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(b) Where the member has a specific purchase or distribution commitment which has
been disclosed in detail in writing by the member to CSCS prior to the date hereof and which the
member is unable, as a practical matter, to assign to CSCS or the Co-op or which is inappropriate for
CSCS or the Co-op to assume or which cannot be terminated without penalty by the member;
provided, however, that the member shall not renew such commitment beyond the expiration of its
current term without the prior written consent of CSCS or the Co-op;

(c) Where legal counsel to the member has advised the member that its commitments
or the performance of its other duties under this Section could reasonably be expected in a material
way to violate or breach any applicable material law, ordinance, rule or regulation of any
governmental body or any material judgment, decree, writ, injunction, order or aware of any court,
governmental authority to arbitrative panel, and the member has given written notice to CSCS or the
Co-op of such legal advice; or

(d) Upon the proper termination of the Co-op’s Membership Subscription Agreement
and the member is no longer a member of the Co-op.

Section 2.7. Administration Fees. By virtue of membership in the Co-op, each member: (a)
agrees that the Co-op and CSCS may from time to time collect from the member a fee (an
“Administration Fee”) in consideration of and to fund the Co-op and CSCS’s supply chain programs
and services; and (b) authorizes the Co-op and CSCS from time to time to cause suppliers and
distributors of Goods, Equipment and Distribution Services to collect Administration Fees, as
authorized by the Co-op's Board of Directors, from the member for the account of the Co-op or
CSCS.

Section 2.8. Liquidation Rights. In the event of any dissolution or liquidation of the Co-op
or other disposition of all or substantially all of its assets, after payment of all debts and liabilities of
the Co-op and payment of One Hundred Dollars ($100.00) per share to holders of Common Stock,
the remaining assets of the Co-op shall be distributed to the holders of Common Stock on a
cooperative basis, that is, the Co-op shall return to such members the face amount of outstanding
patronage equities and distribute the remaining assets to such members on the basis of their past
Patronage insofar as such distribution is practicable.

Section 2.9. Interim Provisions. The purpose of this Section 2.9 is to set forth the
procedures for the governance of the Co-op before the first annual meeting of the Co-op’s
stockholders. Notwithstanding any other provision of these Bylaws, Art Everson and Franklin
Carson shall be eligible to be members of the Co-op, and the Co-op has duly authorized and issued to
each of them one uncertificated share of Series H Common Stock. In their capacity as the sole
holders of shares of the Co-op’s capital stock, they have the authority to take any action authorized to
be taken by stockholders of a Delaware corporation under the General Corporation Law of the State
of Delaware. Upon the Co-op’s offering of shares of Common Stock to potential members, the
shares of Series H Common Stock issued to Art Everson and Franklin Carson shall be exchanged for
shares of Common Stock in the Series designated by the Co-op’s Board of Directors upon the
execution by Messrs. Everson and Carson of appropriate Membership Subscription Agreements. The

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