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ARTICLE VII : RESTRICTIONS ON TRANSFER OF MEMBERSHIP �-- INTEREST 7 . 1 . The initial Member may Transfer all or any part of its Membership Interest in the Company to any third person or entity . If an additional Member of Members are subsequently admitted to the Company the additional Members may not Transfer any part of the additional Member's Membership Interest mi the Company except as follows . (a) to any third party or entity if such transfer is approved in writing by the initial Member; or (b) to any third party if the transferee is an ancestor or descendant of the initial Member ; or (c) any Member who is a natural person may transfer all or any portion of his or her Membership Interest to a revocable trust created for the benefit of the Member, or any combination between or among the Member, the Member's spouse, and the Member's issue ; provided that the Member retains and continues to hold a beneficial interest in the trust together with all of the voting interest included in or attributable to such Membership Interest . A transfer of a Member' s entire beneficial interest in such trust or failure to retain such voting interest shall be deemed a Transfer of a Membership Interest . ARTICLE VIII : DISSOLUTION AND WINDING UP 8 . 1 . The Company shall be dissolved on the first to occur of the following events : (a) The date set forth in Article II above . (b) The decision of the Member (or if additional Members have been admitted to the Company, then the decision of a Majority of the Members) to dissolve the Company. (c) The sale or other disposition of substantially all of the Company's assets . Code § 27351 . (d) Entry of a decree of judicial dissolution pursuant to California Corporations 8 . 2 . On the dissolution of the Company, the . Company shall engage in no further business other than that necessary to wind up the business and affairs of the Company . The Member shall wind up the affairs of the Company and give written Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear .in the records of the Company . After paying or adequately providing for the payment of all known debts of the Company (except debts owing to the Member) , the remaining assets of the Company shall be distributed or applied in the following order of priority : (a) To pay the expenses of liquidation . (b) To pay the creditors of the Company, including loans from the Member(s) . (c) To the Member (or if additional Members have been admitted to the Company, then to the Members based on the Member' s Percentage Interests) . � j 6