Any amendment to this Agreement shall be made in writing and signed by Members holding all of the Ownership Percentages; provided , however, the Managers shall have the right upon any transfer of Membership Interests or admission of any new Member in accordance herewith to unilaterally amend this Agreement without a writing signed by all Members to substitute Exhibit “A” attached hereto with an updated Exhibit “A” reflecting all of the current Members and their respective Ownership Percentages. The Members, by their execution hereof, approve the restatement and amendment of the Original Operating Agreement and, for all purposes, this Agreement supersedes and replaces the Original Operating Agreement from and after the date hereof.