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APPROVED AND FILED
<br />DIEGO MORALES
<br />INDIANA SECRETARY OF STATE
<br />05/03/2024 03:16 PM
<br />or in connection with this Agreement. The parties to this Agreement hereby irrevocably waive, to
<br />the fullest extent they may effectively do so under applicable law, any objection which they may
<br />now or hereafter have to the laying of venue of any such suit, action or proceeding brought in any
<br />such court, and any claim that such suit, action or proceeding brought in any such court has been
<br />brought in an inconvenient forum.
<br />Section 12.3. Binding Effect: Conflicts. This Agreement will be binding upon and inure to
<br />the benefit of the parties, and their respective distributees, successors and assigns. This Agreement
<br />is subject to, and governed by, the Act and the Articles. In the event of a direct conflict between the
<br />provisions of this Agreement and the mandatory provisions of the Act or the provisions of the
<br />Articles, the provisions of the Act or the Articles, as the case may be, will be controlling.
<br />Section 12.4. Headings: Interpretation. All headings herein are inserted only for
<br />convenience and ease of reference and are not to be considered in the construction or interpretation of
<br />any provision of this Agreement. The singular shall include the plural, and the masculine gender shall
<br />include the feminine and neuter, and vice versa, as the context requires.
<br />Section 12.5. Severability. If any provision of this Agreement is held to be illegal, invalid,
<br />unreasonable, or unenforceable under the present or future laws effective during the term of this
<br />Agreement, such provision will be fully severable; this Agreement will be construed and enforced
<br />as if such illegal, invalid, unreasonable, or unenforceable provision had never comprised a part of
<br />this Agreement; and the remaining provisions of this Agreement will remain in full force and effect
<br />and will not be affected by the illegal, invalid, unreasonable, or unenforceable provision or by its
<br />severance from this Agreement. Furthermore, in lieu of such illegal, invalid, unreasonable, or
<br />unenforceable provision, there will be added automatically as a part of this Agreement a provision
<br />as similar in terms to such illegal, invalid, unreasonable, or unenforceable provision as may be
<br />possible and be legal, valid, reasonable, and enforceable.
<br />Section 12.6. Additional Documents and Acts. Each party agrees to promptly execute
<br />and deliver such additional documents, statements of interest and holdings, designations, powers of
<br />attorney, and other instruments, and to perform such additional acts, as the other party may determine
<br />to be necessary, useful or appropriate to effectuate, carry out and perform all of the terms, provisions,
<br />and conditions of this Agreement and the transactions contemplated by this Agreement, and to
<br />comply with all applicable laws, rules and regulations.
<br />Section 12.7. No Third -Party Beneficiary. This Agreement is made solely and specifically
<br />among and for the benefit of the parties and their respective successors and assigns. This Agreement
<br />is expressly not intended for the benefit of any creditor of the Company or any other third party. No
<br />creditor or other third party will have any rights, interest, or claims under the Agreement or be entitled
<br />to any benefits under or on account of this Agreement as a third -party beneficiary or otherwise.
<br />Section 12.8. Notices. Any notice to be given or to be served upon the Company or the
<br />Member in connection with this Agreement must be in writing and will be deemed to have been
<br />given and received when delivered to the address specified by the party to receive the notice. Such
<br />notices will be given to the Member at the address specified on Exhibit A. Any party may,
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