Coach 2013 Annual Report Download - page 192

9.4. Effect of Admission as a Substitute Member . Unless and until admitted as a Substitute Member pursuant to Section 9.3, a transferee of a
Member’s Membership Interest shall not be entitled to exercise any rights of a Member in the Company, including the right to vote, grant approvals or give
consents with respect to such Membership Interest, the right to require any information or accounting of the Company’s business or the right to inspect the
Company’s books and records, but such transferee shall be entitled to receive, to the extent of the Membership Interest transferred to such transferee, the
distribution to which the transferor would be entitled. A transferee who has become a Substitute Member has, to the extent of the Membership Interest
transferred to such Substitute Member, all the rights and powers of the Person for whom such Substitute Member is substituted and is subject to the
restrictions and liabilities of a Member under the Articles, this Agreement and the Act. Upon admission of a transferee as a Substitute Member, the transferor
of the Membership Interest so acquired by the Substitute Member shall cease to be a Member of the Company to the extent of such transferred Membership
Interest. A Person shall cease to be a Member upon Transfer of all of such Member’s Membership Interest whether or not the transferee becomes a Substitute
Member.
9.5. Additional Members. Upon approval of all of the Members, any Person may become an additional member (an “ Additional Member”) of
the Company and additional Membership Interests may be issued to such Person and existing Members for such consideration and on such terms and
conditions as all of the Members, collectively, may determine at the time of admission. No Additional Member shall be entitled to any retroactive allocation of
losses, income or expense deductions incurred by the Company.
9.6. Withdrawal. Except as otherwise expressly provided in this Agreement (including, without limitation, as permitted pursuant to Section 3.8
of this Agreement with respect to the Coach Member), a Member shall not have any right to withdraw from the Company as a Member prior to its dissolution
and winding up.
ARTICLE 10
EVENT OF DEFAULT
10.1. Event of Default. If any of the following events (each such event, an “ Event of Default”) occurs and is continuing with respect to a
Member, then such Member shall be deemed to be a “ Defaulting Member” and the other Member shall be deemed to be a “ Non-Defaulting Member” (unless a
separate Event of Default has occurred and is continuing with respect to that Member):
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