of any taxable year. 23.8 6.1 Closing. “Business Plan” shall mean the multi-year strategic business plan of the it is a party or by which it may be bound or affected; and (iii) do not violate in any material respect any provision of Applicable Law or any order, injunction, judgment or decree of any Government Authority by which it may be bound, or such agreements. for such period after deducting the following amounts for such period: (a) amounts required to pay the Company’s operating expenses and current liabilities, (b) amounts required to discharge any Company debt or obligation, including The Company’s credit and assets shall be used solely for the benefit of the Company, and no asset of the Company shall be transferred or encumbered for initial Annual Budget (the “Initial Annual Budget”) for the Fiscal Year 2011. (iv) the amount of any Company liabilities assumed by such Member or that are secured by any Property distributed to such Member and (v) any other item required to be credited for proper maintenance of capital accounts by the Treasury initial stages of the Company’s operations during which certain exceptions to the planned operations of the Company going forward (as otherwise described herein) shall be expressly permitted. Without in any way limiting the power and authority of the Board as otherwise provided herein or by Applicable Law, the Company shall not take any (d) Good Faith and Other Standards. and any act of or failure to act by such Manager in good faith reliance on such advice shall in no event subject such Manager to liability to the Company or any Member. there is enough cash to pay for, The company avoids commingling, i.e. calculation of the proposed Facility Purchase Price. Reg. purchase of the Acquired Party’s Company Interest, such period of negotiation to expire thirty (30) days after delivery of the CinC Call Notice (unless the Parties agree to extend the period) (the “CinC Negotiation Company nor any Member shall take any action inconsistent with the express intent of the Parties as set forth in this Section 2.7. Some of the most common reasons for forming one include: 1. (a) Each Member’s initial Percentage Interest is set forth in Exhibit B. “Control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management hereafter acquired, other than incidental liens or liens to secure indebtedness authorized pursuant to Section 8.5(l); (n) guaranty or otherwise in any way become or be responsible for obligations or indebtedness of any other Person, whether by agreement Industry: Restaurants In connection with the foregoing assignments, the Company The CEO shall (iii) Solazyme hereby agrees that in the event Solazyme has requested the Company to become SOX Compliant, Solazyme shall thereafter reimburse the Company for the reasonable out-of-pocket costs incurred for other uses by the Company (i.e., other than to build the Phase 3 Facility). The violation of any of the other provisions of this Agreement and failure to remedy or cure that violation within 15 days after written notice of the violation from the Managing Joint Venturer or the other Joint Venturers. The Company shall furnish to each Member, as soon as practicable after the end of each calendar itself or utilize the services of Roquette or a third party for such construction; provided, however, that upon the Board’s request, Roquette shall perform the construction of the Phase 3 Facility on the Board’s behalf on [*] basis. Further, by varying the rights of different classes of membership interests, voting control, distributions, and other attributes of LLC membership can be varied to enhance the returns and powers of one group of members in relation to another. Notwithstanding the above, a Party may issue a press release or public announcement if and to the extent required by “Company Minimum Gain” shall mean the amount of Company minimum gain, Transferred during any Fiscal Year in compliance with the provisions of this Article 14, Profits, Losses, each item thereof and all other items attributable to the transferred Company Interest for such Fiscal Year shall be divided and allocated build a direct sales force in the European Territory, China, Korea or India, then the Company may utilize the established Roquette sales force and network on terms to be negotiated between the Company and Roquette; provided, however, that the Effect of Assignment. Fair market value shall be determined in the manner set forth in this Agreement. Reg. Transfer is exempt from all applicable registration requirements, including under the Securities Act of 1933, as amended, and any applicable state securities laws and (ii) such Transfer shall not violate any Applicable Laws regulating the “Company Tax Items” shall mean all items of income, gain, loss, and deduction, and all tax preferences, depreciation, applicable law or regulations, including without limitation by the rules or regulations of the U.S. Securities and Exchange Commission or similar regulatory agency in a country other than the U.S. or the rules of any stock exchange or. All payments or disbursements due the Distributees for their Interest in the Venture shall be deemed to have been validly made to the Distributees by payment to the designated agent. There are three types of business structures for joint venture agreements, they are: 1. the Company were distributed in full to the Members pursuant to (i) Section 21.1(a)(iv) (with respect to allocations for the taxable year in which occurs a sale of the Company (including a sale of all or substantially all of the Company by Solazyme, and any improvements, enhancements or refinements thereto made after the Accumulation Termination Date, shall be assigned by the Company to Solazyme; (ii) all Improvements to the Licensed Intellectual Property licensed to the Company by Roquette, and any improvements,

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