

in a Prohibited Transfer, a Manager's resignation in violation of Section 5.2(u), or a \1cmber ceasing to be a Member in violation of Section 12.1 (n);

(iii) u willful or reckless mntcriol brcnch of this Agreement or nny other ugreement relating to the Company's business; or

(iv) an act or omission for which indemnification is prohibited by law.

(b) No provision of this Agreement requires the Company to pay or incur any amount for which indemnificulion is not penniuec.l under this Article VI.

(c) Any payments mHde lo or on bchulf ofa person who is Inter determined not to be entitled to such payments shall be repaid by the person to tbe Company. The Company may require, ns n condition to the payment of any amounts pursuant to Section 6.2, that the Indemnified Person provide to the Compnny (i) a written affinnntion by the Indemnified Person of the person's good faith belief thnl the person ha.~ met the standard of conduct necessary for indemnification under this Section; and (ii) a written undertaking by or on behalf of the fndemnified Person to repay the amount paid or reimbursed if the person has not met that standard or if indemnification is otherwise prohibited by Jaw.

6.4. Insurance. The Company may maintain insurance lo prolt!Ct any person uguinst nny expense, liability, or loss, whether or not the Company would have the power lo indemnify such person against such expense, liability, or loss under t.hc Code.

6.5. Survival. The indemnities provided for in this Agreement survive the transfer of an Indemnified Person's Membership Interest, the tcm1ination of the person's status as u Member or other status giving rise to classitication n.~ an Indemnified Person, and the termination of this Agreement and the Company.

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTURION PECOS TER.\llNAL LLC PAGE 15 62t1457.~SP/33032101011072t15

ARTJCLE VU

BOOKS AND RECORDS; REPORTS

7.1. Maintenance of and Access tn Books and Records. 111e Compnny shall maintain such books and records regurding the Company's business and properties as is rensonablc, including all books nnd records required under the Code. Each Member shall have access thereto during ordinary business hours to the extenl und under the conditions provided in the Code.

7.2. Fiscal Year. The Compuny shall adopt the calendar yearns its fiscal year for financial and tax accounting purposes (such liscaJ year of the Company being referred to as the uFiscnl Yenr").

7.3. Financial and Operating Reports. As soon as practicable atler the end of each Fiscal YcRr, but in any event not later than 90 days after the end of the Fiscru Year, the Board of Managers shall deliver to each Member an annual report containing the following:

(a) o. Company balance sheet ns of the end of such Fiscal Year, and Company statements of income, cash flows, uncl changes in Memhcrs• equily for such Fiscal Year, euch in reasonable detail und prepared according to United States generally uccepted accounting principles;

(b) u general description of the Company's activities during such Fiscnl Year.

including a description of the amount and circumstances of nny indemnification paymcnL'i paid or requested pursuant to Section 6.2. a description of any material insurance claims or recoveries during the fiscal quarter. nnd a description of nny Proceedings involving the Company; nnd

(c) a statement of changes in the Member's Capital Account (showing the balance in the Member's Capital Account os of the beghming of the Fiscal Year, contributions or distributions during the year. allocations of profits and losses during the year, any other adjustments to the Cupital Account balances during the year, and the balance in lhe Capital Account ns of the end of the year).

7.4. Tax Reports.

(a) Not later than the date (including exten.c;ions) for filing the Company's tax return with the Internal Revenue Service (Form I065), the Board of Managers shall deliver to each person who was n Member or Assignee at any time during the period covered by the return nil infonnation nt!ccssary for the preparation of such person's United States federal income lax returns, including n Fonn 1065 Schedule K-1 (if npplicahle).

(b) Upon the written request of any Member or Assignee, the Board of Managers shall deliver lo such person infonnalion necessury for lhe preparation of any tax returns that must be lilecl by such person, including information necessary for estimating unc.l paying estimated taxes.

7.5. Transmission of Communicalions. Each person who holds u Membership Interest on behalf of, or for the benefit of, anoU1cr person or persons shall be responsible for conveying any report, notice, or other communication received concerning the Compwiy's affairs to such other person or persons.

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF C•:NTllRION P1~c:os n.HMll\AI. LLC PAGE 18 &211.Cll7.4/SP/3303210101I07211 II

ARTICLE Vlll TAX MA·f,'ERS

8.1. Tux Clussiticalion. The Members intend that the Company be classified as n partnership for federal income tnx purposes. The Board of Mnnagcrs shall take nil actions rensonubfy necessary or appropriate lo ensure the Company is so cfussiflcd (including the filing of elections or tax rt!lurns). No Manager, oflicer, or Member shnll tuke uny action incom.;slent with the clnssificntion of the Company as a parUtership for fedl!ral income tax purposes.

8.2. Company Returns. The Board of Managers shall cause the Compnny to file such tax returns as may be required by law.

8.3. Tax Elections.

(a) General. Except as otherwise provided in this Agreement, the Board ol' Managers shall cause the Company to timely make or revoke nil elections, and tnke all tux reporting positions, necessary or desirable for the Compuny as determined by the Board of Mnnugers. Nu election shnll be made lo have the Company exclude<l from the application of any provision of Subchapter K of lhc l.R.C. or any equivalent tax provision in nny other tax jurisdiction. 111c Company shnll make the election referred to in T.R.C. Section 754 upon the request of any Member in connection with n trnnsfor of the Member's Membership Interest in accordance with this Agreement.

(b) Safe Harbor Election for Compensatory Membership fntcrcsts. If Proposed Treasury Regulation l.83~3(1) is adopted as a temporary or final regulution, the Company shnll make the safe harbor election described in such rcgulationsJ and the Company und each Member (including any person to whom an interest in ll1e Company is lransfcrrcd in connection with the performnncc of services) shall comply with all requirements of the snfe harbor with respect to all Membership Interests transferred in connection with the performance of services while lht election remains effective. TI1c Board of Managers shelf prepare, execute, and file any required documentation to cause lht! election to be effective. The Board of Managers may tcnninnte the safe harbor election at w1y lime if it detcnnines in good faith that it is in the bes( interests of the Company and the Members to do so.

8.4. Consistent Reporting. Each Member shall, on the Member's tax returns, trcnt each partnership item (as defined in l.R.C. Section 6231 (a)(3)) in a manner consistent with the treatment of the item on the Company's return in all respects, including the amount, timing, and charucter of the item. No Member shn.11 file a request for an administrative adjustment of partnership items under l.JtC. Section 6227(a) if such rcque.st would cause the Member's trcutmcnl of the item to be inconsistent with the treatment of the item on Lhe Company's return.

8.5. Tux Proceedings.

(a.) The Manager shall be the Company's tax matters partner as defined in J.R.C.

Section 623 I, and shall luke such actions us are required to be designated the tnx matters partner under applic-Jble Treasury Regulations. The tax matters partner shall represent lhe Company in connection with all proceedings with any tax authority relnted to the Company's tux returns und taxes payable, including administrative examinations and appeals and judicial proceedings. Subject to Section 8,5{c), the tax matters partner has the exclusive right to conduct such proceedings and to dctenninc whether the Company (either on its own behalf or on behalf of the Members) will contest or continue to contest adjustments proposed or imposed by any tnx authority. The tax matters partner shall keep the Members

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CRNl"URION PECOS Tf.:lti\fli"AL LLC PAGE 17 1211457.4/&Pl3303:ZI0101I072116 infonned on n timely basis of nil material developments with respect to any such Proceeding. Each Member shall cooperale with the tax molters partner and do or refmin from doing all tirings reasonably requesled by lhe lnx matters partner with respect to the conduct of any Company tax Proceeding.

(b) The tax mutters partn~r muy not hind nny other Member to a settlement agreement relating to taxes without obtaining the written concurrence of such Member.

(c} Any deficiency for taxes imposed on a Member (including penalties, additions to tax or interest imposed with respect to such taxes) shaJI be paid by such Member and, if paid or required to be paid by the Company. is rccovcrnblc from such Member pursuant lo Section 4.3 or by other lt:gul means.

8.6. Infonnntion and Documents lo Company, Each Member shall timely provide to the Company all information and documents that such Member is required to provide by applicable tax requirements, and shall also provide to the Company upon request such nddirional infonm1tion and documents as the Board of Managers muy reasonably request in connection with the Company's compliance with applicuble tax requirements or filing of any pennilted lax elections.

8.7. SuryivaJ. This Article VIIT shull survive the tennination of the Company und the renninalion of uny Member's interest in the Company and remain binding for such period of time as is necessary to reso)ve all tax matters with applicable taxing authorities.

ARTICLE IX

MEETINGS AND VOTING OF MEMBERS

9.1. Meetings.

(a) Meetings of the Members may be coiled at any time by the Board of Mum1gcrs. or by one or more Members holding at least 25% of the Percentage Interest held by the Members. Meetings shall be held at the Company's principaJ pince of business or at such other reasonable place set fonh in or

the notice the meeting.

(b) Any action that may be taken at a Members• meeting mny be taken without holding a meeting if Members having ut least the minimum Percentage Interest that would be necessary to take the action at a meeting, in which each Member entitled to vote on the action is present and votes, sign a written consent or consents staling the action taken.

(c) Except as otherwise provided in this Agreement, meeting nolices and procedures, including procedures for obtaining wrillcn consents in lieu of a meeting. shall be in conformity with Chapters 6 and 10 I (H) of the Coch!. Sections I0 I .353 through 101.356 of the Code (relating to quorum nnd minimum voting requirements) shall not apply lo the extent such provisions arc inconsistent with this Agreement. The Board of Manogcrs is solely responsible for convening nnd conducting meetings of the Members. conducting the solicitation of consents, detennining the validity and effect of responses Lo any solicitation of consents, and determining other matters regarding meetings, voting. and consents.

{d) Notice or the results of any vote tuken at a meeting, or the results of uny solicitation of consents in lieu or a meeting, shall be given to the Members not later than with the delivery of the next following report of financinl infonnation given pursuant to Section 7.3.

FIRST AMENDED ANO RESTATED COMPANY AGREEMENT OF CENTUklON PECOS TERMINAi. LLC PAGE18 621 IC51.<CISP/l3032/0101/072115 9.2. Voting. A Member mny vote at a meeting in person, or by a proxy execuLed in writing by the Member and received by the Donrd of Managers prior lo the time when the votes of Members are to be counted. The provisions of the Code pertaining lo the validity and use of proxies by shareholders of a corporation govern the validity and use of proxies given by Members. Only Members of record on the date of the meeting (or if the vote is conducted without a meeting then on the dote of the notice soliciting the Member consents) may vote.

ARTICLEX

TRANSFER OF MEMBERSHIP INTERESTS

I0. J• Li mi lulion on Transfers.

(a) The tenn "transfer," when used in this Agreement in reforencc to a transfer of a Membership fnleresl, means on assignment (whether voluntarily, involuntarily, or hy operation of law and whether or not effective under this Agreement) of nil or any portion of a Member's or Assignee's Membership Interest, or any interest therein, to unother person, and includes a sale, assignment, conveynnce, gifi, exchange, abandonment, or other disposition, a lransfor by merger or other business combination, u transfer pursuant to bankruptcy, insolvency~ incapucity, divorce, or death, and uny pledge, hypothccation, or other encumbrance.

(b) No Member may transfer all or any portion of its Membership Interest unless the transfer is a Pennitted Transfer. A transfor of a Membership interest thnt is not a Pcnnittcd Trunsfer is a Prohibited Trnnsfer.

I0.2. Pem1illed Transfer of Membership Interest.

(a) A transfer of a Membership Interest is a Pcnnittcd Traru;for only if the transfer satisfies the conditions set forth in Section 10.4 and is described in one of more of the following paragraphs of this Section:

(i) the transfer is approved by the other Members;

(ii) lhe transfer occurs in accordance with the procedures sel forth in Section

(iii) if the Member is a corporation, the transfer 1s lo a member of the Member's affiliated group (as defined in l.R.C. Section I 504(u));

(iv) if the Member is a trustee of one or more employee benefit plans, the transfer is to n co-trustee or a successor trustee to such plans; or

(v) if the Member is an individual, the transfer is of n community property or other inlerest from the Member• s spouse or former spouse to the Member pursuant to the death of the Member's spouse or tenninalion of the marital relationship of the Member and the spouse.

(b) Upon a Pennittcd Transfer by a Member of all of its Membership Interest, the Member ceases to be u Member as of the etlectivc date of the transfer determined according lo Section jfil.

FIRST AMENDED ANO RESTATED COMPANY AGREEMENT OF CJ:NTlJRION PECOSTERJUl"AL LLC PAGE19 1211 •67 .<USP/l3032/0101/0121111

10.3. Righi of First Rcfi.i:ml; Tag-Along Rights: Triggering Events.

(a) Jn the event a Member desires to sell ull or any portion or its Membership lntcresl to another Person, the selling Member shall first offer to sell such interest to the other Members nn the terms on which it is prepared to sell such interest to such Person by sending written notice lo each other Member describing the ofler and its tcnns. AdditionnUy, upon receipt of un offer from u Lhird purty to purchase all or any portion of n Member's interest in the Company, which such Member desires to accept, such Member shall promptly deliver a copy of the third party offer to each other Member. Ench other Member will have 15 business days from the date of receipt of notice of the proposed sale of u Member's Membership Interest or the third party offer, as the case may be, to notify the selling Member in writing thnt such other Member elects to (i) purcha.~c the selling Member•s Membership Interest upon the tenns nnd conditions of the proposed sale or third party offer, or (ii) sell in the contemplated transfer, nt the same price in the same form of consideration and on the same terms (including ff the transfer is made to nnother Member making an election under clause (i), Membership rnterests representing a Percentage Interest in the Company equal to the product of (A) the quotient determined by dividing the Percentage Interest owned by such party by the aggregate Percentage Interests owned by all parties participating in such transfer. and (B) the aggregate Percentage Interests to be sold in the contemplated transfer, as the case may be. ff the other Members fail to give notification within 15 business dnys of an election to purchase the scJling Member's Membership Interest or participute in the contemplated transfer, then the selling Member shall be permitted, for a period of 90 days. to sell u)) of its Membership Interest to the third pru1y upon the terms and conditions of the proposed sale or third party ofTert as the case mny be.

(b) If more than one Member mukes un election lo purchase the selling Mcmber·s Membership Interest under Section I0.3(a)(i), each of the purchasing Members shall purchase a portion of the selling Member's Membership Interest that is proportional to thut Member's Percentage Interest.

(c) (i) Upon the occurrence of n Triggering Event with respect to any Member (the "Offering Member"), Company shall have the right but not the obligation to purchase all of the Ofiering Member's Membership Interest in the Company at Lhe time of the Triggering Event (Lhe "Redemption Option..). Within 60 days after the Company receives written notice of the occurrence of (and date oJ) the Triggering Eventt the Company shull provide written notice of its election of the Redemption Op lion to the Offering Member or· the Offering Member's successor in interest, as applicable (the "Redemption Notice"). In the event the Company elects tu exercise lhe Redemption Option, the Company shall purchase, nnd the OfTering Member or the Offering Member's successnr interest, as applicable, shall sell1 all of lhe Membership Interest owned by the Offering Member ut the time of the Triggering Event at a price equal to the Triggering Event Purchase Price.

(ii) A closing (a "Triggering Event Closing") shall be held 60 days af\er the later of the date of the Redemption Notice or the date that the Triggering Event Purchase Price has been established.

At the Triggering Event Closing, the Offering Member or Offering (iii)

Member·s successor in interest, as applicable, shall deliver lo the Company an assignment of Membership Interest owned by the Offering Member, duly endorsed for transfor to the Company.

(iv) At the Triggering Event Closing, the Company shall pay the Triggering Event Purclmse Price to the Offering Member m· the Offering Member's successor in interest, us

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTIJIUON PECOS 'fER)UJ\'AL LLC PAGE20 811'f.CS7•.CISPl330321111Gfl072116 applicable, in immediately available funds (by wire, certified or bank cashier's check or other means acceptable) and the parties shall execute such documentation as may be necessary ur desirable, ns determined by the Company, in the Company's sole discretion~ to eITectuntc the tr.msfer of such Offering Member's or Offering Member successor in interest's Membership Interest. J0.4. Conditions lo Pem1iUc..-d Transfers of McmhersJ1ip Interests. A transfer shall not be a Permitted Transfer unlcs~ the RonnJ of Mnnngers detem1ines thnt all of the following conditions arc satisfied:

(a) The transler complies with ull applicuhle laws, including any applicable securities laws.

(b) The transfer will not cause the Company to be trcutcd us other than a partnership for Uni led States fodcrol income tax purposes.

(c) The transfer will not cause the Company lo bt: subject to regulation under the Investment Company Act of 1940.

(d) The transfer will not cause any assets of lhe Company to be deemed "plan assets•~ under the Employee Retirement Income Security Act of J974.

(c) ·Ibe transfer will not result in a tem1ination of the Company under LR.C. Section 708. unless the Board of Managers determines thal such lc1mination will not have an adverse impact on the Members.

(f) The trnnsfer will not cause the application of the tax-exempt use property rules of I.R.C. Sections 168(g){l)(B) and 168(h) to the Company or its Members, unless the Board of Managers delennincs that such rules will not have an adverse impact on tl1e Members.

(g) The transferor and transferee have delivered to the Company any documents that the Board of Managers requests to confirm that the tnmsfer satisfies the requirements of this Agreement, lo give effect to the transfer, nnd to confinn the lransferee's agreement to be bound by this Agreement ns an Assjgncc.

(h) If requested by the Board of Monagers, the Company has received a transfer fee in an amount detennined by the Board of Managers to be sufficicnl to reimburse the Company for the cstinmted expenses likely to be incurred by the Company in connection with such transfer.

I0.5. Effective Date; Distributions.

(n) A Permitted Transfer of a Membership Jntcrest is effective as of the first day of the calendar month following the calendar month during which the Board of Managers receives notice of such transfer (in such fonn and manner as the Board of Managers may require) unless the Board of Managers dctcnnines thul the transfer should be effective as of an earlier or Jntcr date (for cxnmple, on nny dntc the transfer is effective as H matter of state law, or where the notice of transfer specifies that the transfer is to be effective on a future date).

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CE~ffUIUON PF.COS Tt-:kl\ll~AL l..LC PAGE21 621 tc57.C/SP/3303Z/Otat/07211S

(b) Distributions with respect to n transferred Membership Interest that nre made before the effective date of the transfer shall be paid to the transferor. and distributions made ancr such date shall be paid l(l the Assignee.

(c) Effective ns of the effective date of a transfer of n Membership lntcrcsl, the Board of Managers shalJ amend Exhibit A to reflect the reduction in the transferor's Percentage Interest und to reflect the Assignee's Percentage Interest.

(d) Neither the Company nor lhe Boord of Managers has any liability for making allocations and distributions to the Member.i determined in accordance with this Section 10.5, whether or not the Board of Managers or the Company has knowledge of any transfer of any Membership lntcrcsl.

l 0.6. Trnnsforor's Oblit:utions. The lmnsferor of a Membership Interest who ceases to be n Member continues lo be obligated with respect to its Membership Interest or its status as u fonncr Member as provided in the Code and applicable law.

10.7. Assignee's Rights and Oblignlions. Unless nn Assignee becomes a Member pursuant to Article XI. such Assignee shall not be entitled to any of the rights granted to a Member (other than as required by the Code), and shaU have no right to parlicipntc in the management of the business of the Compuny or to become a Member, unless the Members specifically approve the admission of such Assignee as a Member or such assignment or transfer is accomplished in accordance with the permissive provisions of this Agreement. An Assignee not admitted as a Member hereunder shall huve no membersh.ip rights and shall not be a Member with regard to the Membership lnle1'Csts transferred to such Assignee (other than us required by the Code).

10.8. Effect und Conseguenccs of Prohibited Transfer.

(a) Except as othenvise required by Jew. the Company and the Board of Mnnagers shall treat u Prohibited Transfer ns void and shall recognize the transferor as continuing to be the owner of the Membership Interest purported to be trJnsforrcd. If the Company is required by lnw to recognize a Prohibited Transfer, the lransl'Cree shall be treated as nn Assignee with respect to the Membership Interest transferred and mny not be treated ns o Member with respect to the Membership Jntercsl Lransferred unless admitted as a Member in accordance with Article XI.

(b) The Company may remove the transferor antl Assignee with respect to u Prohibited Transfer as provided iu Article XII.

(c} The transferor and transferee with respect to a Prohibited Transfer shaJl be jointly and severa!Jy liable to the Company for, and shall indemnify and hold the Company harmless ugainst, any expense, liability, or loss incurred by the Company (including reasonable legal fees and expenses) as a result of such transfer, their removal nnd liquidation of their Membership Interests (if applicable). and the efforts to enforce the indemnity granted in this Section I0.8(c).

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CF.!li"llllUON P•:cos Tl-!H~lf~AI. LLC PAGE22 121141i1."1!Pll3D3210101 ID72115

ARTICLEXJ

ADMISSION OF NEW MEMBERS

11.1 . Substituted Members. An Assignee of a Membership Interest shall be admitted us a Substituted Member with respect to such Membership Interest on the date on which all of the following conditions are satisfied:

(u) The Board of Managers has approved in writing the admission of the SuooLiluted Member.

(b) The Assignee ha.ci delivered lo the Company any agreements and other documents lhar lhe Board of Munugers requests lo confirm such Assignee us a Member in the Company and such Assignee•s agreement to be bound by this Agreement as a Memher.

(c) If' requested by the 13ourd of Managers, the Company has l'Cccivcd nn admission fee in an amount detennined by the Board of Munugers to be sufficient lo reimburse the Company for the estimated expenses likely to be incurred by the Company in connection with the admission of the Assignee as a Substituted Member.

11.2. Additional Members. The Board of' Manager.; shall admit a person as an Addilionat Member upon satisfaction of all of the following conditions.

(a) A Majority-in-Interest hos approved the admission of the Additional Member after notice to nil Members of (i) the Initial Capita! Contribution to be made by the proposed Additional Member, (ii) the effect of the admission on each Mcmbcr•s Percentage Interest, nnd (iii) other material information relevant to the proposed admission.

(h) The admission of the proposed Additional Member satisfies the applicable conditions of Section l 0.4.

(c) The proposed Addilionul Member has delivered to the Company any agreements and other documents lhat the Boord of Managers requests to confirm the person as a Member in the Company and the person's agreement to be bound by this Agreement as a Member.

11.3. No Required Capitol Contributions. A person may be udmitted as a Member, including as lhe sole Member, and mny acquire a Membership Interest without mnking a contribution to the Company or asswning an obligation to make a contribution to the Company.

ARTICLE XU

WITRDRA WAL OR REMOVAL OF MEMBERS

12.1. Withdrawal of Members.

(a) No Member may withdraw from the Company or otherwise cease to be a Member except upon the following events:

(i) a transfer of nil of the Member's Membership Interest in a Pcnnitted Transfer; or

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF C•:NTCIUON PECOS TERMINAL LLC PAGE 23 121 t45UISP/330321010t/072115

(ii) removul of the Member as a Member as provided in Section I2.2 of this Agreement.

(b) A Member shnl1 he deemed lo withdraw from the Company upon the occurrence of nn event specified in Section t 2.1 (a}.

l 2.2. Renwvnl of Members.

(a) A Member may be removed as a Member by the Board of Managers under the following circumstunces:

(i) the Member has transferred or aucmpled to transfer all or any portion of its Membership Interest in u Prohibited Transfer;

(ii) the Member has materially breached the tenns of this Agreement;; or

the Board of Munngcrs detennines thnt removal is necessary to comply (iii)

with any requirements, conditions, or guidelines contained in any opinion, directive, order, ruling, or regulation or any United Stales federal or stnte agency or judicial authority or contained in any United States federal or state statute.

(b) lf the Board of Managers proposes to remove a Member pursuant to this Section, the Board of MwlUger.; shall notify the Member in wri1ing of the proposed removal. and if npplicable shall provide such Member n rcasmmblc opportunity to cure the event giving rise to removal. •tbc removal of the Member is effective at such time as detennined by the Board of Munngers in accordance with applicnblc lnw and taking inlo account the Member's opportunity lo cure the event giving rise to removal.

12.3. Status of Fonner Member. A Member who withdraws or has been removed from the Company or otherwise ceases to be a Member hns the status of an Assignee with respect to any Membership Interest held by such fom1er Member. Except ns provided in Seccion I 0.3(c) (relating to optional redemption of n Member's Membership Interest upon the occurrence of u Triggering Event) or Article XJJI (relating to winding up and le1minntion), such former Member is not entitled to receive uny payments under Section 101 .205 of the Code.

ARTICLE XIII

WINDING UP AND TERMINATION

I3.1. Events Requiring Winding Up. The Company slmll commence winding up procedures in accordance with this Agreement and the Code upon the first to occur of the following even ls:

(a) the Members wuuumously vote to wind up and terminate tl1c Company;

(b) a decree by n court requiring the winding up of the Company;

(c) lhe termination of memben;hip of the Inst remaining Member; or

(d) Uie resignation or removal of all Monugers if the Members fail to appoint uny replacement Manager as provided in Section 5.3.

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CKIVl'UIUON Pl·:cos TltllMINAl. LLC PAGE24 B211'57.~SPl330l2/0101/D7Zl16

13.2. Winding Up Procedures.

(n) On the occurrence of nn event requiring winding up of the Company, unless there is nn action to continue the Company without winding up in accordnncc with Section 13.3, the Board of Managers (or other Liquidator us pmvided below) shall, as soon as reasonably practicable, wind up the Company's business nnd alTnirs (including disposing of the Compnny's nsscls and applying the proceeds as provided in Section 13.4) nnd tenninnte the Company in accordance with this Agreement nnd the Code. TI1e Company shall cease to cnrry on its business (except to the extent necessary to wind up its business), cotlcct and sell its property to the extent the property is not to be transferred or distributed in kind, and pcrfonn any other act required to wind up its business and uJTairs.

(b) lftlle Board of Managers has wrongfully caused the winding up of the Compuny or if there is no Manager, (i) o Majority-in-Interest may vote to elect a person or persons to accomplish the winding up of the Company, or (ii) jf the Members fuil lo elect a person to accomplish winding up the Company. lhen any Member or Assignee may pelition o court to wind up the Company ns provided in Section I 1.054 of the Code. The person or persons winding up the Company. whether lhe Board of Managers or un elected or court nppoinLed person or persons, is referred to in this Agreement ns the "Liquidator."

(c) The Liquidator may determine the time, mruUlcr, and tcnns of any sale or sales of Company property pursuant t<> such winding up. The Liquidator (if not the Board of Managers) is entitled to receive reasonable compensation for its services; mny exercise ull of lhe powers conforred upon the Board of Managers under this Agreement to tl1e extent necessary or desirable in the goud faith judgment of the Liquidator to perfonn its duties; and ~~th respect to acts taken or omitted while acting in such cupacily on behalf of the Company, is entitled to the limitation of liability and indemnification rights set forth in Article VI.

(d) The Liquidator shall provide quarterly reports to the Members und Assignees during the winding up procedure showing the assets and liabilities of lhe Company, providing information aml documents required by the Members and Assignees to comply with their tax reporting obligations, nnd such other infonnation as the Liquidutor deems appropriate. Within a reasonable time ufler completing the winding up, the Liquidator shall give each Member and Assignee a final statement setting forth the assets, liabilities, and reserves of the Compw1y as of the dale of completion of winding up.

13.3. Continuation Without Winding Up.

(a) ff there is u decision to wind up and terminate the Company ns described in Section 13. )(a), the Company may be continued as provided in Section I 01.552 oflhe Code.

(b) If lhere is a termination of tbc continued membership of Lhe last remammg Member as described in Section 13.l{c}, then prior to completion of the v.inding up process but not later than 90 days ufier the event of termination, the Board of Managers moy continue the Company by admitting one or more Members effective as of the occurrence of the event of termination. Any Assignee whose Percentage Interest would be diminished by reason of the admission of an Additional Member under the circumstances described in this Section must approve the admission or lhc Additional Member.

FIRST AMENDED ANO RESTATED COMPANY AGREEMENT OF Cf.l"n'URION PECOS 'l'l-:R.\llNAI. LLC PAGE 25 8211"57-41SP/330S2/010110721t5

IJ.4. Liquidation of AsscL.; and Application nnd lJisrribution of Proceeds.

(a) In General. On winding up the Company, tl1e Liquidator shall di:-;posc of the Company's properties und apply and distribute the proceeds, or transfer the CompW1y properties, in the following order of priority:

(i) lo creditors {including Members who are creditors) in accordance with their relative rights and priol'itics to satisfy the liabilities of the Company. including expenses associated with the winding up nnd termination of the Company, but excluding uny Company linbility for any unpaid Mandatory Distributions;

{ii) to Members, Assignees, and former Members to satisfy the Company's liability for any unpaid Mandatory Distributions; und

(iH} to Members and Assignees as provided in Section 4.2(a).

(b) No Member Deficit Restoration Obligation. No Member is liuble to the Company or MY other person for the rcpaymenr of any deficit in the Member's Capital Account, except as provided in Section l 01.206 of the Code.

(c) Reserves. Tn the discretion of the Liquidator, a pro rata portion of the distributions tbat would otherwise be made pursuant to Section 13.4CalCiil and (iii) may be withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) nnd future expenses, including a reasonable reserve for any claims for indemnification under Article VI and for uny future expenses ussocintcd with nny tax audit or other Proceeding lhnt is pending or may arise.

(d) Payments and Qistributions to Members in Kind. The Liquidator may not make nny payments or distributions lo Members or Assignees pursuant to Section I 3.4(a)(ii} or (iii) other than in cash unless all Members and Assignees receiving the property approve the transfor in kind. The Liquidator shall detennine the Fair Market Vulue of uny property transferred l<> Members or Assignees in kind according to the valuation proceuures set forth in Article XIV.

(e) Character of Liquidating Distribution~. Except as otherwise required by the J.R.C., amounts paid to Members pursuant lo this Section 13.4 shall be treated as made in exchange for the interest of the Member in Compnny property pursuant to J.R.C. Section 736(b)(l), including lhe interest of such Member in Company goodwiU.

13.5. Certificate of Tenninution. The Liquidntor shall tile a Certificate of Tcnnination of a Domestic ~ntity on the completion of the winding up of the Company.

I3.6. Reinstatement. Jf the Company is tcnninnte<l, it may be reinstated in lhl! manner provided in the Code.

ARTICLE XIV VALUATION

14.1. Fair Value of Company Pl'Opcrty. The Fnir Value of property contributed 10 the Company by a Member as part of such Member's lnitilll Capital Contribution is the amount of such Member's Initial Capital Contribution. as set forth on Exhibit A, minus Lhe umount of any cash contributed to the Compnny as part of such Member's Initial Cnpilul Contribution. In all other cases, the

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CE"TlllUON r1o:cos n:RMINAL LLC PAGE 26 82t1457.41SPl33D~2/010tl072116

Fair Vnlue of un us.set as of nny dnte is its lair mnrkel vulue as detennincd by the Board of Managers in good faith using any reasonable valuation method. If any affected Member docs not ngrce with rhe valuation set by the Doard of Managers, the Fair Value shall be dctemlincd using procedures similar to chose set forth in Section 14.2, nnd Lhc cost of any such delenninuLion shall be borne entirely by the affected Member unless the Board of Managers or n Mnjority-in-Jnteresl of all Members other than lhe affected Member approves an alternative allocation of such costs.

14.2. Purchnsc Price of Membership lnreresL

(n) For purposes of any redemption of n Membership Interest pursunnl to Section I0.3(c), the purchase price shall be the Triggering Event Purchase Price.

(b) If the Offering Member nnd the Company cannot cooperutively designate an appraiser wiU1in 15 days foJlowing the date uf the Redemption Notice, then the Offering Member and the Company shall each select nn appraiser, un<l such two (2) appraisers shall sclecl a third appraiser who shall select the appraiser to perfonn such uppmisal. The cosl of each uppraisal shall be shared equaJ!y by the Company and the Offering Member.

14.3. Valuation of Membership Tnlcrescs. For all purposes uf this Agreement other than the valuation of Membership Interests in connection with a Triggering Event. the fair market value of the Membership Interests shall be dcrcrmined by Lhe Managers pursuant to un independent third party appn1isal of the assets of the Company. The Board of Managers shall no less than annually cause the assets of the Company lo be appraised hy on independent third party.

ARTICLE XV

GENERAL PROVlSIONS

15. 1. Amendments.

(a) In General. Subject to the following exceptions and limitations, this Agreement mny be amended only with the written approval of all Members.

Exceptions and Limitations. The Board of Managers mny amend Exhibit A from (b)

time to time to retlccl the admission and withdrnwal of Members, and changes to any Member's Percentage lnteres1, in accordw1ce with this Agreement. No amendment of Article VI (relating to liability and indemnification) may adversely affect the rights or obligations of any Indemnified Person without the Indemnified Person's prior written approval.

15.2. Notice. Any notice, report, or other communication required or permitted to be mude lo any person by this Agreement shall be in writing and is deemed given when (a) delivered to the person by hand, (b) the third business duy afler delivery to the United States Postal Service (or other designated delivery service as defined in l.R.C. Section 7502(1)), postage prepaid, in nn envelope properly addressed to the person at the pcrson·s address set forth in the Company's records as of the date of delivery, or (c) successfully transmitted by facsimile or electronic message to the person's facsimile phone number or e-mail address (as applicable) set forth in the Company's records as of the date of transmission. Any communication to the Board of Munagers or the Company may be de1ivered to the Company's registered office designated pursuant to Section fri 13.

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF Cl!.N"fVRION P•:cos1'ERllllNAL LLC PAGE27 fl2t1•57.418P/S:IO:J2/0tOtlD72115 15.3. Oovcming Law; Consent to Jurisdiction. This Agreement is govcmcd by and shall be construed under the Juws of the State of Texas without regard to legal rt!quirements that would require the application of the law of any other jurisdiction. Any Proceeding i1rising out of or rcluting to this Agreement or the Company' s activities or properties may be brought in the stutc courts of Dallas County, Texas or, if it hus or can acquire jurisdiction~ in the United Stntcs District Court located in Dallas County, Texas. Each Member und Assignee irrevocably submits to the exclusive jurisdiction of each such court in any such Proceeding, waives any objection it may now 01· hereafter have to venue or lo convenience of forum, agrees thal all cluims in respect of the Proceeding shnll be heard and detennincd only in any such court und abrrecs nol lo bring uny such Proceeding in any other court. The Company or any Member or Assignee muy file a copy of this Agreement wiU1 any court as wriUcn evidence of the agreement between the parties irrevocably to waive uny objections lo venue or to convenience of forum. Process in nny Proceeding refen·ed to in the second sentence of this Section may be served on nny party anywhere in the world.

15.4. Waiver. Any foilul'c by n party to insist upon the strict perfom1unce of uny covenant or condition of this Agreement, or to exercise any right or remedy upon a breach of any such covenant or condition, docs not constitute waiver of nny such covenant or condition or any breach thereof. A purty will not be deemed to huve waived uny right ur remedy under this Agreement unless that party has signed H written document to that effect, and any such waiver is applicnblc only with respect lo the specific provision and instance for which it is given.

15.5. Entire Agreement. This Agreement supersedes nil prior agreements, whether written or oral, between the parties with respect to its subject matter and constitutes u complete nnd exclusive statement of the agreement between the parties with respect to its subject matter.

15.6. Successors nnd Assigns. No Member or Assignee may assign any of ils rights or delegate ony of its obligations under this Agreement except ns expressly pcm1itted in this Agreement

15. 7. Third-Parties. Other than ai; provided in Section 5.7 (relating to reliance on authority of the Bonrd of Munugen.i) and Article VJ (relating Lo rights of Indemnified Persons), none of tbc provisions of this Agreement nre for the benefit of or enforceable by nny creditors of the Company or other persons not a party to this Agreement, except such benefits as inure to n successor or permitted assign in accordnncc with Section 15.6.

15.8. Severability. If any provision of this Agreement is held invulid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and cflect. Any provision of this Agreement held invalid or ummforceable only in part or degree will remain in full force and effect lo the extent not held invalid or unenforceable.

15.9. Construction. The language in this Agreement is lo be construed according to its fair meaning and is not to be strictly construed for or aguinst uny party. Nothing in this Agreement is to be construed as authorizing or requiring any action that is prohibited by the Code or other applicable law, 01· as prohibiting any action tJiat is required by the Code or other applicable law.

15.10. Execution of Agreement. This Agreement may be executed in counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which together constitute one agreement. Any signature to this Agreement evidenced by a facsimile or other electronic transmission of such signature shall be binding on the parties to the same extent ns if such signature were an original.

FIRST AMENDEO AND RESTATED COMPANY AGREEMENT OF CEl\TUIUOJ\' P•·:cos Tt:ltMJl\'/\I. LLC PAGE 28 G211457•.USPIS3032/0101/0721 fll

I5.11. further Assurances. The pa11ies shall execute and deliver all documents, provide all information, and tnkc or refrain from taking action os may be necessary or upproprinte to achieve the purposes of this Agreement.

!This Spncc Left UJank lntcnOoually. Signature Page Follows.I

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CE.~'l'UIUON ri::c:os TmtMINAl. LLC PAGE29 12I1467.418P/3303210101/072I1 S

Executed n.o.; of the Effective Dale sel forth nbove, by nnd nmong Lhe persons signing below.

MEMBEltS: CENTURION LOGISTICS LLC

STAM PEDE ENER

Name: ~=-=-........

.wo.o=----...,.._,.q.-~~~~-

T itIe: ?res.1 ~-r

MANAGERS: CENTURION LOGJSTICS LLC

B. Nwne: ..LIMLs l:\ciJ'- Title: ~rt=c;;, &n,t - ---

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTURION PEcosn:HMINAI. LLC PAGE30 8211•5UISP/l3032IO f0tf072115

FIRST AMENDED AND RESTATED COMPANYAGRF.EMENT

OF

CENTUlUON PECOS TERMINAL LLC

EXHIBIT A

MEMBERS' CONTRJ.BUTlONS AND PERCENTAGE INTEl{ESTS

Effective ns oi' the Effective Date

lnifinl Capital (nitJaJ Percentage MEMBER NAME AND ADDRESS Con tribu ti on Interest Centurion Logislics LLC $400.00 40.00% 17950 Preston Road Suite 1080 Dallas, Texas 75252

Stampede Energy, LLC $600.00 60.00% 800 Spring Street Suite 205 Shreveport, Louisinnn 7110 I

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTUIUO:'\ P•:ros n :1ui •~Al. Ll.C 0211457 .418Pl33032J0101107211 S

FIRST AMENDED AND RESTATED COMPANY AGRJ£EMENT

OF

CENTURION PECOS TERl\tllNAL LLC

APPENDIX A

PIUNCJPLES OF ALLOCATTON

A.J Introduction. This Appendix sets !OrU1 principles under which items of income, gain, loss, deduction and credit shall be allocated among the Members. This Appendix also provides for the determination and maintenance of Capital Accounts, generally in accordance with Treasury Regulations promulgated wider l.R.C. Section 704(b), for purposes of determining such ollocations. For purposes of this Appendix, an Assignee shnH be treated in the snmc manner as a Member.

A.2 Definitions. Capitalized terms used in this Appendix huve the meanings set forth below or in the Agreement.

"Adjusted Capital Account Deficit'' means ruiy deficit balance in a Member's Capital Account as of the end of a taxable year, after giving effect to lhc following adjustments:

(i) Credit to the Capital Account any amounts the Member is ohlignled to 1-cstore pursuant to the Agreement or is deemed to be obligated to restore pursmml to (a) Treasury Rcgulatic>ns Section 1. 704-1 (b)(2)(ii)(c) (relating to obligations to pay partner promissory notes nntl other obligations to mnke contributions lo the Company), or (b) the penultimate sentences of Treasury Regulations Sections 1.704-2(g)( I) (relaring lo partnership minimum gain) and 1. 704- 2(i)(5) (relating lo partner nonrecourse debt minimum gain); und

(ii) Debit to such Capital Account the items described in Treasury Regulations Sections l. 704-l(b)(2)(ii)(d)( 4), 1. 704-J (b)(2)(ii)(d)(5), and 1. 704-1 (b)(2)(ii}(d)(6).

The foregoing definition is intended to comply with Treasury Regulations Section l.704·l(b)(2){ii)(d) and shall be interpreted consistently thel'cwith.

ucapital Accow1t" has the meaning set forth in Section A.3.

"Depreciation'' means. for each taxable year, an amount equal to the depreciution, amo11ization, or other cost recovery deduction allowable with respect to an asset for such tnxable year, except that if' the Gross Asset Value of an asset di ffors from its adjusted basis for federal income tax purposes ul the beginning or such taxable yeur, Depreciation is un umount which bears the snmc ratio to such beginning Gross Asset Value as the federal income tax depreciation, umortizulion, or other cost recovery deduction for such taxable year bears to such beginning adjusted tax basis. If lhe adjusted basis for t'Cderal income tax purposes of an asset at the beginning or such taxable year is zero, Depreciation shnll be determined with reference to such beginning Gross Asset Value using uny reasonable method selected by the Board of Managers.

"Gross Asset Value" means an asset's adjusted busis for federal income lax PllllX>Ses, except as follows:

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF C.:N"l'l:IUON PECOS Tl-'. ltMINAI. LLC Pl\GEA-2 9211451.4/SPl3l032'0101I072115

(i) The initiul Gross Asset Value of an asset conlribute<l by a Member to the Company is the gro.ss Fuir Value of such asset, as dctem1incd by lht: contributing Member and the Board of Managers and ns set forth on Exhibit A .

(ii) The Gross Asset Values of Company assets shall be m.ljustcd to equal their respective gross Fair Values (tuking l.R.C. § 770l(g) into account), us detennined by the Board of Managers, as of the following times: (A) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more lhan o de minimis Capital Contribution; (B) the distribution by the Company lo a Member of more them a de minimis amount of property us consideration for an interest in the Company; (C) the liquidation of the Company within the meaning of Tren."ury Rcguluti(ms Section I. 704-1 (b)(2)(ii)(g); and (D) in connection with the grant of nn interest in the Company (other thnn a de minimis interest) ns consideration for the provision of services to or for the benefit or the Company by a Member acting in n member capacity or in a111icipation of being a Member. Adjus!ments pursuant to clauses (A). (B), nnd (D) above arc required only if the Board of Managers dctcnnincs thnt such adjustments arc nccessUI)' lo nccuratcly reflect the relative economic interests of the Members in the Company.

(iii) The Gross Asset Value of a Company asset distributed lo n Member shall be adjusted to equal the gross Fair Valuc (taJ<ing LR.C. § 770 I(g) into account) of such asset on the dntc of distribution as detem1ined by the distributce und the Board of Ma11agcrs.

(iv) ·n1e Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adju$lments lo the adjusted basis of such assets pursuant to J.R.C. Section 734(b) or J.R.C. Section 743(b), but only to the extent that such adjustmenLc; arc tnken into account in detcnnining Capital Accounts pursuunl lo Treasury Regulations Section 1.704-1 (b)(2)(iv)(m). Gross Asset Values sha11 not be adjusted pursuant to this paragraph (iv) to the extent that an adjustment is required pursuant to paragraph (ii).

If the Gross Asset Value of un asset hns been detcn11ined or adjusted pursuant to subparagraphs (i), (ii), or (iv) of this definition, the asset' s Gross Asset Value shall thercalkr be adjusted by the Depreciation taken into nccount with respect to such asset for purposes of computing Net Profit and l\el Loss.

"Net Profit" and "Net Loss,, me~ for each ruxable yenr or other relevant period, M amount equal to the Company's taxable income or loss for such taxable year or other relcv~mt period, detennined in uccordancc with I.R.C. Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be slated separately pursunn\ to l.R.C. Section 703(a)(l) shall be included in t·axable income or loss), with the following adjustments:

(i) Any income of the Company thul is exempt from federal income tax and not otherwise taken into account in computing Net Profit or Net Loss shnll be added to such taxable income or loss.

(ii) Any expenditures of the Company described in l.R.C. Section 705(a){2)(B) or treated as LR.C. Section 705(a)(2)(B) expenditures pursuant to Treasury Regulations Section l.704-1(b)(2)(iv)(i), and not othenvise taken into account in computing Net Profit or Net Loss, shall be subtracted from such tnxnblc income or loss.

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTURION ,,r.cos Tb!RMINAL LLC PAGE A-3 621 t4&MISPl3lD32/0101107'2115

(iii) If the Gross Asset Value of any Company asset is adjusted pursuant cu subparagraph (ii) or (iii) of the Section A.2 definition of Gross Asset Value, the amount of such adjustment shall be taken into account ns gain or loss from disposition of the ac;set for purposes of computing Net Profit nm.I Net Loss.

(iv) Gain or loss resulting from nny disposition of Company property with respect 10 which gain or loss is recognized for federnl income tax purposes shall be computed by rcl'Crence to the Gross Asset Value or the property disposed of (unreduced by any liabilities nttrihutablc thereto), notwithstnnding that the adjusted tax basis of such property differs from its Gross Asset Value.

(v} Jn lieu of the depreciation, amortization, and other cos! recovery deductions lnken into account in cotnputing such taxable income or loss, there shall be lnken into occount Depreciation com puled in occordnncc with the definition of Deprccintion in Section A.2.

(vi) To the exlent an adjustment to the adjusted tux b'1sis of any Company asset pursuant to l.R.C. Section 734(b) is required pursuant to Treasury Regulations Section I.704- l(b)(2)(iv)(m)(4) lo be taken into nccount in determining Capital Accounts as a re~mlt of n distribution other than in liquidation of a Member's Membership Interest, the amount of such adjustmenl shnlJ be treated ns an item of gain (if the adjustment increases the basis of the asscl) or loss (if the adjustment decreases the busis of the nsset) from the disposition of the asset and shall be taken into account for purposes or computing Net Profit or Net Loss.

"Nonrecoursc Deductions'" has the meaning set forth in Treasury Regulations Section J. 704-

2(b)( I) nn<l slmll be determined according to the provisions of Treasury Regulations Section 1. 704-2(c}.

"Nonrecourse Liability" has the meuning set forth in 'l rcasury Regulations Section l.704-

2(b}(3).

..Partner Nonrccourse Debt" has the meaning set forth in Treasury Regulations Section 1.704· 2(b)(4).

"Partner Nomccourse Debt Minimum Gain" has the meaning set forth in Treasury Regulations Section I. 704-2(1)(2) and shall be detennincd in accordance with Treasury Regulations Section 1. 704- 2(i)(3 ).

"Partner Nonrecourse Deductions" lms the meaning set forth in Treasury Regulations Section I. 704-2(i)( J) and shall be dctcnnined in accordance with Treasury Regulations Section I. 704-2(i)(2).

Pnrtnership Minimum Gain" has the meaning set fortJ1 in Treasury Regulations Section I. 704-

0

2(b)(2) and shnll be determined in accoruancc with Treasury Regulations Section J.704-2(d).

A.3 Capital Accounts. The Company shall determine nnd maintain Capital Accounts.

"Capitnl Account" means an account of each Member dctem1incd nnd milinlnined throughout the full tenn of the Company in uccordance with the capital accounting rules of Treasury Regulations Section I .704-1 (b)(2)(iv). Without limiting the generality oflhe foregoing, the fo!Jowing rules apply:

(a) The Capital Account of each Member shul1 be credited with (i) an amount equal to .>uch Member's Capital Contributions and the Fair Value of property contributed (ff permitted hereunder) to the Company by such Member, (ii) such Member's share of the Company's Net Profit,

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CF."T\JRION PECOS TERMl~At. LLC rAGf; A-4 G211«57,41SP/n03210101/072115 and (iii) the amount of any Company liabilities assumed by .such Member or that arc secured by property distributed to such Member.

(b) The Capital Account of each Member shall be debited by (i) the nn1otml of cash and the Fair Value of pl'Opcrty distributed to such Member. (ii) such Member's share of the Compnny's Net Loss, and (iii) the amount of any liabilities of such Member assumed by the Company or that arc secured by nny property contributed by such Member to the Company.

(c) Upon the transfer by a Member of all or part of an interest in the Company ofter the Effective Dale, the Capital Account of the transferor that is attributable to the transferred interest carries over to the transferee and the Capital Accounts of the Members shall be aqjustcd to the extent provided in Treasury Regulations Section l.704-l(b)(2)(iv)(m).

(d) Jn dctennining the amount of nny liability for purposes of Sections A.3(a) and A.3(b), I.R.C. Section 752(c) and any other applicable provisions of the I.R.C. and the Treasury Regulations shall be taken into account.

(e) Except as otherwise required by Trcnsury Rcgulntions Section l.704-1(b)(2)(iv), adjustment to Cnpitnl Accounts in respect of Company income, guin, loss, deduction, und T.R.C. Section 705(a)(2)(B) expenditures (or items thereof) slmll be made wilh reference to the Je<lernl tux treatment of such items (and, in the case of book ilems, with reference to the federal ln.'C treatment of the c~orrcsponding hl.'< items) at the Company level, without regard to any mandatory or elective tax treatment of such Hems at the Member level.

(f) The provisions of this Appendix and of the Agreement relating to the maintenance of Capitol Accounts are intended to comply with Treasury Regulations Section 1.704-1 (b)(2)(iv), and shall be interpreted nnd applied in a manner consistent witb such Treasury Regulnlions. If the Boord of Managers dctcnnincs that it i.s prudent to modify the manner in which the Cnpilal Accounts, or any debits or credits thereto (including debits or credits relating to liabilities that are secured by contributions or distributed property or that are assumed by the Company or any Member), arc computed in order to comply with such Treasury Regulations, the Board of Managers may make such modificntion ifit is not likely to haven material effect on the amounts distributed or to be distributed to any Member pursuant tu the Abrrcement. The Board of Munngers shall make any adjustments that ure necessary or uppropriate (i) to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company's balance sheet, ns computed for book purposes, in accordance with Treasury Regulations Section l.704-l(b)(2){iv)(g), un<l (ii) if ummticipated events (for example, the acquisition by the Company of oil or gas properties) might otherwise cause this Agreement not to comply with Treasury RegulHlions Section l.704-l(b}.

(g) The provisions of the proposed Treasury Regulations published on January 22.

2003 (68 Fed. Reg. 2930). as they may subsequently be modified or adopted as temporary or final Treasury ~egulations, shall apply with respect to any noncompensatory options issued by the Company.

A.4 Allocations of Net Profit and Net Loss

A.4.1 In General

After giving eJTect to the special allocntions set forth in Sections A.4.2 ond A.4.3 hereof, Net Profit and Net Loss (ond to the extent necessary, individual items of income, gain, loss, or deduction) for

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CENTURION PECOS TEHMINAI. LLC 821 t45UISP/33032/0f0U072115 any period shall be ullocated to the Members in such amounts as may be necessary to cuusc each Member's Capitul Account (as udjusced through the end of such period) to equul, ns nearly as possible, the sum (which may be either a positive or negative amount) of (i) the amount such Member W(1uld receive if all Company assets on hand at the end of such period were sold for cash at their Gro.ss Asset Values, all Company liabilities were satisfied in cash 11ccording to their terms (limited in the case of any Nonrecourse Liability and Partner Nonrecourse Debt to the Gross Asset Value of the properly securing such liabilities), all ohligntions (if uny) of Members to contribute additional capital lo the Company were satisfied, and a.JJy remaining cash was distributed to the Members under Section 4.2 us or the last day of such period, minus (ii) lhe Member's share of Partnership Minimum Gain and Purtner Nonrecoursc Debt Minimum Gain computed immediately prior to such deemed snlc of assets.

A.4.2 Regulatory Allocations. The following special allocation.c; shall be applied in the order in which they arc listed. Such ordering is intended to comply with the ordering rules in Treasury Regulations Section I.704-2(j) and shall be applied consist<!ntly therewith.

(o) Minimum Gain Chargcbnck. Except as otherwise provided in Treusury Regulations Section I. 704-2(J), anything to the contrary in this Section A.4 nolwithstunding, if there is a net decrease in Partnership Minimum Gnin during any taxable year, each Member shall be allocated items of income and guin for that taxable year (and, if necessary. subsequent taxable years) equal to that Member's share of the net decrease in Partnership Minimum Gain determined in accordance with Treasury Regulations Section l.704-2{g)(2). This Section A.4.2(a) is intended to comply with the minimum gain chargebock requirement in Treasury Regulations Section 1.704-2(1) und shall be interpreted consistently therewith, including that no chnrgcback shall be required to the extent the requirements for requesting a waiver described in Treasury Regulations Section I. 704-2(1)(4) arc mcl or the requirements for any other exception prescribed by or pursuunl to Treasury Regulations Section l.704-2(() are met.

(b) Pai1ncr Nonrccour.se Dehl Minimum Gain Chargcback. Except us otherwise provided in Treasury Regulations Section 1.704-20)(4), anything to the conlrury in this Section notwithstanding, if there is a net decrease in Partner Nonrecourse Dehl Minimum Guin during a rnxable year, then, in addition to the amounts, if any. allocated pursuant to purugrnph 4.2(n), any Member with a share of that Partner Nonrecoursc Debt Minimum Gain (determined in accordnncc with Treasury Regulations Section l.704-2(i)(5)) ns of U1e beginning of the taxable year shalJ be allocated items of Compuny income and gain for that taxable year (and, if necessary, for subsequent tnxnble years) equal to th.at Member's share of the net decrease in the Partner Nonrecourse Debt Minimum Gain, delennined in uccordancc with Treasury Regulations Scclion l.704-2(i)(4). This Section A.4.2(b) is intended to comply with the chnrgcback of pnrtncr nonrecourse debt minimum gnin required by Treusury Regulations Section I. 704-2(i)(4) und shall be interpreted consistently therewith, including thut no chargebnck shaU be required to the extent the requirements for any exceptions provided in Treasury Regulation Section J. 704-2(i)(4) urc met.

(c) Qualified Income Offset. lf any Member unexpectedly receives any adjustment, aJlocation, or distribution described in Treasury Regulations Sections I. 704-J (b)(2)(il)(d)(4), (5), or (6), items of Company income and gain shall be specially allocated to such Mcmbel' in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of such Member us quickly ns possible. An allocation pursuant lo the foregoing sentence shall be made only to the extent that such Member would huve an Adjusted Capital Account Deficit after all other ullocations provlded for in Section A.4 have been tentatively made as if this Section A.4.2(c) were not in this Appendix. This allocation is intended to constitute a "quolilied income

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF CEN'rllRION P•:cos T•:ltMINl\L LLC PAGE A-6 6211457.~/SP/3SO:J2/0101101211S offset" within the meaning of Treasury Regulolions Section 1. 704-1 (b)t2)(ii)(<l)(3) and shall be construed in accordance with the requirements thereof.

(d) Gross Tncome Allocation. If a Member has un Adjusted Capital Account Deficit nl the end of any taxable year, each such Member shall be specially allocule<l items of Company income and gain in the amount of such Adjusted Capital Account Deficit as quickly us possible; provided thut an allocation pursuant lo this clause shall be mm.le only if on<l to the extent that the Member would huvc an Adjusted Capital Account Deficit after nil other allocations provided for in this Section A.4 huve bc.-eo made as if lhis Section A.4.2(d) were not in this Appendix.

(c) Nonrecourse Deductions. Nonrccourse Deductions for nny 1nxable year shall be allocated among lhe Members in nccordnnce with their Percentage Interests.

(f) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any Lwcublc year shall be specially allocnled to the Member who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecoursc Deductions are attributable in nccordance with Tren.i;ury Regulations Section I. 704-2(i)( I).

(g) Basis Adjustments. To the extent an adjustment to lhe adjusted tax ba.<iis of any Company asset pursuant to I.R.C. Section 734(b) or l.R.C. Section 743(b) is required under Treasury Regulations Section l.704-l(b)(2)(iv)(m) LO be taken into account in determining Capital Accounts, the runount of such adjustment to the Cupital Accounts shaJJ be treated as an item of gain (if the adjustment increases the basis of the nsset) or loss (if the adjustment decreases such basis) and such gnin or loss shall be specially nllocuted to the Members in a manner consistent with the manner in which their Capital Accounts are required lo be adjusted pursuant to such Section of the Treasury Rcgulutions.

A.4.J Curative Allocations. The allocations sec forth in Section A.4.2 hereof (the "Regulatory Allocations·•) are intended lo comply with cerlain requirements of the Treasury Regulations. The Members intend that, to the extent possible. all Regulatory Allocations shall be offsel either with other Regulatory Allocations or with special ullocntions of other items or Cumpany income, gain, loss, or deduction pursuant to this Section A.4.3. Therefore, any 01hcr provisions of this Section A.4 (other thnn the Regulatory Allocations) notwithstanding, the Board of Managers shall make such offsetting spcciuf allocations of Company income. gain, loss, or deduction in whatever manner the Board of Managers dctennincs appropriate so that, after such offsetting allocations are made, euch Member's Capital Account bnlance is, to the extent possible, cquaJ to the Capital Account balance such Member would huve had if the Regulatory Allocations were not part or the Abrrecmcnt nnd nil Company items were n!Jocnted pursuwtt to Section A.4. 1. fn exercising ils discretion under this Section A.4.3, the Bonrd of Managers shall tuke into account future Regulatory Allocations under Sections A.4.2(a) EJnd A.4.2(b) that, although not yet made, arc likely to oITset other Regulatory Allocations previously made under Sections A.4.2(c) nnd A.4.2(1).

A.4.4 Other Allocation Rules

(a) Net Profit. Net Loss, and othcl' items sholl be allocated to the Members pursuant lo this Appendix A as of the last day of each taxable ycart and ut such times as the Gross Assel Values of Company Property art adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value.

(b) If during any taxable year any Member's Percentage Interest changes, each Member's share of Net Proflr, Net Loss, and other items for such taxable year shall be determined

FIRST AMENDED ANO RESTATED COMPANY AGREEMENT OF CEN'l'lllUOl'' Pf:c:os Tl~RMINAI. LLC PAGF. A·7 11211'657.4/SP/3303210101/07211 & nccording tu their varying interests and l.R.C. Seclion 706(d), using nny convenlions penniltcd by law and select<..-d by the Board of Munngers.

(c) f'or purposes of dctcnnining a Member's share of Company "excess nonrccourse liabilities" within the meaning of Treasury Regulations Section 1.752-J(n)(J), the Members' shures of Company prolils shall be deemed to be in proportion to their respective Percentage Interests.

(d) To the extent permitted by Treasury Regulations Section I.704-2(h)(3). the Board of Manngcrs may treat any distribution of the proceeds of a Nonrecourse Liability or a Purtner Nonrccoursc Debt (that would otherwise be allocnblc to nn increase in Partnership Minimum Guin) as n distribution thnt is not allocable lo an increase in Partnership Minimum Gain to the extent the distribution does not cause or increase an Adjusted Capital Account Deficit for any Member.

A .5 Tax Allocations

(n) 111 General. Except ns otherwise provided in this Section A.5, euch item of income, gain, loss, and deduction of the Company for federal income lax purposes shall be allocated among the Members in the snme manner ns such items are allocutt:d for book purposes under the Agreement and this Appendix.

(b) Contributed or Rcvnlucd Property. fn uccordunce with I.R.C. Section 704(c) and the related Treasury Regulations, income, gain, Joss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocntcd among the Members so ns to take account of uny variation between the udjustcd basis of such property to tht! Company for federal income tux purposes nnd its Gross Asset Value. Ir the Gross Asset Value of any Company asset js adjusted pursuant to subparagraph (ii) or the definition of Gross Asset Value in Section A.2 hereof, subsequent allocations of income, gain, loss, and deductions with respect lo such asset shall take account of any variation between the adjusted basis of such asset for federal income tux purposes nnd its Gross Asset Value in the snme manner as under l.R.C. Sect.ion 704(c) and the reluted Treasury Regulations. Any elections or other decisions relating to allocations pursuant to this Section A.5 shall be made by the Board of Managers in any manner thnl reasonably reflects the purpose and intention of this Appendix and U1c Agreement.

(c) Credits. Except as otherwise rtquired by Treasury Regulations Section I.704-

1(b)(4)(ii), it\!ms of tax credit and tax credit recapture shall be alJocutcd among the Members in accordance with their Percentage Interests.

(d) Effect or Tax Allocations. Allocations pursuant tu this Section A.5 arc solely for purposes of U.S. federal, stutc, and local taxes and shall noL affect uny Member's Capital Account or share of Net Profit, Ne! Loss, or other items or distributions pursuant to any provision of this Appendix. and the Agreement.

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF Cl~l\"lltlUO~ rECOS TERMINAL LLC PAGJ-: A-8 62t1,e7..41SP/J3032/0t0fl072115

SCHEDULE A

CERTIFICATE OF FAIR MARKET VALUE

In accordance with the provisions of the definition of "Triggering Event Purchase Price" sel forth in the Pirst Amended and Restated Company Agreement of Centurion Pecos Terminal Ll. .C (the "Company") effective ns of November _ , 2014, the liquidating vnlue of the Membership Interests (ns defined in such company agreement) is as follows:

I Estimated fair nmrket value of Company nssets $ ---~----------~

2 Less: estimated selling expenses $ 3 Less: liabilities

---------- $ ~~----------~

4 Less: reserves $ ---~---------

5 Equals: total distributable proceeds (sum of lines I -4) _$__________ 6 Less: Stampede Preferred Return llalnncc $ --------------~

7 Less: Stampede Capital Contribution Bulance

8 Equals: residual distribution amount (sum of lines 5 - 7)

$

9 Residual distribution amount per percentage point of Percentage Interest (line 8 + I00) $ ---------

I0 Liquidnting Value of Stun1pcdc Mcmbcl'Ship lntcrcsf Jl Stumpedc Preferred Return Balance (line 6) $ 12 Stampede Capital Contribution Ilalancc (line 7) $ ---------

13 Stampede Percentage Interest (line 9 x 60.00%)

-------------- $

14 Totnl (sum of lines 11 - 13)

-------------- --------- $

I5 Liquidating Value of Centurion Membership Interest 16 Centurion Percentage lnl'erest (line 9 x 40.00%)

(This Space Left Blunk lntentionully. Signature Pugc Follows.I

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF Ct1'1'lfHION Pf.COS TF.HMINAL LLC 6:Z11<117.<llSP/33032/0101107:Z1f5

JN WITNESS WHEREOF, the Memhi:rs have executed this Certificate of Fnir Mnrkct Value as of U1c dnte first written nhove.

MEMBERS: CENTURION LOGISTICS LLC

By:_ _ _ _ _ _ _ _ _ _ _ _ _ __

Nnmc:

--------------

Title:_ _ _ _ _ _ _ _ _ _ _ _ __

STAMPEDE ENERGY, LLC

By:_ _ _ _ _ _ _ _ _ _ _ _ __

Title:

FIRST AMENDED AND RESTATED COMPANY AGREEMENT OF Ct~TUIUON Pe.:cos Tmo11:'-l,\l. LLC 6211457,.U8P/3303ZID1DflD1ZH Ii

FILED

DALLAS COUNTY 11/22/2017 2:31 PM

FELICIA PITRE DISTRICT CLERK

CAUSE NO. DC-16-07706

CENTURION LOGISTICS LLC, § IN THE DISTRICT COURT OF individually and derivatively on behalf of § CENTURION PECOS TERMINAL LLC, § a Texas Limited Liability Company, § §

Plaintiffs, § §

v. § §

JAMES BALLENGEE, BALLENGEE § INTERESTS, LLC, JOHN CALCE, § DALLAS COUNTY, TEXAS STAMPEDE TX ENERGY, LLC, § CENTURION MIDSTREAM GROUP, § LLC, CENTURION TERMINALS, LLC § §

Defendants, § §

and CENTURION PECOS TERMINAL § LLC, a Texas Limited Liability Company § §

Nominal Defendant. § 44th JUDICIAL DISTRICT

JOHN CALCE’S AMENDED MOTION FOR PARTIAL SUMMARY JUDGMENT REGARDING COUNTERCLAIM AGAINST CENTURION LOGISTICS LLC

TO THE HONORABLE COURT:

Defendant/Counter-Plaintiff John Calce (“Calce”) files this Amended Motion for

Summary Judgment regarding his Counterclaim against Plaintiff/Counter-Defendant Centurion

Logistics LLC (“Centurion Logistics”) and, in support thereof, would respectfully show the

Court as follows: 1

BASIS FOR MOTION

Calce is a manager of Centurion Logistics. Calce is therefore contractually entitled—

pursuant to Section 6.2 of the Company Agreement of Centurion Logistics (the “Agreement”)—

1 This Motion amends and replaces Calce’s previously filed motion for partial summary judgment entitled “John Calce’s Motion for Partial Summary Judgment Regarding Indemnification Claim Against Centurion Logistics LLC,” which was filed on October 6, 2017.

JOHN CALCE’S AMENDED MOTION FOR PARTIAL SUMMARY JUDGMENT REGARDING COUNTERCLAIM AGAINST CENTURION LOGISTICS LLC PAGE 1 9516179.1/SP/38371/0105/112217 to advancement/reimbursement from the company of any expenses he pays or incurs in

defending himself in this lawsuit (as such expenses are paid or incurred). 2 Importantly, Calce’s

right to advancement/reimbursement of defense costs, which is the sole issue addressed by this

Motion, is separate and distinct from any right to indemnification. Calce’s right to

reimbursement is supported by the Agreement, Texas case law, and the Texas Business &

Organizations Code (the “TBOC”). For these reasons, and as more fully set forth below, Calce

is entitled—as a matter of law—to the relief requested herein. 3

STATEMENT OF FACTS

The Lawsuit

1. On June 27, 2016, Centurion Logistics, individually and derivatively on behalf of

Centurion Pecos Terminal LLC (“Centurion Pecos”), filed its Original Petition complaining of

Calce and the other Defendants (the “Lawsuit”). See generally Pl.’s Orig. Pet. Centurion

Logistics brought claims against Calce for (1) breach of fiduciary duty; (2) unjust enrichment;

and (3) aiding and abetting fraudulent concealment. See id. ¶¶ 36 – 42, 60, 69 – 72. 4

2. Centurion Logistics claims that Calce and the other Defendants carried out a

scheme that resulted in Centurion Pecos and Centurion Logistics losing their interest in the

2 A true and correct copy of the Agreement is attached hereto as Exhibit A-1.

3 In this Motion, Calce only seeks a declaration that he is entitled to advancement/reimbursement from Centurion Logistics for his past and future defense costs and a judgment that Centurion Logistics breached the Agreement. Calce will move for a judgment for his actual defense costs at a later date. 4 Centurion Logistics has sought leave to file its First Amended Petition. As of the date of this filing, leave has not been granted. Centurion Logistics’ First Amended Petition includes the following causes of action against Calce: (1) breach of fiduciary duty; (2) unjust enrichment; (3) aiding and abetting fraud/fraudulent inducement; (4) violation of the Texas Theft Liability Act; (5) tortious interference with contract; (6) fraudulent inducement; and (7) promissory estoppel. See Plaintiff’s Motion for Leave to File Amended Petition.

JOHN CALCE’S AMENDED MOTION FOR PARTIAL SUMMARY JUDGMENT REGARDING COUNTERCLAIM AGAINST CENTURION LOGISTICS LLC PAGE 2 9516179.1/SP/38371/0105/112217

Reeves County Property 5, thereby allegedly depriving such entities of the opportunity to

construct a railway terminal for the shipping of crude oil from such property. See generally Pl.’s

Orig. Pet. Among other things, Plaintiff alleges that Calce breached the fiduciary duties that he

owed Centurion Logistics as a manager of the company. See id. ¶¶ 36 – 42. 6

3. On September 20, 2016, Calce filed his Motion to Transfer Venue and Brief in

Support Thereof and, Subject Thereto, Original Answer (the “Original Answer”). Since the

filing of his Original Answer, Calce has incurred, and continues to incur, significant expenses in

defending against the claims that have been brought against him in the Lawsuit.

Calce’s Contractual Right to Immediate Reimbursement of Defense Costs

4. Calce is a manager of Centurion Logistics. See Pl.’s Orig. Pet. ¶ 12. Section 1.1

of the Company Agreement of Centurion Logistics (the “Agreement”) defines an “Indemnified

Person” as follows:

“Indemnified Person” means (a) a Member or Assignee; (b) a Manager; (c) a Liquidator (if any); (d) any Affiliate of the Company, a Member or Assignee, a Manager, or a Liquidator; and (e) any governing person, officer, employee, agent, or owner of the Company, a Member or Assignee, a Manager, a Liquidator, or any Affiliate of any of the foregoing. A person is an Indemnified Person whether or not such person has the status required to be an Indemnified Person at the time any Proceeding is made or maintained as described in Article VI or at the time any amendment to this Agreement is proposed under Section 15.1.

See Ex. A-1 § 1.1 (emphasis added). Calce, as a manager of the company, is therefore an

“Indemnified Person” under the Agreement. See id.

5. Section 6.2 of the Agreement provides as follows:

5 The term “Reeves County Property,” when used herein, should be understood to have the same meaning as the term is used and defined in Plaintiff’s Original Petition. 6 Centurion Logistics makes the same allegations in the First Amended Petition that it has sought leave to file. See Plaintiff’s Motion for Leave to File Amended Petition, Ex. A, ¶¶ 52 – 58.

JOHN CALCE’S AMENDED MOTION FOR PARTIAL SUMMARY JUDGMENT REGARDING COUNTERCLAIM AGAINST CENTURION LOGISTICS LLC PAGE 3 9516179.1/SP/38371/0105/112217

To the fullest extent permitted by applicable law, and subject to Section 6.3, [Centurion Logistics] indemnifies and holds harmless each Indemnified Person from and against any Damages arising from any Proceeding relating to the conduct of [Centurion Logistics’] business or to any act or omission by such Indemnified Person within the scope of the Indemnified Person’s authority in the course of [Centurion Logistics’] business or for any misconduct or negligence on the part of any other person that is an employee or agent of [Centurion Logistics]. An Indemnified Person’s expenses paid or incurred in defending itself against any Proceeding shall be reimbursed as paid or incurred. The right to indemnification conferred in this Article VI is not exclusive of any other right that any person may have or hereafter acquire under any statute, agreement, vote of Members, or otherwise.

See Ex. A-1 § 6.2 (emphasis added). Accordingly, pursuant to Section 6.2, Calce—as an

Indemnified Person—is entitled to immediate reimbursement of “expenses paid or incurred in

defending [himself] against any Proceeding.” See id.

6. Section 1.1 of the Agreement defines “Proceeding” as follows: “(a) any

threatened, pending, or completed action or other proceeding, whether civil, criminal,

administrative, arbitrative, or investigative; (b) an appeal of any such proceeding, and (c) any

inquiry or investigation that could lead to any such proceeding.” See Ex. A-1 § 1.1. This

Lawsuit clearly constitutes a “Proceeding” under the Agreement, which Plaintiff does not

dispute. See infra.

7. Section 6.3(c) of the Agreement provides the following remedy for Centurion

Logistics if it is ultimately determined—pursuant to a final judgment of a court of competent

jurisdiction—that Calce is not entitled to advancement/reimbursement under Section 6.2:

Any payments made to or on behalf of a person who is later determined not to be entitled to such payments shall be repaid by the person to the Company. The Company may require as a condition to the payment of any amounts pursuant to Section 6.2, that the Indemnified Person provide to the Company (i) a written affirmation by the Indemnified Person of the person’s good faith belief that the person has met the standard of conduct necessary for indemnification under this Section 6.3; and (ii) a written undertaking by or on behalf of the Indemnified

JOHN CALCE’S AMENDED MOTION FOR PARTIAL SUMMARY JUDGMENT REGARDING COUNTERCLAIM AGAINST CENTURION LOGISTICS LLC PAGE 4 9516179.1/SP/38371/0105/112217

Person to repay the amount paid or reimbursed if the person has not met that standard or if indemnification is otherwise prohibited by law.

See Ex. A-1 § 6.3(c) (emphasis added).

Centurion Logistics’ Refusal to Reimburse Calce’s Defense Costs

8. On August 22, 2017, Calce—through his counsel—requested that Centurion

Logistics, pursuant to Section 6.2 of the Agreement, (1) reimburse Calce the full amount of

expenses that he had been invoiced as of July 31, 2017, plus an additional $50,000 to be applied

to future expenses as they are incurred; and (2) agree to reimburse Calce the additional expenses,

in excess of such $50,000 advancement, that he pays or incurs in his defense of the Lawsuit as

such expenses are paid or incurred. See the August 22, 2017, letter, a true and correct copy of

which is attached hereto as Exhibit B (referred to hereinafter as the “Reimbursement Request”). 7

9. The Reimbursement Request provides that, “[p]ursuant to Section 6.3 of the

Agreement, Mr. Calce hereby affirms that it is his good faith belief that he has met the standard

of conduct necessary for indemnification under Section 6.3.” See Ex. B at 2. The

Reimbursement Request also provides that “Mr. Calce further agrees to repay any amount that is

paid or reimbursed by Centurion Logistics, pursuant to Section 6.2, if it is determined by a court

of competent jurisdiction that Mr. Calce did not meet the aforementioned standard or if

indemnification is otherwise determined to be prohibited by law.” See id.

10. Centurion Logistics denied Calce’s request for reimbursement. See letter of

September 5, 2017, a true and correct copy of which is attached hereto as Exhibit C (referred to

hereinafter as the “Reimbursement Denial”). Despite denying the request, Centurion Logistics

conceded that Calce is an “Indemnified Person” and that this litigation is a “Proceeding” as those

7 The Agreement was attached as Exhibit A to the Reimbursement Request. The Agreement has been omitted as an attachment to the Reimbursement Request since it is attached as Exhibit A-1 to this Motion.

JOHN CALCE’S AMENDED MOTION FOR PARTIAL SUMMARY JUDGMENT REGARDING COUNTERCLAIM AGAINST CENTURION LOGISTICS LLC PAGE 5 9516179.1/SP/38371/0105/112217 terms are defined in the Agreement. See Ex. C at 2. To date, Centurion Logistics has not

reimbursed Calce any amount for the expenses he has paid and incurred in defending himself

against the claims brought against him in the Lawsuit. See the Declaration of John Calce, a true

and correct copy of which is attached hereto as Exhibit A, ¶ 4.

ARGUMENT AND AUTHORITIES

This Motion only addresses Calce’s right to advancement/reimbursement of defense

costs—not his right to indemnification. These rights are often improperly conflated, but they are

distinct concepts with completely different standards. Calce does not contend that he is entitled

to indemnification—as a matter of law—from Centurion Logistics at this point in the litigation.

However, his right to advancement/reimbursement of defense costs is clear and appropriate for

determination at the summary judgment stage. In order to adequately demonstrate Calce’s

entitlement to the relief requested herein, it is important to first contrast the difference between

the right to advancement/reimbursement and the right to indemnification. These concepts are

extensively analyzed in In re Aguilar, 344 S.W.3d 41 (Tex. App.—El Paso 2011, orig.

proceeding) (referred to herein as “Aguilar”).

A. The right to advancement/reimbursement of expenses and the right to indemnification are separate and distinct legal concepts.

Aguilar is strikingly similar to the present case. Aguilar and another individual formed

Perspectiva Group, Inc. (“Perspectiva”). See Aguilar, 344 S.W.3d at 44. Aguilar was an officer

and director of Perspectiva. See id. Perspectiva filed suit against Aguilar and certain Perspectiva

employees alleging that Aguilar had breached his fiduciary duties to the company and engaged in

a conspiracy. See id. Perspectiva later filed a second suit against Aguilar and others, which was

eventually consolidated with the first suit into one cause, accusing Aguilar and his daughter of

forming a company that competed with Perspectiva (similar to the allegations in the current

JOHN CALCE’S AMENDED MOTION FOR PARTIAL SUMMARY JUDGMENT REGARDING COUNTERCLAIM AGAINST CENTURION LOGISTICS LLC PAGE 6 9516179.1/SP/38371/0105/112217 case). See id. During the pendency of the consolidated lawsuit, Aguilar’s attorney—pursuant to

Perspectiva’s bylaws—sent Perspectiva’s attorney a letter requesting that Perspectiva advance

Aguilar’s defense costs, including attorneys’ fees (which is exactly what Calce has requested

here). See id. Perspectiva—like Centurion Logistics—denied Aguilar’s

advancement/reimbursement request. See id. at 45. The trial court denied Aguilar’s motion

requesting advancement/reimbursement of defense costs. See id. The appellate court

conditionally granted Aguilar’s petition for a writ of mandamus and provided that the writ would

issue if the trial court refused to (1) vacate its order denying Aguilar’s motion regarding

advancement; and (2) enter an order granting the motion. See id. at 56.

In analyzing the issue, the Aguilar appellate court first stated that Article 2.02-1 of the

Texas Business Corporation Act expressly allowed Texas corporations to advance litigation

expenses to its directors. See id. at 45. The Aguilar court further noted that the applicable

section of Perspectiva’s bylaws was nearly identical to the statutory language regarding

advancement/reimbursement of expenses. See id. at 45 – 46. Article 2.02-1 of the Texas

Business Corporation Act is the predecessor to Section 8.104 of the TBOC. See TEX. BUS.

ORGS. CODE § 8.104. 8 Similarly, here, Section 6.2 is consistent with the statutory language set

forth in Section 8.104 of the TBOC. See Ex. A-1 § 6.2; see also TEX. BUS. ORGS. CODE § 8.104.

The Aguilar court next turned to the lack of Texas case law addressing the right to

advancement/reimbursement of defense costs: “There are no Texas cases concerning

advancement under the Business Corporation Act or the Business Organizations Code. But the

courts of Delaware have addressed advancement on numerous occasions.” Aguilar, 344 S.W.3d

at 46. It is common for Texas courts to look to Delaware law for guidance regarding

8 The prior and current statutes are essentially the same in all material respects. Compare TEX. BUS. CORP. ACT ART. 2.02-1 with TEX. BUS. ORGS. CODE § 8.104.

JOHN CALCE’S AMENDED MOTION FOR PARTIAL SUMMARY JUDGMENT REGARDING COUNTERCLAIM AGAINST CENTURION LOGISTICS LLC PAGE 7 9516179.1/SP/38371/0105/112217 unsettled/undeveloped areas of corporate law. 9 The Delaware Supreme Court has explained that

“‘[a]dvancement is an especially important corollary to indemnification’ because it provides

corporate officials with immediate interim relief from the burden of paying for a defense.” See

Aguilar, 344 S.W.3d at 46 (quoting Homestore, Inc. v. Tafeen, 888 A.2d 204, 211 (Del. Supr.

2005)). “Although the right to indemnification and advancement are correlative, they are

separate and distinct legal actions.” Id. (quoting Homestore, 888 A.2d at 212). Perhaps most

importantly, “[t]he right to advancement is not dependent on the right to indemnification.” Id.

(citing Homestore, 888 A.2d at 212) (emphasis added). This concept is vitally important to the

determination of this Motion, because it demonstrates that Calce’s alleged conduct is completely

irrelevant to his right to immediate advancement/reimbursement of his defense costs.

B. Centurion Logistics cannot rely on its own allegations to deny Calce’s right to advancement/reimbursement of defense costs.

The Reimbursement Denial states that Centurion Logistics denied Calce’s request for

reimbursement/advancement, at least in part, on the basis of Centurion Logistics’ allegations in

the Lawsuit—specifically that Calce (1) was not acting “within the scope of [his] authority in

course of the Company’s business”; and (2) was engaging in “intentional misconduct” and a

“knowing violation of law.” See Ex. C. These are mere allegations for which Centurion

Logistics has the burden of proof. Centurion Logistics does not get to assume the role of accuser

9 “Delaware has been described as ‘the Mother Court of corporate law.’” Aguilar, 344 S.W.3d at 47 (citing Kamen v. Kemper Fin. Servs., Inc., 908 F.2d 1338, 1343 (7th Cir. 1990), rev’d on other grounds, 500 U.S. 90 (1991)). “Courts throughout the country look to Delaware for guidance on matters of corporate law.” Id. (citing Neurobehaviorial Assocs., P.A. v. Cypress Creek Hosp., Inc., 995 S.W.2d 326, 332 n. 12 (Tex. App.—Houston [1st Dist.] 1999, no pet.) (turning to Delaware corporate law for guidance regarding “winding-up” because there was no Texas cases addressing the issue)). “The law of advancement, in particular, is ‘a Delaware specialty.’” Id. (citing Int’l Airport Ctrs., LLC v. Citrin, 455 F.3d 749, 750 (7th Cir. 2006)). “To the limited extent that there is law [regarding advancement] outside Delaware, it is the same as the law in Delaware.” Id. (quoting Stephen A. Radin, “Sinners Who Find Religion”: Advancement of Litigation Expenses to Corporate Officials Accused of Wrongdoing, 25 Rev. Litig. 251, 271 (2006)).

JOHN CALCE’S AMENDED MOTION FOR PARTIAL SUMMARY JUDGMENT REGARDING COUNTERCLAIM AGAINST CENTURION LOGISTICS LLC PAGE 8 9516179.1/SP/38371/0105/112217 and fact-finder. More importantly, these allegations are irrelevant to the determination of

whether Calce is entitled to advancement/reimbursement of his defense costs.

In Aguilar, Perspectiva similarly denied Aguilar’s request for advancement on the basis

that Aguilar purportedly had unclean hands due to the alleged breaches of his fiduciary duties.

See Aguilar, 344 S.W.3d at 46. The Aguilar court stated that “[u]nder Delaware law,

advancement is allowed even when the official seeking advancement is being sued by the

corporation that must advance the litigation expenses” as “Delaware case law is replete with

insider trading cases in which executives’ expenses are advanced despite allegations of

defrauding the corporation or its stockholders of millions of dollars.” Id. at 47 (citing James

River Mgmt. Co., Inc. v. Kehoe, 674 F. Supp. 2d 745, 750 (E.D. Va. 2009)). The Aguilar court

further provided that “[a]dvancement claims are frequently granted when, as in this case, the

corporation is suing an official for breach of fiduciary duty.” Id. That is the exact situation

here—i.e., Calce is being sued for breach of fiduciary duty. See Pl.’s Orig. Pet. ¶¶ 36 – 42. “The

corporation [Centurion Logistics] cannot defend against the advancement claim on the ground

that it now believes the fiduciary [Calce] to have been unfaithful because it is in those very cases

that the right to advancement attaches most strongly.” Id. (citing Kehoe, 674 F. Supp. 2d at

750) (internal quotations omitted) (emphasis added). The Delaware Court of Chancery perhaps

put it best stating:

It is not uncommon for corporate directors, officers, and employees to be sued for breach of the fiduciary duty of loyalty [exactly what Calce is being sued for here], and to have to defend claims that they took official action for the primary purpose of diverting corporate resources to their own pocketbooks . . . . Therefore, it is highly problematic to make the advancement right of such officials dependent on the motivation ascribed to their conduct by the suing parties. To do so would be to largely vitiate the protections afforded by [statutory] and contractual advancement rights.

JOHN CALCE’S AMENDED MOTION FOR PARTIAL SUMMARY JUDGMENT REGARDING COUNTERCLAIM AGAINST CENTURION LOGISTICS LLC PAGE 9 9516179.1/SP/38371/0105/112217

Reddy v. Elec. Data Sys. Corp., No. CIV.A.19467, 2002 Del. Ch. LEXIS 69, at *15 – 16 (Del.

Ch. June 18, 2002); see also Aguilar, 344 S.W.3d at 48 (expressly rejecting proposition that “the

entitlement to advancement hinges on proof that the director did not violate his fiduciary

duties.”).

Calce’s alleged conduct is completely irrelevant for purposes of this Motion and the

determination of whether Calce is entitled to advancement/reimbursement of his defense costs.

See Aguilar, 344 S.W.3d at 48 (citing Reddy, 2002 Del. Ch. LEXIS 69, at *28 – 29) (providing

that any other result “would turn every advancement case into a trial on the merits of the

underlying claims of official misconduct.”)). Rather, the determinative question is whether the

terms of the Agreement afford Calce the right to advancement/reimbursement of his defense

costs. The answer is unquestionably yes.

C. Calce’s contractual right to advancement/reimbursement is unambiguous and mandatory.

1. The terms of the Agreement are unambiguous and its interpretation is a question of law for the Court.

The interpretation of an unambiguous contract is a question of law for the court. See

Moayedi v. Interstate 35/Chisam Rd., L.P., 438 S.W.3d 1, 7 (Tex. 2014) (citing MCI Telecomms.

Corp. v. Tex. Utils. Elec. Co., 995 S.W.2d 647, 650 (Tex. 1999)). Likewise, “[t]he question of

whether a contract is ambiguous is one of law for the court.” Peterson v. Farmers Tex. Cnty.

Mut. Ins. Co., No. 05-15-00678-CV, 2016 Tex. App. LEXIS 6586, at *8 (Tex. App.—Dallas

June 22, 2016, no pet.) (mem. op.) (citing Coker v. Coker, 650 S.W.2d 391, 394 (Tex. 1983)). A

contract is not ambiguous if, like the Agreement here, “the contract’s language can be given a

certain or definite meaning.” Id. (citing El Paso Field Servs., L.P. v. MasTec N. Am., Inc., 389

S.W.3d 802, 806 (Tex. 2012)). The mere fact that the “parties advance different interpretations

JOHN CALCE’S AMENDED MOTION FOR PARTIAL SUMMARY JUDGMENT REGARDING COUNTERCLAIM AGAINST CENTURION LOGISTICS LLC PAGE 10 9516179.1/SP/38371/0105/112217 of a contract does not necessarily mean that the contract is ambiguous.” PopCap Games, Inc. v.

MumboJumbo, LLC, 350 S.W.3d 699, 707 (Tex. App.—Dallas 2011, pet. denied).

“In construing a written contract, the primary concern of the court is to ascertain the true

intentions of the parties as expressed in the instrument.” Moayedi, 438 S.W.3d at 7 (emphasis

added). “Absent a finding of ambiguity, a court must interpret the meaning and intent of a

contract from the four corners of the document without the aid of extrinsic evidence.” Peterson,

2016 Tex. App. LEXIS 6586, at *9; see also Sacks v. Haden, 266 S.W.3d 447, 450-51 (Tex.

2008) (quoting Nat’l Union Fire Ins. Co. of Pittsburgh, Penn. v. CBI Indus. Inc., 907 S.W.2d

517, 520 (Tex. 1995)) (providing that “[o]nly where a contract is ambiguous may a court

consider the parties’ interpretation and ‘admit extraneous evidence to determine the true meaning

of the instrument’”). Moreover, “[u]nless the agreement shows the parties used a term in a

technical or different sense, the terms are given their plain, ordinary, and generally accepted

meaning.” Moayedi, 438 S.W.3d at 7 (citing Heritage Res., Inc. v. NationsBank, 939 S.W.2d

118, 121 (Tex. 1996)). The relevant terms of the Agreement are unambiguous and entitle Calce

to indemnification.

2. Section 6.2 of the Agreement clearly requires Centurion Logistics to immediately reimburse Calce the expenses he pays or incurs in defending himself in the Lawsuit.

It is undisputed that Calce—as a manager of Centurion Logistics—is an “Indemnified

Person” under the Agreement. See Pl.’s Orig. Pet. ¶ 12; see also Ex. A-1 § 1.1; Ex. C at 2. It is

further undisputed that the Lawsuit constitutes a “Proceeding” as defined in Section 1.1 of the

Agreement. See Ex. A-1 § 1.1; see also Ex. C at 2. Section 6.2 of the Agreement provides that

“[a]n Indemnified Person’s [e.g., Calce] expenses paid or incurred in defending [himself] against

any Proceeding [e.g., this Lawsuit] shall be reimbursed as paid or incurred.” See Ex. A-1 § 6.2

JOHN CALCE’S AMENDED MOTION FOR PARTIAL SUMMARY JUDGMENT REGARDING COUNTERCLAIM AGAINST CENTURION LOGISTICS LLC PAGE 11 9516179.1/SP/38371/0105/112217

(emphasis added). There are no qualifications and/or conditions to Calce’s express right to

advancement/reimbursement of defense costs. 10

The Aguilar court—after noting that the term “shall” is generally construed to be

mandatory—held that Perspectiva had a mandatory duty, under the applicable section of its

bylaws (which is strikingly similar to the language of Section 6.2), to advance Aguilar’s defense

costs. See Aguilar, 344 S.W.3d at 51. 11 Similarly, Centurion Logistics is required, pursuant to

Section 6.2 of the Agreement, to reimburse Calce the expenses he pays or incurs in defending

himself in the Lawsuit—as such expenses are paid or incurred.

3. Calce’s reimbursable expenses include his attorneys’ fees.

The Aguilar court expressly rejected Perspectiva’s argument that the undefined term

“reasonable expenses” does not include attorneys’ fees. See Aguilar, 344 S.W.3d at 51 – 52. In

support of its holding, the Aguilar court stated that “Perspectiva’s interpretation renders [the

relevant section of Perspectiva’s bylaws] insignificant and practically useless.” Id. at 51. The

Aguilar court further provided that “[t]he purpose of advancement is to relieve corporate officials

from the burden of paying the significant on-going expenses involved in litigation” and that

“[t]he burden of litigation comes from attorney’s fees, not copying costs.” Id. at 51 – 52

(internal quotations and citations omitted). This reasoning is equally applicable here. Moreover,

10 Section 6.3(c) of the Agreement does provide that “[t]he Company [Centurion Logistics] may require, as a condition to the payment of any amounts pursuant to Section 6.2, that the Indemnified Person provide to the Company (i) a written affirmation by the Indemnified Person of the person’s good faith belief that the person has met the standard of conduct necessary for indemnification under this Section 6.3; and (ii) a written undertaking by or on behalf of the Indemnified Person to repay the amount paid or reimbursed if the person has not met that standard or if indemnification is otherwise prohibited by law.” See Ex. A-1 § 6.3. Calce has already agreed in writing to repay any amount that he is reimbursed by Centurion Logistics if it is ultimately determined that he was not entitled to such payments. See Ex. B at 2. 11 The pertinent section of Perspectiva’s bylaws provided as follows: “[r]easonable expenses incurred by a person who was, is, or threatened to be made a named defendant or respondent in a Proceeding shall be paid or reimbursed by the Corporation . . . .” See Aguilar, 344 S.W.3d at 44.

JOHN CALCE’S AMENDED MOTION FOR PARTIAL SUMMARY JUDGMENT REGARDING COUNTERCLAIM AGAINST CENTURION LOGISTICS LLC PAGE 12 9516179.1/SP/38371/0105/112217

Section 8.001 of the TBOC defines the term “expenses” to include “reasonable attorney’s fees.”

See TEX. BUS. ORGS. CODE § 8.001(3)(B). It is therefore clear that Calce’s right to

advancement/reimbursement of “expenses” includes the attorneys’ fees he pays or incurs in his

defense of this Lawsuit.

D. Summary Judgment is the appropriate—and only meaningful—mechanism for Calce to exercise his right to advancement/reimbursement of defense costs.

The Aguilar court made clear that a summary judgment motion is an appropriate

procedural vehicle for seeking advancement/reimbursement of defense costs. See Aguilar, 344

S.W.3d at 52 – 53. More importantly, the Aguilar court stated that “[b]y its very nature,

advancement of expenses can occur only during the course of the trial court proceedings.” Id. at

55 (citing Morgan v. Grace, No. Civ.A. 20430, 2003 Del. Ch. LEXIS 113, at *4 (Del Ch. Oct.

29, 2003) (providing that “[t]he value of the right to advancement is that it is granted or denied

while the underlying action is pending.”)). “It is indemnification of expenses that occurs at the

conclusion of the case.” Id. Therefore, Calce’s right to advancement/reimbursement of defense

costs is ripe. The only appropriate time for such determination is now. Calce’s

advancement/reimbursement claim will be effectively moot at the conclusion of the case. See id.

CONCLUSION

For these reasons, Calce requests that the Court grant his Motion for Partial Summary

Judgment against Centurion Logistics and enter the following judgment:

a) A declaration that Centurion Logistics is required to reimburse Calce the expenses, including but not limited to attorneys’ fees, that he has paid or incurred to date in defending himself against the claims brought against him in the Lawsuit;

b) A declaration that Centurion Logistics is required to reimburse Calce the expenses, including but not limited to attorneys’ fees, that he pays or incurs in the future in defending himself against the claims brought against him in the Lawsuit within ten (10) days of Calce submitting such expenses to Centurion Logistics;

JOHN CALCE’S AMENDED MOTION FOR PARTIAL SUMMARY JUDGMENT REGARDING COUNTERCLAIM AGAINST CENTURION LOGISTICS LLC PAGE 13 9516179.1/SP/38371/0105/112217 c) Judgment that Centurion Logistics breached the Agreement by failing to reimburse Calce the amount of expenses, including but not limited to attorneys’ fees, that he has paid or incurred to date in defending himself against the claims brought against him in the Lawsuit; 12 and

d) Such other and further relief to which Calce may be justly entitled.

Respectfully submitted,

/s/ David N. Kitner DAVID N. KITNER State Bar No. 11541500 david.kitner@strasburger.com CHASE J. POTTER State Bar No. 24088245 chase.potter@strasburger.com STRASBURGER & PRICE, LLP 901 Main Street, Suite 6000 Dallas, TX 75202-3794 (214) 651-4300 (214) 651-4330 Fax

ATTORNEYS FOR JOHN CALCE, CENTURION MIDSTREAM GROUP, LLC, CENTURION TERMINALS, LLC, AND STAMPEDE TX ENERGY, LLC

12 Calce’s First Amended Counterclaim against Centurion Logistics—like his Original Counterclaim— includes claims for declaratory relief and breach of contract. See Calce’s First Am. Counterclaim. For the reasons set forth herein, Calce is entitled to summary judgment on his breach of contract claim, in addition to his claim for declaratory relief. To succeed on a breach of contract claim, a plaintiff must show: “(1) a valid contract; (2) performance or tendered performance by the plaintiff; (3) breach of the contract by the defendant; and (4) damages sustained by the plaintiff as a result of the breach.” Marquis Acquisitions, Inc. v. Steadfast Ins. Co., 409 S.W.3d 808, 813 – 814 (Tex. App.—Dallas 2013, no pet.). The arguments set forth above and summary judgment evidence conclusively establish all such elements as a matter of law: (1) the Agreement is a valid contract; (2) Calce submitted his written undertaking (without even being requested to do so by Centurion Logistics); (3) Centurion Logistics breached Section 6.2 of the Agreement by denying Calce’s request for advancement/reimbursement of defense costs; and (4) Calce has suffered and continues to suffer the harm of significant, unreimbursed defense costs.

JOHN CALCE’S AMENDED MOTION FOR PARTIAL SUMMARY JUDGMENT REGARDING COUNTERCLAIM AGAINST CENTURION LOGISTICS LLC PAGE 14 9516179.1/SP/38371/0105/112217

CERTIFICATE OF SERVICE

The undersigned counsel certifies that on the 22nd day of November, 2017, a true and correct copy of the foregoing was forwarded to all known counsel in compliance with the Texas Rules of Civil Procedure.

/s/ Chase J. Potter Chase J. Potter

JOHN CALCE’S AMENDED MOTION FOR PARTIAL SUMMARY JUDGMENT REGARDING COUNTERCLAIM AGAINST CENTURION LOGISTICS LLC PAGE 15 9516179.1/SP/38371/0105/112217

EXHIBIT A

CAUSE NO. DC-16-07706

CENTURION LOGISTICS LLC, § IN THE DISTRICT COURT OF individually and derivatively on behalf of § CENTURION PECOS TERMINAL LLC, § a Texas Limited Liability Company, § §

Plaintiffs, § §

v. § §

JAMES BALLENGEE, BALLENGEE § INTERESTS, LLC, JOHN CALCE, § DALLAS COUNTY, TEXAS STAMPEDE TX ENERGY, LLC, § CENTURION MIDSTREAM GROUP, § LLC, CENTURION TERMINALS, LLC § §

Defendants, § §

and CENTURION PECOS TERMINAL § LLC, a Texas Limited Liability Company § §

Nominal Defendant. § 44th JUDICIAL DISTRICT

DECLARATION OF JOHN CALCE

1. My name is John Calce. I have personal knowledge of every statement made

herein, and they are all true and correct.

2. I am a manager of Centurion Logistics LLC (“Centurion Logistics”). I have been

a manager of Centurion Logistics since the date the company was formed.

3. Attached hereto as Exhibit A-1 is a true and correct copy of the Company

Agreement of Centurion Logistics.

4. To date, Centurion Logistics has not reimbursed me any amount for the expenses

that I have paid or incurred in defending myself against the claims that have been brought against

me in the above-entitled lawsuit.

DECLARATION OF JOHN CALCE PAGE 1 9389432.1/SP/38371/0105/100517

Dallas

EXHIBIT A-1

COMPANY AGREEMENT

OF

Centurion Logistics LLC

a Texas Limited Liability Company

Effective September 16, 20 B

THE MEMBEnSlllP INTERESTS REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED lJNDF,R ANY SECURITU:s LAWS AND MAY NOT BE SOLD, PLEDGED OR OTHRIHVISE TRANSEi'muu;:o ABSENT SlJCH IU:GISTRATION OR AN EXEMPTION THEREFROM. THE TRANSFER OF MF.MBF:RSHIP INTERESTS IS FURTHER RESTRICTED BY ARTICLI( X OF THIS AGREF:MENT.

I 1508~~'2 2/1 2120 14

TABLE OF CONTENTS

Page

1\llTICljl·~ 1 DEFl'N l'flONS .................................................................,......................................... t 1.1. J)etined Tcrn1s ......................................................................................................... I 1.1. LJsage ....................................................................................................................... 4

ARTICLE JI ORGANlZATIONAL MATTERS ...................................................................... 5 2.1. Forn1ation .. .............................................................................................................. 5 2.2. Na1ne ....................................................................................................................... 5 2.3. Registered Office and Agent; Principal Office ....................................................... 5 2.4. ·1·crn1 ....................................................... ... ,............................................................. 5 2.5. Purposes ............................................................................................... .................... 5 2.6. Po\vcrs ..................................................................................................................... 5 2. 7. Co1npany Property ................................................................................................... 5 2.8. lnitial IV1cn1bers ....................................................................................................... 6 2.9 Options to Acquire Additional Units ....................................................................... 6 2.10 Consent of lvf anagers ............................................................................................... 6 2.1 l. Status of Managers and Members ....... .................................................................... 6 2.12. Unit C:crtificatcs ...................................................................................................... 6 2.13. No State Law Partnership .............................. .......................................................... 6

ARTICLE III CAPITAL CONTRIBUTIONS; CAt•tTAL ACCOUNTS .............................. 6 3.1 . Initial Capital Contributions .................................................................................... 6 3.2. Additional Capital Contributions ............................................................................ 6 3.3. Capital Accounts ........... .............. ................................................................... ..... .... 7 3.4. No Right to Return of or Interest on Capital Account ............................................ 7 3.5. Ivlen1bcr Loans ........................................... .............................................................. 7 3.6. I\1etnber Notes ......................................................................................................... 7

ARTICLE IV ALJ,OCATIONS AND DISTRIBUTIONS ....................................................... 8 4. 1. A!location of Profit or Loss ..................................................................................... 8 4.2. Distributions of Distributable Cash ......................................................................... 8 4.3. \Vithholding ............................................................................................................. 8 4.4. Limitation on Distributions ..................................................................................... 8 4.5. No Right to Partition or Distribtttions in Kind ........................................................ 9

ARTICLE V 1'i·l1\NAG 1~1\lf EN,.r .................................................................................................... 9 5. I. Management and Control of Company Business ................................... ................. 9 5.2. Delegation of Authority ........................................................................................ . l 0 5.3. Limitations on Manager Authority ........................................................................ l 0 5.4. Reliance ................................................................................................................. 10 5.5. Compens,\tion and Expenses of Members and Managers ..................................... I0 5.6. Standards of Manager and Member Conduct ........................................................ I0 CO\IP.\'\\ A<au:nn::-.r OF Cl:\Tl IUO:'\ L0<;1sncs LLC P.\(;E i 5. 7. Resignation, Removal, an<l Replacement of Manager ........................................... l I

ARTICLE VI LIABILITY AND INDF:MNIFICATION ....................................................... 13 6. l. Limitation of Liability ....... ,................................................................................... 13 6.2. [ndcmnification by Company ................................................................................ 13 6.3. Conduct Not Protcctl:!d .......... ................................................................................ 13 6.4. Insurance ....................................................................... ........................................ 14 6.5. Survival ................................................................................................................. 14

ARl'ICLE VII BOOKS AND RECORDS; REPORl'S .......................................................... l4 7. l. Maintenance of and Access to Books and Records ............................................... 14 7.2. Fiscal Year ............................................................................................................. 14 7.3 . Financial and Operating Reports .......................... ................................................. 14 7.4. Tax Reports ........................................................................................................... 15 7.5. Transmission of Communications ......................................................................... l 5

Al{rl ~ I (:LE VI II '1~1\X l\i1A T'l~l·~RS ......................................... ,. ,.................................................. 15 8.1 . ·rax Classification ... .................................... ............ ...................................... ......... 15 8.2. Co1npa11y Returns ................................................................................................. , 15 8.3. Tax Elections .................................................................................... .................. .,. 15 8.4. Consistent Reporting ............................................................................................. 16 8.5. Tax Proceedings ...................................... ............................................................. . 16 8.6. Information and Documents to Company ............................................................. 16

ARTICLE IX MEETINGS ANO VOTING OF MEMUERS ................................................. 17 9. l . i\:1cetings .................................................... ............... ............................................. 17 9.2. Voting .................................................................. .... ........................ ...................... 17

ARTICLI<: X TRANSFER OF MEMBERSlllP l.NTERESTS............................................... 17 I0.1 . Li1nitation on Transfers ......................................................................................... 17 l 0.2. Permitted Transfer of Membership Interest .......................................................... 18 10.3. Conditions to Permitted Transfers of Membership Interests ................................. 19 10.4. Effective Date; Distributions................................................................................. 19 l 0.5. Transferor's Obligations .................................... .................... ................................ 20 10.6. Assignee· s Rights and Obligations ...................... .................................................. 20 l 0.7. Effect and Consequences of Prohibited Transfor .......................................... ........ 20 l 0.8. Agreements of Spouse; Sole Management Community Property ......................... 21

AnTICLE XI ADMISSION OF NF.W MEMBERS ............................................................... 21 11 .1. Substituted N'le1nbcrs ................... ... ....................................................................... 21 11.2. Additional \1ernbers .................................................... ........ ............................ ...... 22

ARTICLE XII WITHDRAWAL OR l~l(iVlOVAl, OF MEMBERS ..................................... 22 12. l. \Vithdrawal of Members ........................................................................................ 22 12.2. Removal of Members ............................................................................................ 23 C 0 .\11'.\,, )' AGllH.m ::-.;r OF CL\ H IUO'i Lm;1sncs LLC P.\CE ii 12.3. Optio1wl Redemption of Membership lnterest ........................ ., ............................ 24 12.4. Status of Fonner tvkmber. ........ ., ......................... ......... ......................................... 24

ARTICLE XIII WINDING UP AND TEl~MINATION ......................................................... i.t 13.1. Events Requiring Winding Up .............................................................................. 24 13 .2. \Vin cling Up Procedures ........................................................................................ 24 l 3.3. Continuation Without Winding Up ....................................................................... 25 l 3.4. Liquidation of Assets and Application and Distribution of P1·occeds ................... 25 13.5. Certificate ofTermination ..................................................................................... 26 13.6. Rcinstaten1cnt ........................................................................................................ 26

Alt.TICLF'" XI\' \'A l.jlJ1\TION ................................................... ,. ................................................ 26 14.I. rairValue of Company Property .......................................................................... 26 14.2. Fair Value of Membership Interest ....................................................................... 27

ARTl(:LF. XV {;l(NF.RAI . . 1•I<OVISIONS ................................................................................. 28 15.1. 1\n1end1ncnts........................................................................................................... 28 15.2. Notice .................................................................................................................... 28 15.3. Governing Law; Consent to Jurisdiction ............................................................... 29 15.4. Waiver ................................................................................................................... 29 15.5. Entire 1\grcc1ncnt ................................................................................................... 29 15.6. Successors and ;\ssigns ......................................................................................... 29 15.7. ·rhird-Parties .......................................................................................................... 29 15.8. Scverability ............................................................................................................. 29 15.9. C'onstruction .......................................................................................................... 29 15.lO. i.:xecution of 1\grccn1ent ........................................................................................ 30 15.11. Further i\ssurances ................................................................................................ 30 15.12. Po\vcr of 1\ttorney ................................................................................................. 30

EXHIBl'f A MEMBEHS' CONTIUBUTIONS AND Pli:RCENTAGE INTEl~ESTS ......... 32

EXHllllT B SPOUSAL .JOINDER AND CONSENT ............................................................... l

APPENDIX A PRINClPLES OF ALLOCATION ............................................................... A-l A.I lntroduction ......................................................................................................... 1\-l 1\.2 Definitions ........................................................................................................... ,4.-1 1\.3 (~apital Accounts ....................................... , ......................................................... 1\-4 A.4 Allocations ot'Nct Profit and Net Loss ............................................................... 1\-5 A.5 ·rax 1\llocatio.ns ................................................................................................... A-8

C0\11'.\:'\\ Ac1u:nus1 OF CE:\ lllUO' LOGISTICS LLC r.\<a: iii

11:'08~8.\ 2 ~/121201-1

COMPANY AGREEMENT

OF

CENTURION LOGISTICS LLC

This agreement ("AgreemenC) is entered into effective as of September 18, 2013 (the ··Effective Date"), by the perso11s identified on the signature page(s) hereof.

RECITALS

A. The Company was formed pursuant to a Certific<tte of formation filed with the Secretary of State of the State ofTexas effective as of September 16. 2013.

13. The parties desire to provide for the regulation and management of the affairs of the Company according to this Agreement and the Code.

NOW, THEREFORE, the parties agree as follows:

ARTICLE I DEFINITIONS

1, 1. Defined Terms.

The following definitions and the definitions set forth in Appendix A to this Agreement.

apply to the terms used in this Agreement for all purposes.

''Additional Capital Contribution" means the sum of cash and the Fair Value of any property contributed to the Company with respect to a Membership Interest as pennitted under this Agreement, but does not .include an Initial Capital Contribution.

·'Additional Member" means a person who acquires a Membership Interest from tl1e Company in exchar1ge for a Capital Contributi011 and is admitted to the Company as a Member pursuant to Section 11.2 after the Effective Date .

..Affiliate" means a person \Vho directly or indirectly controls, is controlled by. or is under common control with the person in question.

·'Agreement'' means this Agreement, as it may be amended, supplemented or restated fron1 time to time .

..Assignee" means a person to whom a Membership Interest has been transferred by a Member or Assignee in a Permitted Transfer, or in a Prohibited Transfer that the Company is required by law to recognize, but who has not become a Membet·.

..Capital Contribution" means the. sum of the Initial Capital Contribution and Additional Capital ContrLbutions. if any , with respect to a Membership Interest.

CO:\lP\'.\\ AGRt:DU:'.\T 01.- Cr.~HRIO'.\ LOGISTICS LLC EXHJBITA l 13Ul!-18v2 2! l2i21Jl-I

''Certificate of Formation'' me~ns the certificate of f9rmation filed with respect to the Company as provided in Section 2.1, as such certificate may be corrected, amended, or restated .

..Certificate of Membership Interest" means a certificate representing each Member's Meinbership Interest in a form approved by the Managers.

"'Code;· means the Texas Business Organizations Code, as amended from time to time, and any successor law.

"Companv" means the limited liability company forrued pursuant to the Certificate of Formation.

"Control" means the possession) directly or indirectly, of the power to direct or cause the direction of the management and policies of a person. vvhether through ownership of voting secmities, by contract. or otherwise.

"Damages:• means any expense or loss (including any court. costs, judgment, or settlement payment, penalty, fine, tax, and reasonable attorney's fees or other dispute resolution costs) paid or incurred in connection with or as a consequence of any Proceeding, net of any insurance or other recoveries received by the Indemnified Paity with tespect to the foregoing.

'~Distributable Cash" means the cash and cash equivalents held by the Company (determined in accordance with its accounting policies fol' reporting cash flows), less any amount of such cash that the Managers determine should be retained for the reasonable current and future needs of the Company business.

··Effective Date'' means the effective date of this Agreement as set forth 111 the introduction to this Agreement.

"Fair Value" means. with respect to an asset. its Fair Value determined according to Article XIV.

''Formation Date" means the effective date of the original Certificate of Formation of the Company.

"Indemnified Person" means (a) a Member or Assig11ee; (b) a Manager, (c) a Liquidator (if any); (d) any Affiliate of the Company. a Member or Assignee. a Manager. or a Liquidator; and (e) any governing person, officer, employee, agent. or ovvner of the Company, a Member or Assignee, a Manager, a Liquidator, or any Affiliate of any of the foregoing. A person is an Indemnified Person whether or not such person lrns the status required to be an Indemnified Person at the time any Proceeding is made or maintained as described in Article VI or at the time any amendme11t to this Agreement is proposed under Section 15. L

"'Index Rate'' means the rate specified in section 302.002 of the Texas Finance Code.

C0:\11'.-\~Y AGRF:F.:m:\"l Of o::--:n·Rro:\ LOGISTICS LLC ExnmH A 11508J8v2 2/12i2014

"lniiial Capital Contribution·· means the sum of any cash and the Fail' Value of any property contributed to the Comp:.my by a Meinber with n~spect to a Membership Interest in connection with the original issuance of the Membership Interest by the Company as set forth on Exhibit A or determined pmsmmt lo Section 11.2.

··1. R.~~" means the Internal Revenue Code. of l 986. as amended, or any successor thereto.

··Liquidator" is defined in Section l 3.2(b).

" Manager'' means the person designated as manager of the Company in the Certificate or Fonnutiot1, any person who becomes a Manager hereunder, including a replacement Manager, and tbe Members when they arc acting pursuant to Seetio11 5.7(e), in each case in such person·s capacity ns Manager m'ld for the period that such person has such capacity . .. Managers·· means all pcrso11s that arc designated as a Manager, collectively.

·'Mandatory Distribution" means any distribmio111hai a Member is entitled to receive and as to which the Member has attained the status of a creditor under Section l 01 .207 of the Code.

"Member'' means any person identiticd as a member on Exhibit A. and any other person who becomes a member of the Company pursuant to this Agreement who has not cca'.:ied to be a Member. "Members·· means all persons thal arc Members, collectively.

"Member Notes" is delined in Section 3.6.

"Membership lntcrcsf' tneans a Member's or Assignee·s economic interest in the Company. The term includes the Member's or Assignee's right to receive allocatio11s or profits and losses c.md distributions as described in Article IV, and other rights and obligations under this Agreement or the Code of an Assignee who has not been admitted as a Member. but does not include any right to participate in management or any otht:!r right reserved under this Agreemcnl or the Code exclusively to a Memher .

.. Percentage Interest .. means. as to any Member or Assignee. the Membership Interest of the Member or Assignee expressed as a pcrcemage. which percentage shall be determined from time to time by dividing the number of Units held hy such Member or i\ssignee by the l.J nits hi...~td by all Members and Assignees.

.. Permitted Transfer.. means any transfer of a Membcr~hip Jntcrest that is described in Section I0.2 .

.. Proceeding" means (a) any thn:atencd. pending. or completed action or other prncecding. whether civil. criminaL administrative, arbitrative, or investigative: (b) an appeal ot' any such proceeding: and (c) an inquiry or investigation that could lead to any sw.:h prcceeding.

F:\llllU'I' A

I 1 ~08-1:\\2 2 ' 121~0[-I

··Prohibited Transfer" means any lrnnsfcr of a Membership Interest that is not a Permit led Transfer.

""Requisite. Perccnta~e" means one or more Members owning more than seventy five.

pt:n.:ent (75.0%) of tht: Pen.::cntHge Interests owned by nil Members entitled to vote on the particular issue.

··substituted Member" means a person \vho is admitted as a tvleinber to the Company pursuant ;o Section I I. l with respect to the transfer of an existing Mcmbershi p Intcrest.

··Units~· means units of Membership Interest in the Company.

l.2. Usag~.

In this Agreement. unless a clear contrary intention appears:

(a) the singular number includes the plural number and vice versa:

(b) reference to any person inclt1dcs such person's successors and assigns but, if applicable, only if such successors and assigns arc not prohibited by this Agreement, and rcforencc to a p~rson in a particular capacity excludes such person in any other capacity or individually;

(c) reference to any gender includes the .other gender and the neuter;

(d) reference to any agreement or other document means such agreement or other document as amended or modi tied and in effect from timl:! to time;

( c) reference to nny statute, regulation. or other legal require1ncnt means SllCh legal requirement as amended. modified., codified. replaced, or reenacted. in whole or in part. and in effect from time to time. including mies and regulations promulgated thereunder. and reference to any section or other provision of any legal requirement tne11ns that provision of such legal !'equiremcnt from time lo time in effect and constituting the substantive mncndmc111, moditicn'.ion. enc.Ii Ii cation. rcplnccment. or reenactment or such section <W other provision:

(t) ..hereunder," .. hereof," "hereto ... and words of similar impol't refer to this Agreement as a whole nnd not to any particular Article. Section. or other provision hercot:

(g) .. including" (and witJ1 correlative meaning ··include .. ) means includit~g withot1t limiting the generality of any description preceding such term:

(h) .. or"' is u.s~d in the inclusive sense of ··and/or"':

(i) with r~spect to the determination of any period of tiirn:. ··from .. rncm1s ··from and including.'· and ··10 .. means ..to but excluding··~ t1nd

F.XlllUl I' A

i 1:\08~812 1!12!21) 14

(j) references to agreements or other docwnents refer as well to all addenda, exhibits, schedules, or amendments thereto.

ARTICLE II

ORGANIZATIONAL MATTERS

2. l.

Formation. The Company was formed pursuant to the Certificate of Formation of the Company filed with the Texas Secretary of State effective as of the Formation Date.

2.2. Name. The Company's name is as set forth in the Certification of Formation.

The Managers may change the Company name at any time without the approval of any Member by filing a Certificate of Amendment. The Managers shall provide notice of the change to all Members. The Company's business may be conducted under its name and/or any other name or names deemed advisable by the Managers. The Managers shall cause to be executed and filed of record all assumed or fictitious name certificates required by law.

2.3. Registered Office and Agent; Principal Office.

(a) The street address of the initial registered office of the Company 'in Texas and the name of the initial registered agent of the Company are as set forth in the Certificate of Formation. The Managers may change the Company's registered office or registered agent at. any time by filing a Change of Registered Agent and/or Registered Office as provided in the Code. The Managers shall provide 11otke oJ the change to all Members.

(b) The address of the principal ot1ice of the Company in the United States where records are to be kept or made available under Section 101.501 of the Code shall be as determined by the Managers. The Managers may change the Company's principal office in the United Slates at any time upon notice to the Members. The Company shall keep at its registered office and make available to a Member oll reasonable request the street address of the Company· s principal office in the United States.

2.4. Tenn. The Company will exist perpetually and will continue until terminated in accordance with Artiele XHI.

2.5.. Purposes. The purposes of the Company are to engage in any activities that are permitted under applicable laws.

2.6, Powers. Subject to any limitations in this Agreement. the Company may exercise the power to do any and all acts reasonably related to its purposes.

2.7. Company Prope11y.

(a) All Company property shall be owned in the name of the Company and not in the name of any Member. No Member or Assignee will have any interest in such Company property solely by reason of the Member's status as a Member.

CmW.\ :'\ ' AGtcn::m:~T Of CE:\Tl RlO:'I LOGISTICS LLC EXlllDIT A I I508+8v2 2i l 2!l0 I~

(b) The Managers shall deposit or invest all funds of the Company in an account or acc<:runts in the name of the Company. No funds other than the ft.mds of the Company may be deposited therein. The funds in such accounts shall be used exclusively for the business of the Company (including distributions to the Members) and may be withdravn1 only by persons approved by the Managers.

2.8. lnitial Member~. In connection with the formation of the Company, the persons executing this Agreement as of the Effective Date (.. Initial Members'') arc admitted to the Company as Members. The number of Units held by each of the Initial Members '~s of the hffcctivc Date arc set forth next to the Initial Members' names on Exhibit .. A.''

2.9 Consent of Mell)hcrs. Each person executing this Agreement consents to the admission as members in the Company all of the Initial Members and all other persons who are Members es of the date such person executes this Agreement and further consents to the issuance of additional Units as provided in Section 2.9.

1. l 0. Status of Managers and tvlcmbcrs. Except as otherwise provided by this Agreement, the Managers have the status, rights. and obligations of a manager in a limited liability company as set forth in the Code, and em:h Member has th1.: status. rights, and obligations of a member ill a limited liabiHty company as set forth in the Code.

2. l l . Unit Certificates. Each Member's Units may be represented by a Unit Certi licate.

If Unit Certificates are issllcd. each Unit Certificate shall be numbered and registered in the records of the Company as they arc issued, and signed by any of the Managers. The holder of any Unit Certificate shall promptly notify the Company of any loss or destruction of the certi licate, and the Managers shall cause a replacement certificate to be issued to the holder upon receipt or satisfactory evidence of the loss, destruction, or mutilation or the certificate and satisfaction of other reasonable conditions.

2.12. ~o State Law Partnl!rship. The Membets intend that the Company is not a partnership or joint venture, and that no Manager or Member is a partner or n joinl venturer of any other Manager or Member for ~ny purposes other than income tax. purposes. No provision of this Agteement may be construed to suggest othervvise.

ARTICLE III

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

J_J. Initial Capital Contributions. En.ch Member· s lnit'ial Capital Contribution is set forth nn Fxhihit A.

3.2. Additional Capital Contributions. A Member ls not required lo make Additional Capital Contributions to the Company. !\o Member has the right or is permitted to make Additional Capital Contributions unless (a) all or the Managers and a Requisite Percentage approves such Additional Capital Contribution alter notice to all Members of (i) the amount or the Additional Capital Contribulion to be made and (ii) other material information relevant to the

CIHll'.\\ Y AGIH'.Dlt:\ I OJ' Ct.'d t HI(}:\ LOGIST ICS LLC [\:HJBIT t\ I I5fJlH8\2 ~ !I ~·'20 I { proposed Additional Capital Contribution, and (b) aH Members are afforded an opportunity to participate in the Additional Capital Contribution in accordance with their relative Percentt'lge Interests.

3.3. Capital Accounts. The Company shall establish a separate Capital Account for each Member and Assignee. The Capital Accounts shall be maintained according to the provisions of A_ppendix A.

3.4. No Right to Return of or Interest on Capital Account. No Member may demand or rece.ive the return of its Capital Contribution or any portion of its Capital Ac~mmt, except as provided ln this Agreement and the Code. The Managers do not have any personal liability for the repayment of any Capi.tal Contributions of any Member. No interest will accrue or be paid with respect to the Capital Contributions or Capital Account of any Member.

3.5. Member Loans. Subject to the approval of all of the Managers, the Company may borrow money from one or more Members to the extent the Managers deem appropriate to the conduct of the Company business on terms that comply with the requirements of Section 5.6(c) (relating to related party transactions). The amount of any loan made to the Company by a Member will not constilute a Capital ContribtJtion or otherwise affect such Member's Capital Account or Membership Interest.

3.6. Member Notes. 111 connection with the execution of this Agreement, the Company expects to issue promissory notes to ·certain Members in connection with assets that the Members have transferred to the Company or expenses that the Members have incurred on behalf of the Company (''Member Notes"). For federal income tax purposes, the Members intend that each Member Note be characterized as a pteferred membership interest (equity) in the Company, that a holder's rigbt to any interest or original issue discount on the Member Note be characterized as a r~ght to a distributive share of Company inc.ome and not as a guaranteed payment under l.R.C. Section 707(c), and that all payments with respect to the Member Note be characterized as a distribution with respect to a membership interest. Allocations of profit 01· loss and tax items as provided in Section 4.1 and Section A.5 of Appendix A shall be adjusted as necessary, as detenr1ined by the Managers, to reflect the preferred membership interest deemed to be held by the holders of the Member Notes. For this purpose, the Members intend that 011ly net profit or net loss, and only net taxable ·income or loss (rather than items thereof). for any allocation pedod will be allocated with respect to the Member Notes. For example, if there is net taxable income for the period from the issue date of the Member Notes through the end of2009, it is intended that such net taxable income will be allocated to the Member Notes ho1ders to the extent of any aecrued interest or original issue discount on the Member Notes, and if there is a net taxable loss for such period, it is intended that such net taxable loss will be allocated first to the Members to the extent of their Capital Contributions and then to the holders of the Member Notes.

CO:\IPAS\' AGlU:t'..\l~:\T OI~ Ci:;:-;n RIO~ LOGISTICS LLC F:xmnn A 115084&\1 :u1 :u:201~

ARTICLE IV

ALLOCATIONS AND OISTRIBUTIONS

4.1. ~Hocation of Profit or Loss. Subject to Scction_.~Q. Company profits and losses sh&ll be allocated among the Members and Assignees in <~ccordance with the prov'.sions of Appendix A or as is determined by the ~i{anagcrs. The Members are aware of the income tax consequ~nces of the alloc~nions.

4.2. Distributions of Distributable Cash.

(a) Except as otherwise provided in Section 4.3 (rdating to \vl111holding). Section 4.4 (relating to limitations on distributions), or Section 13.4 (relating to liquidating distributions}\ any Distributablt! Cash shall be distributed not latt!r than the 30'11 day after the end of eacl1 fiscal qtiarter to the Members and Assignees according to their Percentage Interests unless otherwise detennine<l by the Managers, The Managers may provide for a record date \vith respect to distributions.

{b) To the extent it may lawfully do so. the Co1npany shall make distributions to Members and Assignees in accorda11ce with Section 4.2(a) and Section l 3.4(a)(ii.i) at such times and in such amounts as the Managers determine is sufficient to enable Members and Assignees to make payments of tax due (including any applicable interest and penalties) with respect to their allocable shares of the Company's taxable inc.ome. Unless the Managers determine otherwise. the taxes due for each Member and Assignee shall be calculated by assuming th..n the Member err Assignee is ~n individual taxed ~H the highest tax qtte applicable to the type of income involved.

4.3. Withh9lding. The Company shall \Vithhold from distributions. or pay on behalf of a Mcmbe1 Assignee, all amounts that the Managers determine the Company is required to Ol'

\Vithhold or pay on behalf of such person (including fodert'll and state income tax withholding). All amounts so withheld from distributions are deemed to have hcen distributed to the person otherwise entitled to receive the amount so withheld. To tl~c extent an amount is paid by the Company on behalf of a Member or Assignee but not \Vithhe.ld from a distribution, the arnount pnid constitutes a loan to such Member or Assignee. Si1ch loan hears interest at the Index Rate and is repayable on demand or. at the election of the Managers. is repayable out of distributions to whicb such Member nr Assignee \vould otherwise be entitled.

4.4. Limitation on Distributions.

(a) The Company may not nrnkt: a distribution to a Member or Assignee if it would rcn<.lt!r the Company in!-iolvent. determined in accordance with Section I0 l.206 of' the Code. A Member or 1\ssigncc \.vl10 receives a distribution in violation of Section I01.206 of the Code is not required to n:turn the <listrihution except as required in Section I01.206 of the Code.

(b} The l\.1embers shall look solely to the assets of the Company for any distributions, including liquidating distributions. If the assets of the Company remaining after the payment or

E~11mn A

I l;iOS+k~ ~iJ~!20l~

discharge, or lhe provision tbr payment or discharge. of the Company liabilities are insufficient to makl.! any distributions. no Member has any recourse againsl lhe separate assets of any other \!ember.

4.5. No Right to Partilion or Distributions in Kind. No Member has any right. and waives any right that it might otherwise have, to cause any Company properly to he partitioned and/or di-;.tributed in kind. Except as provided in Section lJ.4(d) (relating to liquidating distributions), the Company may not make any distributions in k.ind.

ARTICLE V MANAGF:Mf,NT

5. l. Management and Control of Company Business.

(a) Su~ject to the limitations set forth in this Agrcl.!ment. the Managers have exclusive authority to manage and wmluct the Company's businc::;s. The Mmmgers shall do all things appropriate to carry out the Compnny's purpose. Exccrt as otherwise provided in this Agreement, all actions that the Managers may lake and all determinations that the Managers may make pursuant to this Agreement nrny be taken and mttde in the absolute discretion of the Managers.

(b) The initial Managers of the Company are: John Calce. Antonio Albanese. and Marc Marrocco. Each Manager will serve as a Manager until his successor is appointed pursuant to Section 5. 7( t).

(c) The Members may not take part in the management or control or the Company

busi11ess or bind the Company in their capacity 'is Members. i\ Member may have the status of a Manager or governing person of a Manager or the Company and may possess and exercise the pc)\vers and attthority associated with such status.

(d) Meetings of the Managers. shall be held from time to time as determined by the Manages. Managers may participate in_any meeting by means or video or audio conferencing or similar communications equipment whereby all Managers can hear each other. No notice of a.ny meeting of the Managers is required to be given. At all meetings of Managers. the presence of a majority ·o f the Managers shall be necessary and sufficient to constitute a quorum for the transaction of business unless a greater number is required by this Agreement law or the Certificate of formation. Each Manager will have one vote. Except as otherwise provided in this Agreement. the act of a majority of the Managers present at a meeting at which a quorum is pr('sent shall be the act of the Managers. If a quorum shal I not be prc!oient at any meeting or Managers, the Managers present may adjourn the meeting from time to time. \Vilhout notice other than announcement at the meeting, until a quorum shall be ~wcsenl.

(e') Any action reqt1irt:d by the Code to be takc:n at any annual or special meeting of Managers. or any action \vhich may be tnken nt any annual or special meeting of Managers. may be taken without a meeting. without prior notice. nnd without a vote. if a consent or consents in

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writing, setting forth the action so taken, shall be signed by Managers having not fewer than the minimum numbet of votes required to approve such action under the Code, the Certificate or this Agreement. A facsimile or similar reproduction of a writing signed by a Manager, shall be regarded as signed by the Managers for purposes of this Section 5.1 (e).

5.2. Delegation of Authority,

(a) The Managers may cause the Company to hire employees and agents, and may delegate to such persons any of its authority hereunder, as the Managers deems appropriate for the conduct of the Company's business.

(b) The Managers may appoint officers of the Company as the Managers deem appropriate. The onicers may be appointed for such terms and may exercise such powers and authority and perform such duties as determined by the Managers. An officer need not be a Member of the Company. Any two or more offices may be held by the same person. Any officer elected or appointed by the Managers may be removed, with or without cause, at any time by the Managers. Each officer will hold office until his successor is chosen and is qualified in his stead, or tmtil his death. resignation. or removal from office. Any vacancy in an office because of death, resignation, removal, or otherwise may be filled by a person appointed by the Managers. An officer has the same fiduciary duties as a Manager as described in Section 5.-6.

5.3. Reliance, Persons dealing with the Company may rely conclusively on the authority of the Managers as set f011h in this Agreement. Every document executed by a Manager with respect to any business or prope1iy of the Company is conclusive evidence in favor of any pel'Sot1 relying on the docl!ment that (a) at the time of the execution and delivery of the document this Agreement was effective, (b) the document was executed in accordance with this Agreement and is binding upon the Company, and (c) the Manager was authorized to execute and deliver the document on behalf of the Cornpany.

5.4. Compensation and Expenses of Members and Managers. Members and Managers arc not entitled to any salary, fee, or other remuneration (other than distributions with respect to the Member's Membership (nterest) for providing property or services or other consideration to or for the benefit of the Company in their capacity as a Member or Manager, except that the Managers are entitled to reimbursement from the Company for reasonable out-of-pocket expenses paid or· incurred on behalf of the Company. The Company shall pay all out-of-pocket costs incurred in organizing the Company. This Section 5.5 does not limit or enlarge the Manager's or a Member's rights to liability protection or indemnification under Article VI. and does not limit the Company' s ability to enter into transactions with Members in their capacities other than as MembeJs in accordance \-Vith Section 5.6{c).

5.5. Standards of Manager and Member Conduct.

(a) In General. Each Manager shall manage and condl1ct the Company's business in good faith and in a manne1· the Manager reasonably believes to be in the Company's best

CO\TI'.\ :"\ \' AGRf.E:\lf::\T OF CESTl.RIO'.\ LOGl-"iTJCS L.LC E.xmnn A l 150&~8'"2 2/1 2/201·1 lnkrest. f\ ·Manager docs not violate its obligations under this Section 5.6(aJ or the Code unless the Manager engages in conduct described in Section 6 . 3(~ (relating to improper conduct) .

(b} Outside Activities of Managers and Members. Each Manager shall devote to the Company'~ affairs only such timt:. and rcsomccs as the Managers deem necessary for the conduct and wind'ing up of the Corn puny business. The Managers and Members or their Assignees may engage in or have an interest in other btlsincss ventures of every nature and description, independently or \Vltb others, including the ownership and operntion of businesses similar lo or in competition with. directly or indirectly, the Company. Neither the Company nor a11y Member or Assignee has. so lcly as a result of such person's interest in the Company. any right to acquire any rights in or to uny such other business venture or to the income 01· profits derived from any such other business venture.

{c) Related Party 'TnrnsQctions. Except as otherwise provided in this Agreement lhc Managers, wh1.:n acting on behalf of the Coinpany, may purchase property from. sdl prnpcrty to, or otherwise deal \Vith any Manager, Member. or Assignee, acting on its own behalf. or any i\ffili.ate of any Manager, Me1nber, or Assignee, but any such tnmsaction shall be on terms that are no less favorable to the Company than if I he tnmsaction had been entered into with an independent third party. No provision of this Agreement requires disclosure of any t1·ansaction lo, and approval of the transaction hy. any disinterested governing persons of the Company or the Members as provided in Section l 01 .255 of the Code.

5.6. Resignation. Removal, nnd Replacement of Mmmger.

(a) Resignation. ;\ Manager may resign as miinagcr or the Compm1y only upon notice to all Members. If lhcrc is no resignation date specified in the notice, ()r if the specified date is earlier than 90 days following the date tht! notice is given 10 lvlc111bcrs (""notice date"), ihe Manager's resignation is effective on the 90111 day following the notice date. If the specified resignation date is later than 180 days after the notice date, the Manugcr's resignation is cffl:clivc on the 180'11 day following the notice date. ;\Manager is deemed to have resigned as manager of the C01npany upon the fo.110\ving events:

{i) any event specified in Section 153.l55(a)(4) or Section 153. l55(n)(5) of the Code (relating to bankruptcy or insolvency protecdings with respect to a genera! partner). applied as i r the Mannger were a general partner;

(ii)if the M.anag,cr is an individual, the Manager· s death. the appointment of a guardian or general conservator for the Manager. 0r a judicial detcnuination that tltt: Manager is incnpnble of perfonning the Manager ·s duties under the Agreement: or

(iii) if the Manager is an entity, the termination or the Manager's existence or sw;pension of lhc Manager· s right to do business.

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(b) Removal for Cause. A Manager may be removed as manager of the Company only upon the affinnative vote of a Requisite Percentage if there is cause for removal as specified in Section 5. 7Cc) and the Company has received a written opinion of counsel that:

(i) cause for removal as specified in Section 5 .7(c) exists; and

(ii) the removal of the Manager is not prohibited under any loan agreements, contracts, or other applicable legal requirements.

(c) Definition of Cause. Cause for removal exists only if one or more of the following conditions has occurred:

(i) there has been a change in Control of the Manager;

(i [) a final judgment of a court of competent jurisdiction has been entered that the Manager's removal is necessary to comply 1,vith any requirements, conditions, or guidelines contained in any opinion, directive, order, ruling, or regulation of any federal or state agency or judicial authority or contained in any federal or state slatute.

(d) Status of Fonner Manager. A Manager who has resigned in violation of this Agreement or who has been removed has the status of an Assignee with respect to any Membership lllterest held by the former Manager.

(e) [ntcrim Management. During the period that the Members may elect a replacement Manager as provided in Section 5.7(t) and prior to such election (or an election to wind up the Company). the Members may by vote of a Requisite Percentage appoint an interim manager having authority to manage and conduct the Company's business as the Manager as provided herein. If an interim Manager is not appointed. the authority to manage and conduct the Company's business is vested in the Members who may act by vote of a Requisite Percentage. and who may by vote of a Requisite Percentage appoint a committee of one or more persons to exercise the authority of the Manager until such time as a replacement Manager is elected or the Company commences winding up. The. Members shall file any required amendments to this Agreement or the Certificate of Formation to reflect the resignation or removal of the former Manager and the appointment of the interim Manager or the conversion of the Company to a member-managed Jimited liability company, and all Members approve any such amendments.

(t) Election of Replacement Manager. ff a Manager dies. is disabled. resigns, or is removed as the manager of the Company, within 90 days follo\ving such death, disablement, resignation or removal a Requisite Percentage may elect a replacement Manager of the Company effective as of the date of the former Manager's death. disablement, resignation. or removal. The Managers shall file any reqt1ired amendments to this Agreement to reflect the death. disablement, resignation, or removal of the former Manager and the election of the replacement Manager.

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ARTICLE VI

LIABILITY AND INDEMNIFICATION

6. L Limitation of Liability. No Member or Manager is Hable for any debts.

obligations, or liabilities of the Company. Subject to Sectio116.3, an Indemnified Person is not liable to the Company or any other Indemnified Person for any Damages arising from any Proceeding relating to the conduct of the Company's business or relating to any act or omission by the Indemnified Person within the scope of the Indemnified Person·s authority in the course of the Company· s business, including any breach of any fiduciary duties, or for any misconduct or 11eglige11cc on the part of any other person who is an employee or agent of the Company.

6.2. Indemnification by Company. To the fullest extent permitted by applicable law, and subject to Section 6.3, the Company indemnifies and holds harmless each Indemnified Person from and against any Damages arising from any Proceeding relating to the conduct of the Company's business or to any act or omission by such Indemnified Person within the scope of the Indemnified Person's authortty in the course of the Company's business or for any misconduct or negligence on the part of any other person that is an employee m· agent of the Company. An Indemnified Person· s expenses paid or incurred in defending itself against any Proceeding shall be reimbursed as paid or incurred. The rtght to indemnification {!Onferred in this Article VI is not exclusive of any other right. that any person may have or hereafter acquire under any statute, agreement, vote of Members, or otherwise:

6.3. Conduct Not Protected.

(a) This Article VI does not operate to limit liability or to indemnify a person to the extent the person is found liable pursuant to a final judgment of a cout1 of compet~nt jurisdiction for:

(i) an act or omission that. involves gross negligence, intentional misconduct, or a knowing violation of law;

(ii) a transfer or attempted transfer of all or a portipn of a Membership Interest in a Prohibited Transfer, a Manager's resignation in violation of Section 5.7(a). or a Member ceasing to be a Member in violation of Sectio11 12. l(a);

(iii) a willful or reckless material breach of this Agreement or any other agreement relating to the Company's bi1sin.ess; or

(iv) an act or omissiott for which indemnification is prohibited by law.

(b) No provision of this Agreement reqltires the Company to pay or incur any amount for which indemnification is not permitted under this Article VI.

(c) Any payments made to or on behalf of a person who is later determined not to be entitled to such payments shall be repaid by the person to tl1e Company. The Company may

Co~WA ~Y AGnu::m:~T OI' CE:"l·n RI0:1i LOGlS'l'ICS LLC E\l!IRIT A l l 508~8Y:! 2il 2120 I~ require, as a condition to the payment of any amounts pursuant to Section 6.2, that the Indemnified Person provide to the Company (i) a written anirmation by the Indemnified Person of the perso11 ·s good faith belief that the person has met the standard of conduct necessary for it1demnification under this Section 6.3: and (ii) a written undertaking by or on behalf of the Indemnified Person to repay lhe amount paid or reimbursed if the person has not met that standard or if indemnification is otherwise prohibited by law·.

6.4. Insurance. The Company may maintain insurance to protect any person against a11.y expense, liability, or loss, \Vhether or not the Company would have the power to indemnify sllch person against such expense, liability, or loss under the Code.

6.5. Survival. The indemnities provided for in this Agreement survive the transfer of an Indemnified Perso11·s Membership lnterest, the termination of the person's status as a Member or other status giving rise to classification as an Indemnified Person, and the termination of this Agreement and the Company.

ARTICLE VII

BOOKS AND RECORDS; REPORTS

7.1. Maintenance of and Access to Books and Records. The Company shall maintain such books and records regarding the Compa11is business and properlies as is reasonable. including all books and records required undel' the Code. Each Member shall have access thereto during ordinary business hours to the. extent and u11de1· the conditions provided in the Code.

7.2. Fiscal Year. The Company shall adopt the calendar year as its fiscal year for financial and tax accounting purposes.

7.3. Financial and Operating Rep011s. As soon as practicable after the end of each fiscal year, but in any event not later than 90 days after the end of the fiscal year, the Managers shall deliver to each Member an annual report containing the following:

(a) a Company balance sheet as of the end of such fiscal year, and Company statcmenls of income, cash flows. and changes in Members' equity for such fiscal year. each in reasonable detail and prepared according to United States generally accepted accounting principles;

(b) a general description of the Company's activities during such fiscal year and business plans for the succeeding year: and

(c) a statement of changes in the Member~s Capital Account (showing the balance in t,he Member's Capital Account as of the beginning of the fiscal year, contributions or distributions during the year, allocations of profits and losses during the year. any other adjustments to the Capital Account balances during the year, and the balance in the Capital Account as of the end of the year).

CO.\tl'A:'\\' AGRH;\l~'.'\T OF CE:"Tl'RLO:'i LOCISTJ('S LLC EXllll:Uf A 1l50848\'l2/f2i201..\ 7.4. Tax Reports.

(a) Not later than the date (including extensions) for filing the Company's tax return with the Internal Revenue Service (Form 1065). the Managers shall deliver to each person who was a Member or Assignee at any tirne during the period covered by the return all information necessary forthe preparation of such person's United States federul income tax returns, including a Form 1065 Schedule K~ 1 (if applicable).

(b) Upon the written request of any Member or Assignee. the Managers shall deliver to such person information necessary for the preparation of any tax returns that must be filed by such person, including information necessary for estimating and paying estimated taxes.

7.5. Trat1smissio11 of Communications. Each person who holds a Membership Interest on behalf ot: or for the benefit of. another person or persons shall be responsible for conveying any report. notice. or other communication received concerning the Company's affairs to such other person or persons.

ARTICLE VIII TAX.MATTERS

8. t _ Tax Classification. The Members intend th~t the Company be classified as a partnership for federal i11come tax purposes. The. Managers shall take all actions as are or may be reasonably necessary or appropriate to ensure the Company is so classified .(including the filing of elections or tax returns). No Manager, officer, or Member shall take at1y action inconsistent with the classification of the Company as a partnership for federal income tax purposes.

8.2. Company Returns. The Managers shall cause the Company to ftle such tax returns as may be required by law.

8.3 . Tax Electior\s.

(a) General. Except as otherwise provided in this Agreement, the Managers shall cause the Company to timely make or revoke all elections, and take all tax reporting positions. necessary or desirable for the Company and to maximize the tax benefits to the Members. No election shall be made to have the Company excluded from the application of any provision of Subchapter K of the l.R.C. or any equivalent tax provision in any other tax jurisdiction.

(b) Section 754 Election. The Company shall make the election referred to in l.R.C.

Section 754 upon the request of any Member in connection with a transfer of the Member's Membership Interest.

(c) Safe Harbor Election for Compensatmy Membership Interests. If Proposed Treaswy Regulation 1.83-J(l) is adopted as a temporary or final regulatio11. the Company shall make the .safe harbor election described in such regulations, and the Company and each Member

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(including any person to whom an interest in the Company is transferred in connection with the performance of services) shall comply with all requirements of the safe harbor with respect to all Membership lntet·ests transferred in connection with the performance of services while the election remains effective. The Managers shall prepare, execute, and file any required documentution to cause the election to be effective. The Managers may terminate the safe harbor election at any time if it determines in good faith that it is il1 the best interests of the Company and the Members to do so.

8.4. Consistent Reporting. Each Member shall, on the Member' s tax returns, treat each partnership item (as defined in I.R.C. Section 623I(a)(3}) in a manner consistent with the treatment of the item on the Company's return in all respects, including the amount, timing, and character of the item, No Member shall file a request for an administrative adjustment of partnership items under LR.C. Section 6227(a) if such request would cause the Metr1be(s treatment of the item to be inconsistent with the treatme11t of the item on the Company's return.

8.5. Tax Proceedings.

(a) Tile Managers shall be the Company's tax matters partner as defined in l.R.C.

Section .6231, and sball take such actions as are required to be designated the tax matters partner under applicable Treasury Regulations. The tax. matters parfner shall represent the Company in connection with all examinations of the Company's tax returns by tax authorities, including administrative a11d judicial proceedings to contest any proposed adjustments. Subject to Section 8.S(c), the tax matters partner has the exclusive right to conduct Proceedings relating to Company taxes and to determine whether the Company (either on its own be ha If or on behalf of the Members) will c:ontest or continue to contest any tax deficiencies assessed or proposed to be assessed by any taxing authority. The tax matters partner shall keep the Members informed on a timely basis of all materia\ developments with respect to any SlLCh Proceeding. Each Member shall cooperate with the tax matters partner and do or refrain from doing all things reasonably requested by the tax matters partner with respect to the conduct of any Company lax Proceeding.

(b) The tax matters partner may not bind any other Member to a settlement agreement relating to taxes without obtaining the written concui:rence of such Member.

(c) Any deficiency for taxes imposed on a Member (including penalties, additions to tax or interest imposed with respec~ to such taxes) shall be paid by such Member and. if paid or l'equired to be paid by the Company, is recoverable from such Member pursuant to Section 4.3 or by other legal means.

(d) This Section 8.5 anq Section 8.6 survive the termination of the Company and the termination of any Member's interest in the Company and remain binding for a period of time necessary to resolve all tax. matters with applicable taxing authorities.

8.6. Information and Documents to Company. Each Member shall timely provide to the Company all information and d0ctnnents that such Member ls required to provide by applicable tax requirements, and sh'all also provide to the Company upon request such additional

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information and documents as the Managers may reasonably request in connection with the Company's compliance with applicable tax requirements or filing of any permitted tax elections.

ARTICLE IX

MEETINGS AND VOTING OF MEMBERS

9.1_ Meetings.

(a) Meetings of the Members may be called at any time by the Managers or by one or more Members holding at least 75.0% of the Percentage Interest held by Members. Meetings shall be held at the Company's principal place of business or at such other reasonable place set forth in the notice of the meeting.

(b) Any action that may be taken at a Members' meeting may be taken without holding a meeting if Mernbers having at least the Requisite Percentage interest that would be necessary to take the action at a meeting. in which each Member e111itled to vote on the action is present and votes. sign a written consent or consents stating the action taken.

(c) Except as otherwise provided in this Agreement, meeting notices and procedures.

including procedures for obtaining written consents in lieu of a rneeting, shall be in conformity with Chapters 6 and lOl(H) of the Code. Sections 101.353 through 101.356 of the Code (relating to quorum and minimum voting requirements) shall not apply to the extent such provisions are inconsistent with this Agreement. The Managers are solely responsible for convening and conducting meetings of the Members. conducting the solicitation of consents, determining the validity and effect of responses to any solicitation of consents, and determining other matters regarding meetings, voting, and consents.

(d) Notice of the results of any vote taken at a meeting, or the results of any solicitation of consents in lieu of a meeting, shall be given to. the Members not later than with the delivery of the next following report of financial information gi vcn pursuant to Section.7 .3.

9.2. Voting. A Member may vote at a meeting in person. or by a proxy executed in writing by the Member and received by the Managers prior to the time when the votes of Members are to be counted. The provisions of the Code pertaining to fhe validity and use of proxies by shareholders of a corporation govern the validity and use of proxies given by Members. Only Members of record on the date of the meeting (or if the vote is conducted without a meeting then on the date of the notice soliciting the Member consents) may vote.

ARTICLE X

TRANSFER OF MEMBERSHIP INTERESTS

IO. l . Limitation on Transfers. (a) The term "transfer," when ttsed in reference to a transfer of a Membership Interest, means an assignment (whether vo1untai'ily, involuntarily. or by operation of law and

CO:\IPA:'llY AGRH\lE:\T Of CE~n RTO:\ LOGL~TICS L J.,C E:\llUUT A 1150848\'2 2fl3!20l4 whether or not effective under this Agreement) of all or any port Lon of a Member' s or Assignee's Membership Interest, or any ·interest therein, to another person, and includes a sale, assignment, conveyance, gift, exchange, or other disposition, a transfer by merger or other business combination. a transfer pursuant to bankruptcy, insolvency, incapacity, or death , and any pledge, hypothecalion, or other encumbrance. A redemption of a Member's or Assignee's Membership Interest pursuant to Section 12.3 is not a transfer of the Membership Interest. A transfer does not include a transfer of a community property or other interest in a Membership Interest from a former spouse of a Member to the Member pursuant to the death of the former spouse or in connection with the termination of the marital relationship,

(b) .No Member may transfer all or any portion of its Membership Interest unless the transfer is a Permitted Transfer. A transfer of a Membership Interest that is not a Permitted Transfer is a Prohibited Transfer.

(c) A change of Control of any Member constitutes a transfer of the Membership lnterest. heJd by such Member.

10.2. Permitted Transfer of Membership Interest.

(a) A transfer of a Membership lntei:est is a Permitted Transfer only if the· transfer satisfies the conditions set forth in Section 10.3 and is described i11 one of more of the t~>llowing paragraphs of this Section:

(i) the transfer is approved by all of the Managers:

(ii) if the Member is a corporation, the transfer is to a member of the Member's affiliated group (as defined in l.R.C. Section I S04(a)) ~

{iii) if the Member is a trustee of one or more employee benefit plans. the transfer is to a co-trustee or a successor trustee to such plans; or

(iv) if the Member is an individual, the transfer is to the Member's estate, testamentary trust. or legal representative as a result of the Member's death or adjudication of incapacity in managing its person or affairs, or the transfer is to a member of the Member's family, directly or in trust.

(b) Upon a Permitted Transfer by a Member of all of its Membership Interest. the Member ceases to be a Member as of the effective date of the transfer determined accqrding to Section 10.4.

(c) For purposes of Section 10.2(a)(iv), a Member's family means the iV[ember"s spouse (excluding a former spouse), children, grandchildren, parents. and grnndparents. A person's legally adopted child is treated as his child.

CmlP,\ :\ \' AGREDlt:'.'11' Of C.::'in RIO:-; LOGISTICS LLC E::XlllUll' A l J':'OS48v2 ~i l 2/20l~ l0.3. Conditions to Permitted Transfers of Membership Interests. Without limiting the Managers ' authority to withhold approval for the transfer of a Membership Interest. a transfer shall not be a Permitted Transfer unless the Managers determine that all of the following condit.ions are satisfied:

(a) The transfer complies with all applicable laws, including any applicable secmities laws.

(b) The transfer will not cause the Company to be treated as other than a partt1ershlp for United States federal income tax purposes.

(c) The transfor will not cause the Company to be subject to regulation under the Investment Company Act of 1940, as amended.

(d) The transfer will not cause any assets of the Company to be deemed "plan assets"

undel' the employee Retirement Income Security Act of 1974.

(e) The transfer will not result in a termination of the Company ander I.R.C , Section 708, unless the Managers determine that such termination will not have an adverse impact on the Members.

(t) The transfer will not cause the application of the tax-exempt use property rules of l.R.C. Sections l68(g)(l )(B) and l68(h) to the Company ot its Members. unless the Managers determine that such rules will not have an adverse impact on the Membe1·s.

(g) The transferor and transferee have delivered to the Company any documents that the Managers request to confirm that the transfer satisfies the requirements of this Agreement, to give effect to the transfer, and to confirm the transferee's agreement to be bound by this Agreement as an Assignee.

(h) It requested by the Managers, the Company has received a transfer fee in an amount determined by the Managers to be sufficient to reimburse the Company for the estimated expenses likely to be incurred by the Company in connection with such transfer.

10.4. Effective Date; Distributions.

(a) A Permitted Transfer of a Membership Interest is effective as of the first day of the calendar month following the calendar month during ' vhich the Managers receive notice of such transfer (in such form and manner as the Managers tnay require) unless the Managers determine that the transfer should be effective as of an earlier or later date (for example, on any date the transfer is etlective as a matter of state law. or where the notice of transte1· specifies that the transfer is to be effective on a future date).

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(b) Distributions with respect to a transferred Membership Interest that are made before the effective date of the transfer shall be paid to the transferor, and distributions made after such date shaH be paid to the Assignee.

(c) Effective as of the effective date of a transfer of a Membership Interest. the lvlanagers shall amend Exhibit A to reflect the reduction in the transferor's Percentage Interest and to reflect the Assignee·s Percentage Interest.

(d) Neither the Company nor the Managers have any liability for making allocations and distributions to the Members determined in accordance with this Section l 0.4, whether ol' not the Company or the Managers have knowledge of any transfer of any Membership Interest.

10.5. Transfcror·s Obligations. The transferor of a Membership Interest who ceases to be a Member continues to be obligated with respect to its Membership Interest or its status as a former Member as provided In the Code and applicable law.

10.6. Assignee·s Rights and Obligations.

Unless an Assignee becomes a Member pursuant to Article Xl, such Assignee shall not be entitled to any of the rights granted to a Member, other tha11 the rights to receive allocations of profits and losses and distributions as if such Assignee were a Member, to transfer the Assignee's Membership Interest (subject to the conditions of this Article X), and to receive reports and information as specified in Aiticle VII. An Assignee of a Membership Interest shall succeed to the Capital Contribution of the transferor to the extent of the Membership Interest transferred. An Assignee is bound by this Agreement ii:respcctive of whether the Assignee has signed or otherwise adopted this Agreement. An Assignee's Membership Interest may be redeemed at the option of the Managers as provided in Sectio1112.J..

10.7. Effect and Consequences of Prohibited Transfer.

(a) Except as otherwise required by law. the Company and the Managers shall treat a Prohibited Transfer as void and shall recognize the transferor as continuing to be the owner of the Membership Interest purported to be transferred. If the Company ·is required by law to recognize a Prohibited Transfer. the transferee shall be treated as an Assignee with respect to the Membership 1nterest transferred and may not be treated as a Member with respect to the Membership Interest transforred unless admitted as a Me1nber iu accordance with Article XI.

(b) The Company may remove the transferor and Assignee with respect to a Prohibited Transfer as provided in Article XII.

(c) The transferor and transferee with respect to a Prohibited Transfer shall be jointly and severally liable to the Company for. and shall indemnify and hold the Company harmless against, any expense. liability, or loss incurred by the Company (including reasonable legal fees and expenses) as a result of such 1ransfer. their removal and liquidation of their Membership lntei-ests (if applicable). and the efforts to enforce the indemnity granted in this Section lO. 7(c}.

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I 0.8. Agreements of Spouse; Sole Management Community Property.

(a) Execution of Spousal .loinder and Consent. The spouse of each Member shall execute and deltver to the Comp1my a Spo~usal Joinder and Consent in the form of Exhibit B.

( b) Agreements of Spouse. The spouse of each Member agrees that:

(i) this Agreement is entirely fair, just and equitable and in his or her best interest;

(ii) the covenants made in this Agreement are binding on such spouse individually and that such spouse is bound by this Agreement. including insofar as any interest such spouse may have now or hereafter in any Membership Interest by reason of the community property laws of the State of Texas or any other state, or otherwise;

(iii) whenever. pui'stmnt to the terms of this Agreement, such Member does, or is required to, in any manner transfer, pledge, or encumber his or her Membership Interest, or any interest in such Membership Interest, to the Company 01· any other person, such transfer, pledge, or encumbrance shall include the community property interest. if any, of such spouse in such Membership Interest so transferred, pledged, or encmnbercd: and (iv) in the event of the death of such spouse, any interest such spouse may have now or hereafter in any Membership Interest which constitutes community property should pass to such Member and, accordingly, such spouse shall will and bequeath such spouse's entire community property interest, if any, in such Membership Interest to such Member. (c) Sole Management Community Property. Each Member who is a natural person and his or her spouse agree that such Member's Membership Interest, whether presently mvned or hereafter acquired. is, if such Membership Interest is community property. community property subject to the sole management. control, and disposition of such Member.

ARTICLE XI

ADMISSION OF NEW MEMBERS

11.1. Substituted Members. An Assignee of a Membership Interest shall be admitted as a Substituted Member with respect to such Membership Intel'est on the date on which all of the following conditions are satisfied:

(a) The Managers have approved in \\>Titing the admission of the Substituted Member.

{b) The Assignee has delivered to the Company any agreements and other docutnents that the Managers request to confinn such Assignee as a Member in the Company and such Assignee·s agreement to be bound by this Agreement as a Member.

E:XllllJIT A

I 1:'()8+8v2 2i l 2/20 I~

\C) lf requested by the Managers. the Company has received an admission kc in an amount determined by the Managers to be sufficient to reimburse the Company for the estimated expenses likely to be incmrc<l by the Compuny in connection with the admission ufthc Assignee as a Substituted Member.

I 1.1. _6dditional tvJembers.

(a) fn Gcnerill. The Managers may cause the Company to admil a pcnon as an Additional Member and issue Additional Units to such Additional Member upon satisfaction of all of the following conditions.

(i) /\ Requisite Percentage has approved the admission of the Additional Member alter notice to all Members of (i) the Initial Capital Contriblltion to be made by the proposed Additional Member, {ii) the effect of tl1e admission on each Partner's Percentage Interest. and (iii) other material information relevant to the proposed admission.

(ii) ·1 he admission of the proposed Additional Member satisfies the applicable CZ.H)ditions of Section I 0.3.

(iii) The proposed Additional Member has delivered to the Company any agreements and other docul11ents that the Managers request to confirm the person as a Member it.l the Company and the person' s agreement to be bound by this Agreement ns a Member.

ARTICLE XII

WlTUDRAWAL OR lU~MOVAL Of MEMBERS

12, l . Withdrawal of Members.

(a) No Mcmber may withdraw from the Company 01· otherwise ccuse to be & Member except upon the following events:

(i) receipt by the Co1npany of a notice of such Member's withdrawal from the Company;

(ii) a transfer or all or the Member's Membership Interest m a Permitted Transfer: 01·

(iii) re111oval of the \ilember as a Member as provided in thi.s Agreement.

(b) A Member shall be deemed t() withdraw from the Company upon the follO\ving events:

(i) an event speci lied in Sectio11 12. I{a);

[:\llll!IT ,\

1l50iWh22/122014

(ii) an event specified in Section l53. l55(a)(4) or Section l53.155(a}(S) of the Code (relating to bankruptcy or insolvency proceedings with respect to a general partner), applied as if the Member were a general partner;

(iii) if a Member is an individual, the Member's death, the appointment of a guardian or general conservator for the Member, or a judicial determination that the Member is incapable of performing the Member's duties under this Agreement; or

(iv) if the Member is an entity, an event requiring the Member"s winding up or callsing the termination of the Member' s existence or suspension of the Member' s rigbt to do business.

(c) If a Member ceases to be a Member in violation of Section 12. l(a), the Company may recover damages from the former Member for breach of this Agreement.

12.2. Removal of Members.

(a) A Member may be removed as a Member by the unanimous written consent of the Managers under the following circumstances:

(i) the Member has transferred or attempted to transfer all or any portion of its Membership Interest in a Prohibited Transfer:

(ii) in the case of any Member who is also a Manager or an Affiliate of a Manager, the Member or its Atliliate has ceased to be a Manager in violation of Section 5.7(a) or has been removed as a Manager in accordance with Section 5. 7(b):

(iii) the Managers determine, in their so1c discretion, that it is m the best interest of the Company to remoye a Member;

(iv) the Member has materially breached the terms of this Agreement or an.y other material agreement with the Company~ or

(v) the Managers determine that removal is necessary to comply with any requirements, conditions, or guidelines contained io any opinion, directive, order, ruling, or regulation of any United States federal or state agency ot· judic.ial authority or contained in any United States federal or state statute.

(b) If the Managet·s propose to remove a Member pursuant to this Section 12.2, the Managers shall notity the Member in writing of the proposed removal. and if applicable shall provide such Member a reasonable opportunity to cure the event giving rise to removal. The removal of the Member is effective at such time as determined by the Managers in accordance with applicable law and taking into account the Member's oppo1tunity to cure the event giving rise to removal.

Co:\11'.\:"i\' AGIU:E\IF::'iT OF CFXl"til{IO~ LOGISTIC'S LLC Exurnn· A 1 i51J8.\Sv2 2.il 21201.i 12.3. Optional Redemption of Membership Interest. Sltbject to Section 4.4 (relating to limitations on distributions). the Managers, or. if there is no Manager. a Requisite Percentage, may cause the Company to redeem the Membership lnterest of an Assignee by paying the Assignee the Fair Value of its Membership interest as of the redemption date or the actual value of the Members Capital Account. Interest will accrue at the Index Rate on the amoum owed under this Section l2.3 from the 301" day after the redemption date to the date the payment is made. The redempti_on date shall be fixed by the Managers in accordance witl1 the principles of Section l 0.4. Except as otherwise required by the l.R.C., amounts paid in redemption of an Assignee's Membership Interest shall be treated as made in exchange for the interest of the Assignee in Company property pursuant to LR.C, Secti0n 736(b)( 1), including the interest of such Assignee in Company goodwill.

12.4. Status of Fonner Member. A Member who witlldraws or has been ren1oved from the Company or otherwise ceases to be n Member has the status or an Assignee with respect to any Membership fnterest held by such former Member. Except as provided in Section 12.3 (relating to optional redemption of a Member's Membership lnterest) or Article XIII {relating to winding up and termination), such former Member is not entitled to receive any payments wider Section 101.205 of the Code.

ARTICL'E XIII

WINDING UP AND TERMINATION

13.1. Events Requiring Winding Up. The Company shall commence winding up procedures in accordance with this Agreement and the Code upon the first to occur of any of the following events:

(a) a Requisite Percentage vote to wind up and ter111inate the Company;

(b) a decree by a court requiring the winding up of the Company;

(c) the termination of membership of the last remaining Member: or

(d) the resignation or removal of all Managers if the Members foil to elect a replacement Manager as provided in Section 5.70).

13.2. Winding Up Procedures.

(a) On the occurrence of an event requiring windil1g up of the Company, unless there is an action to continue the Company without wfoding up in accordance with Section 13.3, the Managers (or other Liquidator as provided below) shall. as soon as reasonably practicable. wiiid llp the Company's business and affairs (including disposing of the Company's assets and applying the proceeds as provided in Section 13.4) and ter111i11ate the Company in accOl'dance with this Agreement and the Code. The Company shall ·cease to carry on its business (except to the extent necessary to wind up its business), collect and seJI its property to the extent the

CO.\IP..\ ~Y AGIU:E.\1£:\'T OFCBTt 'IUO~· LOGISTICS LLC EXllllHT A 115Q8-18v:? 2i l:?f2014 prnperty is not to be transferred or distributed In kind, and perfom1 any otl1er act require~! to wind up its business and affairs.

(b) If the Managers have wrongfully caused the winding up of the Company or if there is do Manager, (i) n Requisite Percentage may vote to elect a person or persons to accomplish the winding up of the Company. or (ii) if the Members fail to elect a person to accomplish winding up the Company, then any Member or Assigttee may petition a court to wind up the Company as provided in Section l l.054 of the Code. The person or persons winding up the Company, whether the Managers or an elected or court appointed person or persons, is referred to in this Agreement as the :'Liquidator,"

(c) The Liquidator may determine the time, manner. and terms of any sale or sales of Company property pursuant to such winding up. The Liquidator (if not the Managers) is entitlt!d to receive reasonable compensation for its services; may exercise all of the powers conJetTed upon the Managers under this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perfonn its duties; and with respect to acts taken or omitted while acting in such capacity on behalf of the Company, is entitled to the limitation of liability and indemnification rights set forth. in Article VI.

(d) The Liquidator shall provide quarterly r.eport"S to U.1e Members and Assignees during the winding up procedure showing the assets and liabilities of the Company, providing i11formation and documents required by the Members and Assignees to comply with their tax reporting obligations, and such other informatio11 as the Liquidator deems appropriate. Within a reasonable time after completing the winding up, the Liquidator shall give each Member and Assignee a final statement setting forth the assets, liabilities, and reserves of the Company as of the date of completion of winding up.

13.3. Continuation Without Winding Up.

(a) If there is a decision to wind up and terminate the Company as described in Section 13. l {a), the Company may be continued as provided in Section I01.552 of the Code.

(b) If there is a termination of the continued membership of the last remaining Member as described in Section 13.Hc}, then prior to completion of the winding up process but nol later 1han 90 days after the event of termination. the Managers may continue the Company by admitting one or more Members effective as of the occmTence of the event of termination. Any Assignee whose Percentage Interest would be diminished by reason of the admission of an Additional Member under the circumstances described fo thi's Section l3.3(b) must approve the admission of tJ1e Additional Member.

13.4. Liquidation of Assets and Application and Distribution of Proceeds.

(a) In General. On winding up the Company, the Liquidator shall dispose of the Company's properties and apply and distribute the proceeds. or transfer the Company properties. in the following order of priority:

CmlPA'.\"\' AGREE.:.\11::7\T 01' Cr:'\TlHIO.' i Lo<;1STICS LLC E.xnmLT A 11508-i8v2 2!12i20i ~

(i} to creditors (including Members who are creditors) in accordance with their relative rights and priorities to satisfy the liabilities of the .Company, Including expenses associated with the winding up and tem1ination of the Company, but excluding any Company liability for any unpaid Mandatory Distributions;

(ii) to Members, Assignees, and former Members to satisfy the Company 's liability for any unpaid Mandatory Distributions; and

(iii) to Members and Assignees as provided in Section 4.2.

(b) No Member Deficit Restoration Obligation. No Member is liable to the Company, to another Member, or to a third party, for the repayment of any deficit in the Mcmber·s Capital Account, except as provided in Section 101.206 of the Code.

(c) Reserves. fn the discretion of the Liquidator. a pro rata portion of the distributions that would otherwise be made pursuant to Sectio11 13.4(a){H} and {iii) may be withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and future expenses, including a reasonable reserve for any claims for indemnification under Article Vl and tb.r any future expenses associated with any tax audit or other Proceeding that is pending or may anse.

(d) Payrnents and Distributions to Membel'S in Kind. The Liquidator may 11ot make any payments or distributions to Members or Assignees pursuant to Section IJ.4(a)(iil or (iii) other than in cash unless all Members and Assignees receiving the property approve the transfer in kind. The Liquidator shall determine the Fair Market Value of any propet1y transferred to Members or Assignees in kind according to the valuation procedures set forth in Article XIV.

(e) Character of Liquidating Distributions. Except as otherwise required by the I.R.C .. amounts paid to Members pursuant to this Section 13.4 shall be treated .as made in exchange for the interest of the Member in Company property pursuant to I.R.C. Section 736(b)(1 )~ including the interest of such Member in Company goodwill.

13.5. Certificnte of Termination. The Liquidator shall file a Certificate of Termination ofa Domestic Entity on the completion of the winding up of the Company.

13 .6. Reinstatement. If the Company is terminated, it may be reinstated in the manner provided in the Code.

ARTICLE XIV VALUATION

14. L fair Value of Company Prope11y. The Fair Value of property contributed to the Company by a Member as part of such Member's Initial Capital Contribution is the amount of such Member's Initial Capital Contribution, as set forth on Exhibit A. minus the amount of any cash contributed 10 the Company as part of such Member's Initial Capital Contdbution. In all

Exurnrr A

I ISOfH8v2 2i l2!20H

other cases. the Fair Value of an asset as of any date is its fair 1narket value as determined by the Managers in good faith using any reasonable valuation method. If any affected Member does not agree with the valuation set by the Managers. the Fair Value shall be determined using procedures similar to those set forth in Section 14.2, and the cost of any such determination shall be borne entirely by the affocted Member unless the Managers or a majority in interest of all Members other than the affected Member approves an alternative allocation of such costs.

14.2. Fair Value of Membership Interest.

(a) For purposes of any redemption of a Membership Interest pursuant to Section 12.3. the Fair Value of the Membership Interest is its fair market value as determined by the Managers (or, if there are no Ma11agers, by the Liquidator) in good faith based on the net proceeds that would be received with respect to the Membership Interest in a winding i1p of the Company. taking into account all expenses associated with such winding up and any damages or other amounts recoverable by the Company from the Assignee or with respect to the Assignee's Membership lnterest. In connection with the payment in redemption of the Membership Interest, the Ma11agers or Liquidator shall provide a notice to the Assignee setting forth the Fair Value of the Membership Interest, including information relevant to the determination of such Fnir Value.

(b) If the Assignee does not agree with the Fair Value oflhe Membership Interest as determined by the Managers or Liquidator, the Member may submit to the Company a notice of objection within 30 days of the Member's receipt of the valuation notice. Within 15 days following receipt of the Assignee's notice of objection, the Company shall appoint a qualified appraiser, and inform the Assignee of the name and business address of the appraiser. The appraiser shall determine the Fair Value of the Membership Interest in accordance with the principles of Section l4.2(a). The appraiser shall give the Assignee and the Managers an opportunity to meet with him prior to completing his appraisal. Except as provided in Section l4.2(c). the appraiser's determination of the Fair Value of the asset(s) in dispute shall be made within 30 days of his appointment (or such longer period as is reasonably required to complete the appraisal), and is final and binding 011 all concerned, absent manifest error.

(c)· If the Assignee does not approve the appraiser selected by the Company, within 15 days following notification of such selection pursuant to Section 14.2(b) the Assignee may appoint a qualified appraiser of the Assignee's choice, and inform the Company in writing of the name and business address of the appraiser. In such event. the appraisers appointed by the Company and the Assignee shall appoint a third qualified appraiser. Each of the three appraisers shall determine the Fair Value of the Membership Interest i11 accordance with the principles of Section l4.2(a}. The average of the two valuations that 1tre closest to each other shall be determined to be the Fair Value of the Membership Interest and such determination shall be final and binding on all concerned, absent manifest error.

(d) The cost of each appraisal shall be shared equally by the Company and the Assignee.

Cm111 .\ :'\Y Acnn: :m:~T m· Ct:.Yll'IHO'Y LoGHfftcs LLC EXlllBff A \ 1.508~8 \'2 2il2i2014

(e) The Company shall pay the Assignee any excess of (i) the recomputed Fair Value of the Membership Interest over (ii) the sum of any amount previously paid to the Assignee in redemption of his Membership lnterest plus any costs charged to the Assignee as provided in paragraph (d). The Assignee shall pay the Company any excess of (i) the sum of any amou11t previously paid to the Assignee in redemption of his Membership f nkrest plus any costs charged to the Assignee as provided in paragraph (d), over (ii) the recomputed Fair Value of the Membership Interest.

(t) Interest shall be paid at the Index Rate on any amount determined under Section 14.2(e) for the period from the J0111 day after the redemption date to the date the amom1t is paid.

ARTICLE XV GENERAL PROVISIONS

15.l. Amendments.

(a) In General. Subject to the following exceptions and limitations set forth in Section 15. l (b). this Agreement may be amended only with the approval of a Requisited Percentage.

(b) Exceptions and Limitations. The Managers may amend Exhibit A from time to time to reflect the admission and withdrawal of Members, and changes to any Member's Percentage fnterest. in accordance with this Agre~ment. The Managers may use the power of attorney granted in Section 15.12 to make non-substantive amendments that do not adversely impact the rights or obligations of any Manager 01' Member. No amendment of the Agreement may adversely affect any Member's rights or obligations under this Agreement (determined without taking into account the right of other Members to amend the Agreement) without the adversely affected Member's approval. No amendment of Article VI (relating to liability and indemnification) may adversely affect the rights or obligations of any Indemnified Person without the Indemnified PeISon's approval. No amendment of this Agreement may change the requirements under this Agreement for approving any action withmlt the approV.al of the Members holding an aggregate Percentage lnterest required to approve the action.

15 .2. Notice. Any notice, report, or other communication required or permitted to be made to any person by this Agreement shaH be in writing and is deemed given when (a) delivered to the person by hand, (b) the third business day after delivery to the United States Postal Service (or other desigt1atcd delivery service as defined in l.R.C. Section 7502(t)). postage prepaid, in an envelope properly addressed to the person at the person's address set forth in the Company's records as of the date of delivery. or (c) successfully transmitted by facsimile or electronic message to the facsimile phone mnnber or e-mail address (as applicable) set forth in the Company's records as of the date of transmission. Any communication to the Managers or the Company may be delivered to the Company's registered office designated pursuant to Section 2.3.

CmlP.\'.'i\" AGREDIE'.'iT Of CEYl'l'RIO:'\ LOGISTKS LLC E\:lllBIT A l l508.\8\2 '.l!l.'!!2014 15.3. Governfog Law; Consent to Jurisdiction. This Agreement is governed by and shall be construed under the laws of the State of Texas without regard to legal requfrements that would require the application of the law of any other jurisdiction. Any Proceeding arising out of or relating to this Agreement 01· the Company's activities or properties may be brought in the state courts of the County \Vhere the Company's principal oft'ice is located, or, if it has or can acquire jurisdiction, in the United States District Court for the District in which the Company· s principal office is located. Each Member and Assignee irrevocably submits to the exclusive jurisdiction of each such coun i11 any such Proceeding, waives any objection it may no\v or hereafter have to venue or to cottvenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court and agrees 11ot to bring any such Proceeding in any other court. The Company or any Member or Assignee may file a copy of this Agreement with any court as written evidence of the agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the second sentence of this sectio11 may be served on any party anywhere in the world.

15.4. Waiver. Any failure by a party io insist upon the strict performance of any covenant or condition of this Agreement, or to exercise any right or remedy upon a breach of any Sllch covenant or condition, does not constitute walver of any such covenant or condition or any breach thereof.

15.5. Entire Agreement. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter aitd constitutes a complete and exclusive statement of the agreement between the parties with respect to its snbject !natter.

15.6. Successors and Assigns. No Member or Assignee nray assign any of its rights or delegate any of its obligations under this Agreement except as expressly permitted in this Agreement.

15.7. Third-Parties. Other than as provided in Section 5.4 (relating to reliance on authority of the Managers), Section 3.6 (relating to Member Notes), Section I 1.2(b} (relating to the Cotham/Merritt Note Equity Kicker), and Article Vl (relating to rights of Indemnified Persons), none of the provisions of this Agreement are for the benefit of or enforceable by any creditors of the Company or other persons not a party to this Agreement, except such benefits as inure to a successor or permitted assign in accordance with Section 15.6.

15.8. Severability. lf any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

15.9. Construction. The language in this Agreement is to be construed according to its fair meaning and is not to be strictly construed for or against any party. Nothing in this Agreernent is to be construed as authorizing or requiring any action that ls prohibited by the

CO.\IPA'.'iY AGRF.t:m:'.;T 01" CE;\;Tl'IUO'.'i LOGISTIC'S LLC EXlllBIT A 1150848\'2 21 121201~

Code or other applicable la\.v, or as prohibiting any action that is required by the Code or other applicable law.

l5 , lO. Execlltion of Agreement. This Agreement may be executed in counterpa11s, each of which will be deemed to be an original copy of this Agreement. and all of which together constitute one agreement. Any signature to this Agreement evidenced by a facsimile transmission of such signature shall be binding on the parties to the same extent as if such signature were an original.

l.5.1 L. Further Assurances. The parties shall execute and deliver all documents, provide all information, and 'take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

15.12. Power of Attornev.

(a) Each Member appoints the Managers and the Liquidator severally with foll power of substittttion. as the true and la\vful attorney-in-fact for such Memb~r, and in the name, place, ai1<l stead of such Member, to execute, certify, acknowledge, swear to, file, publish, and record:

(i) any certificate or 0ther document that may be required to be filed by the Company or the Members in order to qualify the Company to do business in any jurisdiction. except that no such filing shall include a consent by any Member to service of process in any jurisdiction without the Member's approval;

(ii) any amendment to the Certificate of Formation. to this Agreement. or to any other agreement or document as required or permitted by this Agreement;

(iii) any certificate of termination and other documents that may be required to effectuate the termination of the Company pursuant to the provisions of this Agreement: and

(iv) any document reqt1ired of the Company to carry out the actions that the Managers are atLthorized to take under this Agreement.

(b) The foi·egoing appointment of the Managers and Liquidator as a Member's attorney-in-fact does not grant such attorney-in-fact any power or authority to approve, consent. or agree to the substantive terms of any agreement or other document on behalf of such Member.

(c) The power of attorney granted pursuant to this Section 15.12 (i) is a special power of attorney coupled with an interest and is irrevocable. and (ii) survives the withdrawal or removal of a Membet' or the assignment of its Membership Interest.

IThis Page Intentionally Left Blank. Signature Page Follows.]

CO:\! P.'\ '\ \' /\GIU.: nn:'."T OF Ct:\ n IUO'.'.' LOG ISTIC:S LLC Exnrnrr A 1150S~8 v2 2/1 21201~

Executed as of the Effective Date set lorth above, by and among the persons signing below.

MEMBERS:

Marc Marrocco, an individual

Antonio Albanese. an individual

Exm n1 r A

11508-18\2 2112 201-l

EXHIBlT A

EffcctiYe a8 of Scptcmhct 18, 2013

Numbcl' of

MEMBF.l~ NAME AND ADDRESS Initial CatJital Contribution tJ nits

TXC Enngy LLC 560 l Preakness Ln 300 $300.00 Plano. Texas 75093

Mal'c Marrocco 3602 Binkley Ave 300 $300.00 Dallas. Texas 75205

Antonio Albanese 6605 Gentle Wind Ln JOO $3()0.00 Dallas, Texas 75248

f.XlllHIT A

! 1.508.1\d 2 1 12 '21Jl~

COMPANY AGREEMENT

OF

CENTURION LOGlSTlCS LLC

EXHIBIT B

SPOUSAL JOJNDER AND CONSENT

I ACKNOWLEDGE (i) THAT 1 HAVE READ THE FOREGOING COMPANY AGREEMENT OF CENTURION LOGISTICS LLC (THE "AGREEMENT"), (ii) FULLY UNDERSTAND ITS CONTENTS, AND (iii) I HAVE BEEN GIVEN THE OPPORTUNITY TO ASK QUESTIONS AND TO SEEK AND OBTAIN THE ADVICE OF LEGAL COUNSEL CONCERNING MY RIGHTS, AND THE LIMITATIONS ON THOSE RIGHTS, THAT ARE CONTAINED IN THE AGREEMENT. I agree to be bound by all of the tem1s of the Agreement, including, without limitation, the provisions of Section 10.8, 1 am aware that. by the provisions of lhe Agreement, my spouse agrees to hold his or her Membership Interest (as such term is defined in the Agreement) .including any portion of such Membership Interest comprising my community property, subject to the specific restrictions on the transfer of such Membership Interests set forth in the Agreement. l agree that I wi II not make any transfer of: 01· otherwise deal with, such Membership Interest or my community property interest therein, if any, during my lifetime except as expressly permitted by the Agreement. As provided in Section L0.8 of the Agreement, l agree that, in the event of my death, any Membership Interest that constitutes my community property should pass to my spouse, and L agree to will and bequeath my entire community property interest, if any. in such Membership Interest to my spouse.

Signature:--------------

Printed N a m e : - - - - - - - - - - - - -

Date: - - - - - , - - - - - - - - - - - -

CMIP..\~' r AGRH'.\I E:'\T Of C.::'\Tl'IUO:'li LOGISTICS LLC E'XlllBIT B l 15084!\\2 2i l 212014

COMPANY AGREEMENT

OF

CENTURION LOGISTICS LLC

APPENDIX A

PRINCIPLES OF ALLOCATION

A. l Introduction. This Appendix sets forth principles under which items of income, gai·n. loss, deduction and credit shall be allocated among the Members. This Appendix also provides for the dctel'mination and maintemmce or Capital Accounts, generally in accordance with Treasury Rcgulati()ns promulgated under I.R.C. Section 704(b). for purposes of determining such allocations. For purposes of this Appendix, an Assig.nee shall be treated in the same mamwr as a Member.

A.2 Definitions. Capitalized terms used in this Appendix have the meanings set forth below· or in the Agreement.

'"Adjusted Capital Account Deficit" means any deficit balance in a Mcmbet's Capital J\ccmmr as of the end of a taxable year, after giving effect to the rollowing adjustments:

(i) Credit to the Capital Account any amounts the Member is obligated to restore pursuant to the Agreement or is deemed to be obligakd to restore. pursu~nl to (a) Treasury Regulations Section l.704-l(b)(2)(ii)(c) (relating to ohligatio~1s to pay part11cr promissory notes and other obligations to make contributions to the Company), or (b) the penultimate sentences of TreMury Regulations Sections l.704-2(g)( I) (relating to partnership minimum gain) and \ .704-2(i)(5) (rchtting to partner nonrccoursc debt minimum gain); and

(ii) Debit Lo such Capital Account the items described in Trca.smy Regulations Sections 1,704-l(b)(2)(ii)(d)(4), ') .704-1 (b)(2)(ii)(d)(5 ). and 1.704-1 (b)(2)(ii)(d)(6).

The for1.:going definition is intended to comply with Treasury Regulations Section 1.704- l(b)(2)(ii)(d) and shall be interpreted consistently therewith.

"Capital Account'. has the meaning set forth in Section 1\.3.

"Dcnreciatio11'' means. for each taxable year. an amount equal to the depreciation, mnol'\ization. or other cost recovery deduction allowable with respect to an asset for st~eh taxable year. except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such taxable year, l)eprcciation is an amount which bears the same ratio to such beginning Gross Asset Value as the federal illcome tax depreciation. amortization. or other cost recovery deduction for such ta'.'{ablc year bears to such beginning adjusted tax basis. 1f the adjusted basis for federal income tax purposes of an a:;set at the

CO'.\IP.\" \' Acau:ou:"IT CH O X ll'IUO;\ }.oc;isn< 'S LLC PA<it: A· I beginning of such taxable year is zero, Depreciation shall be determit1ed with reference to such beginning Gross Asset Value using any reasonable method selected by the Managers.

"Gross Asset Value" means an asset's adjusted basis for federal income tax purposes, except as follows;

(i) The initial Gross Asset Value of an asset contributed by a Member to the Company is the gross Fair Value of such asset, as determined by the contributing Member and the Managers and as set fonh on Exhibit A.

(ii) The Gross Asset Values of Company assets shall be adjusted to equal their respective gross Fair Values (taking l.R.C. § 770l(g) into account), as determined by the Managers, as. of che following ti1nes: (A) the acquisition of an additional interest i·n the Company by any new or existing i\tfember in exchange for more than a de minimis Capital Contribution; (B) the distribution by the Company to a Member of more than a de minimis amount of property as consideration for an interest in the Company~ (C) the liquidation of the Company wHhin the meaning of Treasury Regulations Section 1.704~ l(b)(2)(ii)(g)~ and (D) in connection with the grant of an interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by a Member acting in a member capacity or in anticipation of being a Member. Adjustments pursuant to clauses (A). (B) and (C) above are required only if the Managers determine that such adjustments are necessa1·y to accurately reflect the relative economic interests of the Members in the Company.

(iii) The Gross Asset Value of a Company asset distributed to a Member shall be adjusted to equal the gross Fair Value (taking l.R.C. § 7701(g) into account} of such asset on the date of distribution as detennined by the distributee and the Managers.

(iv) The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustrnents to the adjusted basis of such assets pursuant to l.R.C. Section 734(b) or I.R.C. Section 743(b), but on\y to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section l.704- l(b)(2)(iv)(m). Gross Asset Values shall not be .adjusted pursuant to this paragraph (iv) to the extent that an adjustment is required pursuant to paragraph (ii).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraphs (i), (ii) or (iv) of this definition, the assef s Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Prnfit and Net Loss.

"Net Profit" and "Net Loss" mean, for each taxable year ·or other relevant period. an amount equal to the Company's taxable income or loss for such taxable year or other relevant period. determined in accordance with l.R.C. Section 703(a) (for this purpose. all items of

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