For valuable consideration, the receipt and sufficiency of which hereby are acknowledged, each Seller hereby sells, assigns and transfers unto the Buyer all of the issued and outstanding Membership Interests held by such Seller on the terms and conditions set forth in the Purchase Agreement. The Buyer hereby agrees to be bound by the terms and conditions of the Operating Agreement as a “Member” thereunder (as defined in the Operating Agreement). Simultaneous with and effective upon the transfer of the Membership Interest and the Buyer’s admission as a Member, each of the Sellers hereby withdraws as a Member.