# Winding Down The LAO

# Under what circumstances will The LAO wind down?

Members of The LAO can vote by majority to wind down The LAO. Other circumstances include a judicially ordered dissolution or disposition of all the assets of The LAO.

If dissolution were to occur, a person appointed by the members via a majority vote will handle the wind down of The LAO based on the terms of the operating agreement.

At the time of dissolution, members of The LAO are responsible for the expenses associated with the liquidation.

Any additional losses or liabilities incurred will be in accordance with the terms of the operating agreement and the service provider reserves the right to set aside funds to facilitate dissolution activities.

# What happens if members of the LAO want to transfer all of the LAO assets?

In the operating agreement, members agree to tag- and drag-along provisions to deal with the possibility that members may want to transfer all of The LAO assets to another entity or party. These rights will only be triggered if a super-majority of the members vote to effectuate such a transfer.