Series LLC Operating Agreement

Manager Managed Limited Liability Company Operating Agreement with Classes of Members

Operating Agreement made this , between , a limited liability company, hereinafter referred to herein as the Company, pursuant to the , , of , , of , and , of , hereinafter called the Members.

Whereas, the parties have formed a limited liability company under the , hereinafter referred to as the Act, and upon the terms and conditions of this Agreement; and

Whereas, the Members wish to set forth their agreement as to how the business and affairs of the Company shall be managed and their rights and obligations with respect to the Company;

NOW, THEREFORE, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned Members agree as follows:

I. Formation and Business of the Company

A. Formation. The Company was organized on , in accordance with and pursuant to the Act.

B. Name. The name of the Company is . The Company may do business under that name and, as permitted by applicable law, under any other name determined from time to time by the Members.

C. Purpose of the Company. The purpose of the Company shall be to conduct any lawful business or activity whatsoever, as permitted by applicable law and as determined from time to time by the Members. The Company may exercise all powers necessary to or reasonably connected with the Company's business from time to time, and may engage in all activities necessary, customary, related or incidental to any of the foregoing.

D. Principal Office. The Company's principal place of business shall be located at , or such other place determined from time to time by the Members or Manager(s). The Company may have such other business offices within or without as determined from time to time by the Members or Manager(s).

E. Registered Agent. The name and address of the Company's registered agent in the State of is of . The registered agent may be changed from time to time by the Members or Manager(s) upon the filing of the name and address of the new registered agent with the Secretary of State pursuant to the Act.

F. The term of the Company shall commence on the date of this Agreement and continue until , unless the Company is earlier dissolved in accordance with this Agreement and with the Act.

G. Members. The names, addresses, facsimile numbers, taxpayer identification numbers and Percentage Interests of the Members are set forth in the attached Exhibit A as amended from time to time.

Article II. Definitions

The following terms, as used in this Agreement, shall have the following meanings (unless otherwise expressly provided):

A. Act shall mean the .

B. Affiliate of a Person shall mean any relative of such Person, or any Person that controls, is controlled by or is under common control with, such Person, or an officer, director, partner or trustee (or relative of any of the same) of such Person.

C. Agreement shall mean this Operating Agreement, as originally executed and as amended from time to time in accordance with this Agreement and with the Act.

D. Annual Budget shall have the meaning set forth in Section V-U.

E. Appraised Value shall have the meaning set forth in Section VIII-D-2.

F. Articles of Organization shall mean the Articles of Organization of the Company, as filed with the Secretary of State, as amended from time to time in accordance with this Agreement and with the Act.

G. Assignee shall mean the holder of an Economic Interest who is not a Member.

H. Bankruptcy of a Member shall mean: (i) the entry of an order for relief with respect to that Member in a proceeding under the United States Bankruptcy Code, as amended from time to time; or (ii) the Member's initiation ...

I. Book Value shall have the meaning set forth in Section VIII-D-2.

J. Capital Account of an Interest Holder, as of any date, shall mean the account maintained for such Interest Holder pursuant to Section III-D, as adjusted through such date.

K. Capital Contribution of, or attributed to, an Interest Holder shall mean the total contributions to the capital of the Company, whether in cash, property (net of liabilities) or services, made, performed or to be performed by, or attributed to, such Interest Holder, to the extent actually performed, valued on the date of contribution or commitment to contribute as set forth in this Agreement.

L. Capital Interest of a Member, as of any date, shall be expressed as a percentage determined by dividing ...

M. Capital Transaction shall mean any transaction not in the ordinary course of the Company's business, in respect of which the Company receives cash or other consideration (but not Capital Contributions), including, but not limited to, proceeds from sales or exchanges not in the ordinary course, financings and refinancings, condemnations or insurance policies.

N. Cash Available for Distribution, as of any date, shall mean the excess of revenues received by the Company from its operations and investments over total current operating expenses and reasonable reserves for future such expenses.

Article III Capital Contributions and Capital Accounts.

A. Initial Capital Contributions. On the date of this Agreement, each Member shall contribute to the Company as its Initial Capital Contribution cash in the amount set forth in the attached Exhibit A.

B. Additional Contributions.

1. The Members may, from time to time, in their discretion, determine that additional Capital Contributions from the Members in proportion to their Percentage Interests.

2. Within days following their receipt of notice of a determination under Section III-B-1, stating the total amount of additional capital sought, the Members' shares of the same and the purpose for which such capital will be used, each Member shall contribute its share of the total amount required to the Company.

C. Defaults in Contribution.

1. If any Member (a Defaulting Member) fails to make all or any portion of any Capital Contribution as required under Section III-B, such failure shall constitute a breach of this Agreement and the Defaulting Member shall be liable for any and all damages incurred by the other Members and the Company as a result of such breach.

2. Any Special Contribution made with respect to a Defaulting Member shall be treated as a Capital Contribution by, and credited to the Capital Account of, such Defaulting Member.

3. Upon making an additional Capital Contribution under Section III-B, the Membership Interest of each Member shall be recalculated...

4. Each Defaulting Member irrevocably constitutes and appoints the non-Defaulting Members as attorneys-in-fact...

5. The remedies provided in this Section III-C shall be the sole and exclusive remedies for a Member's failure to comply with the requirements of Section III-B, all other remedies being waived.

D. Capital Accounts.

1. The Company shall establish and maintain a Capital Account for each Interest Holder...

2. The manner in which Capital Accounts are maintained shall be modified, if necessary, in the opinion of the Company's accountants, attorneys or Manager, to comply with applicable law.

3. Except as otherwise required by the Act, and subject to Sections III-A and III-B of this Agreement, no Interest Holder shall have any liability to restore all or any portion of any Negative Capital Account.

4. No Interest Holder shall be paid interest on the balance of its Capital Account from time to time. The balance of each Capital Account from time to time shall accrue interest at an annual rate equal to the Prime Rate and shall be paid only upon the dissolution of the Company.

E. Adjustments to Capital Accounts.

1. The Manager may, in his, her or their discretion, adjust the Capital Accounts to reflect a revaluation of the Company's assets upon the occurrence of any of the following events:

a. A Capital Contribution by a new or existing Member as consideration for the issuance of an Interest;

b. The distribution of cash or other property by the Company to a retiring or continuing Member as consideration for the repurchase or redemption of an Interest;

c. Events described in 26 C.F.R. § 1.704-1(b)(2)(iv)(f).

2. Any adjustment pursuant to Section III-E-1 shall be based on the fair market value of Company property on the date of adjustment.

3. If the book value of a Company asset differs from the adjusted tax basis of that asset, the Capital Accounts shall be adjusted in accordance with 26 C.F.R. § 1.704-1(b)(2)(iv)(g).

4. If there is any basis adjustment pursuant to an election under 26 U.S.C.A. § 754, the Capital Accounts shall be adjusted to the extent required by 26 C.F.R. § 1.704-1(b)(2)(iv)(m).

E. Return of Capital Contributions. Except as otherwise provided in this Agreement, no Member shall have any right to demand or receive any cash or property of the Company in return of its Capital Contribution or in respect of its Membership Interest until the dissolution of the Company.

F. Transfer of Interest. If an Interest is Transferred as permitted by this Agreement, the transferee shall succeed to the Capital Account of the Transferor to the extent the Capital Account relates to the Transferred Interest.

IV. Allocations and Distributions.

A. Distributions. Cash Available for Distribution shall be distributed at such time as may be determined by the Members to each Interest Holder in accordance with its Percentage Interest.

B. Limitation on Distributions. No distribution shall be declared and paid unless, after giving effect to the distribution, the assets of the Company exceed the Company's liabilities.

C. Allocations of Net Profits and Net Losses.

1. Net Losses shall be allocated:

a. First, to each Member, up to an amount of loss equal to the excess of prior income allocated to such Member under Section IV-C-2-c over prior loss allocated under Section IV-C-1-a.

b. Then, to the Members in proportion to their Percentage Interests.

2. Net Profits shall be allocated:

a. First, to each Member, up to an amount of income equal to the excess of prior loss allocated to such Member under Section IV-C-1-b over prior income allocated under Section IV-C-2-a.

b. Then, to each Member, up to an amount of income equal to the excess of cumulative prior loss allocated to such Member under Section IV-C-1-b over cumulative prior income allocated under Section IV-C-2-b.

c. Then, to the Members in proportion to their Percentage Interests.

3. Notwithstanding any other provision of this Agreement to the contrary, for Federal income tax purposes only, any item of income, deduction, gain or loss realized by the Company with respect to property contributed by a Member to the Company shall be allocated as required by 26 U.S.C.A. § 704(c).

4. Consistent with Section IV-G of this Agreement, all allocations of income and loss for any Fiscal Year under Section IV-C shall be made after the allocation of any item of gain under Section IV-E or IV-D that may arise in such year.

D. Allocation of Gain or Loss on Liquidation. Net gain or loss realized by the Company upon the sale of all or substantially all of its assets or otherwise in connection with the dissolution and liquidation of the Company shall be allocated to the Members in such amounts that, to the extent possible, the respective balances of their Capital Accounts shall equal the amounts to be distributed to them under Sections IX-C and IV-C.

E. Qualified Income Offset. Notwithstanding anything in this Article IV to the contrary, if any Member unexpectedly receives any adjustments, allocations, or distributions described in 26 C.F.R. § 1.704-1(b)(2)(ii)(d)(4), (5) or (6) which cause a deficit or increase the deficit in the Member's Capital Account, items of Company gross income and gain shall be allocated to the Member in an amount and manner sufficient to eliminate the deficit in its Capital Account as quickly as possible.

F. Minimum Gain.

1. Nonrecourse Deductions. Company Nonrecourse Deductions shall be allocated to the Capital Accounts as set forth in Section IV-C.

2. Distributions of Nonrecourse Financing Proceeds. If the Company makes a distribution to the Members that is allocable to the proceeds of any nonrecourse liability of the Company, such distribution shall be allocable to an increase in Company Minimum Gain.

3. Company Minimum Gain. Each Member's share of Company Minimum Gain shall be determined as provided in 26 C.F.R. § 1.704-2(g), (i)(5).

4. Minimum Gain Chargeback. If there is a net decrease in Company Minimum Gain for a Fiscal Year, items of Company income and gain shall be allocated to the Capital Accounts as provided in 26 C.F.R. § 1.704-2(f).

G. Regulatory Allocations. The allocations set forth in Sections IV-E and IV-F are intended to comply with certain requirements of 26 C.F.R. §§ 1.704-1(b) and 1.704-2.

H. Allocation of Nonrecourse Liabilities. For purposes of 26 C.F.R. § 1.752-3(a), the Members' interests in Net Profits shall be their respective Percentage Interests.

I. Distributions In Kind. All distributions of Company property in kind shall be valued at their fair market value as of the date of distribution.

J. Distributions with Respect to Special Contributions. If any Contributing Member has made a Special Contribution, all amounts otherwise distributable under Section IV-A to the Defaulting Member shall instead be distributed to the Contributing Member or Members until they have received distributions equal to two times the amount of such Special Contribution, plus interest at the Prime Rate.

K. Tax Returns and Other Elections. The Manager shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all applicable laws of each jurisdiction in which the Company does business.

L. Mid-Year Transfers.

1. All Net Profits and Net Losses allocable to such Interest shall be allocated between the Transferor and the transferee in the ratio of the number of days in the year before and after the effective date of the Transfer.

2. Tax credits, if any, shall be allocated among the Interest Holders as determined at the time the property with respect to which the credit is claimed is placed in service.

V. Manager.

A. The property, business and affairs of the Company shall be managed by its Manager.

B. Number, Tenure and Qualifications. The Company shall initially have Class A and Class B Manager who shall be elected by the Class A and Class B Members, respectively, in accordance with Article VI.

C. Certain Powers of Manager. Without limiting the generality of Section V-A, but subject to Sections V-D, V-E, V-F and V-M, the Manager shall have the power and authority, on behalf of the Company and any Controlled Subsidiary, to:

1. Acquire property in the ordinary course of the Company's business from any Person;

2. Purchase life, liability and other insurance to protect the Company's property and business;

3. Establish bank accounts in the name of the Company and establish the identity of all signatories entitled to draw against such accounts;

4. Employ, and fix the terms of employment and termination of employment of, employees of the Company and consultants;

5. Invest Company funds in time deposits, short-term governmental obligations, commercial paper or other similar investments;

6. Execute on behalf of the Company all instruments and documents necessary to the business of the Company;

7. Borrow money for the Company in the ordinary course;

8. Enter into any and all other agreements on behalf of the Company;

9. Institute, prosecute and defend legal, administrative or other suits or proceedings in the Company's name;

10. Establish pension, benefit and incentive plans;

11. Do and perform any and all other lawful acts as may be necessary or appropriate to conduct the Company's business.

D. Decisions Requiring Approval of Members.

1. The purchase, construction or other acquisition of real property, or the acquisition of any significant equity interest in another Person that would be a Controlled Subsidiary;

2. The purchase, construction or other acquisition of any capital asset or investment, the purchase price or value of which will exceed ;

3. The sale, exchange or other disposition of any real property, capital asset or investment;

4. Any agreement creating a monetary obligation greater than or having a term in excess of one year;

5. The fixing of the terms of employment and termination of employment of any Manager;

6. Any assignment for the benefit of creditors, voluntary bankruptcy petition, or appointment of a receiver;

7. The issuance of a Membership Interest by the Company to any Person or the admission of any Assignee as a Member;

8. Any other transaction not in the ordinary course of business.

E. Decisions Requiring Unanimous Approval of Members.

1. Any act unrelated to the purpose of the Company or contrary to this Agreement;

2. Payment to any Member, Manager or Affiliate of commissions, fees or remuneration other than reasonable compensation;

3. The loan of Company funds to, or guaranty of any obligation of, any Member, Manager or Affiliate;

4. The sale, exchange or other disposition of all or substantially all assets, or merger or consolidation;

5. The adoption of any Annual Budget;

6. The amendment of the Articles of Organization or this Agreement in any respect.

F. Liability for Certain Acts. The Manager shall perform their duties in good faith and with that degree of care that an ordinarily prudent person in a like position would use under similar circumstances.

G. Reliance on Information. In performing its duties, a Manager shall be entitled to rely on information, opinions, reports or statements prepared by agents, counsel, accountants or other classes of Manager.

H. No Exclusive Duty; Non-Competition.

1. Subject to Section V-H-2, the Manager may have other business interests and may engage in other activities in addition to those relating to the Company.

2. No Manager or Affiliate shall, during the term of the Company, anywhere in , directly or indirectly engage in competitive activity.

3. No Manager or Affiliate shall disclose or use confidential information of or with respect to the Company or its business.

4. The Company and the Members shall be entitled to injunctive relief for breach of these obligations.

I. Execution of Documents. Any document or instrument may be executed and delivered on behalf of the Company by any Manager.

J. Powers of Manager in Bankruptcy. Subject to Sections V-D, V-E, V-F and V-P, the Manager shall have the power and authority to represent the Company in bankruptcy proceedings.

K. Resignation or Removal. Any Manager may resign at any time by giving notice to the Members.

L. Meetings of Manager.

1. The Manager shall meet for the purposes of organization, the election of officers and the transaction of other business as soon as practicable after each annual meeting of the Members.

2. Regular monthly meetings of the Manager shall be held at such times and places within or without as the Manager may determine.

3. Special meetings of the Manager may be called at any time by any Manager.

4. Notice of the time and place of each special meeting of the Manager shall be delivered at least hours before the meeting or mailed at least days before the meeting.

5. A majority in number of each class of Manager entitled to vote shall constitute a quorum.

6. If a quorum is present, the affirmative vote of a majority in number of each class of Manager present shall be the act of the Manager.

M. Action without Meeting. Any action required or permitted to be taken at any meeting of Manager may be taken without a meeting if all Manager entitled to vote authorize such action in writing.

N. Participation in Meetings by Telephone and Other Equipment. Manager may participate in a meeting by conference telephone or similar communications equipment.

O. Vacancies. Any vacancy among the Manager may be filled by vote of a majority of the remaining Manager then in office.

P. Interested Manager. A contract or other transaction between the Company and a Manager or Affiliate shall not be void or voidable if disclosed and approved.

Q. Compensation and Expenses. The compensation of the Manager shall be fixed from time to time by the Members.

R. Delegation to Agents and Officers. The Manager may delegate functions relating to the day-to-day operations of the Company to officers, agents, consultants or employees.

S. Reports. The Manager shall furnish reports of operations and annual reports within days after the end of each period.

T. Other Duties of Manager. The Manager shall determine the method of accounting, may make the election under 26 U.S.C.A. § 754, shall give notice of tax audits, and shall designate a Member-Manager as tax matters partner.

U. Annual Budget. Not less than days before the end of each Fiscal Year, the Manager shall furnish to the Members for their approval a budget in reasonable detail for the following Fiscal Year.

VI. Rights and Obligations of Members and Meetings.

A. Liability for Company Debt. No Member shall be personally liable for any debts, losses or obligations of the Company by reason of its being a Member, except to the extent of its Capital Contribution and any obligation to make a Capital Contribution.

B. Rights of Approval. The Members shall elect the Manager annually in accordance with this Agreement.

C. Officers and Agents. The Members may from time to time designate such officers and agents as they may deem necessary to carry out the day-to-day operations of the Company.

D. Liability for Wrongful Distributions. A Member who receives a distribution from the Company which the Member knows to be in violation of this Agreement or the Act shall be liable to the Company for the amount of such distribution for a period of years after it was made.

E. Dealings with the Company; Other Business Activity. Subject to the requirements of this Agreement, any Member or Affiliate may make loans to, borrow from, and transact such other business with the Company as may be approved.

F. Meetings of Members.

1. The Members shall meet annually for the purpose of transacting such business as may come before the meeting, including the election of Manager, on the first day of the month of each fiscal year at the principal office of the Company, or at such other time or place within or without as shall be determined by the Members.

2. In addition to the annual meetings, regular quarterly meetings of the Members shall be held at such times and places within or without as the Members may determine.

3. Special meetings of the Members may be called by of Manager or by any Member or Members holding at least % of all Percentage Interests.

4. Notice of the time, place and purpose or purposes of each meeting of the Members shall be delivered at least but not more than days before the date of the meeting.

5. A majority of each class of Members entitled to vote shall constitute a quorum.

6. If a quorum is present, the affirmative vote of a Majority in Interest of each class of Members present shall be the act of such class of the Members.

G. Proxies and Voting Arrangements. No proxy shall be valid after months from the date of its execution, unless otherwise provided in the proxy.

H. Action without Meeting. Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if Members holding voting interests sufficient to authorize such action consent in writing.

I. Participation in Meetings by Telephone and Other Equipment. Members may participate in a meeting by conference telephone or similar communications equipment.

J. Record Dates. The record date for determining Members entitled to vote or receive distributions shall be the date on which notice is mailed or the declaration of such distribution is adopted.

K. No Preemptive Rights. Except as otherwise set forth in Section III-C or VII-B, no Member shall have any preemptive, preferential or other right with respect to additional Capital Contributions or the issuance or sale of Interests.

L. Creation of Different Classes of Membership Interests. With the consent of the Members, the Company may issue Membership Interests from time to time in one or more classes or series.

M. Membership Certificates. Membership Interests may be evidenced by certificates issued by the Company, provided that any such certificate shall carry a conspicuous legend noting the existence of the restrictions on transfer set forth in Article VII.

VII. Transferability.

A. General. Except as otherwise specifically provided in this Agreement, no Interest Holder shall have the right to Transfer any Interest to a Non-Member without the consent of the remaining Members.

B. Right of First Refusal.

1. If a Member desires to Transfer any portion of its Membership Interest for consideration to a Person who is not a Member (a Purchaser), the Transferor shall obtain from the Purchaser a bona fide written offer (the Offer) to purchase such Interest.

2. The Company, or the remaining Members, shall have a right of first refusal to purchase all (but not less than all) of the Interest proposed to be sold by the Transferor, upon the same terms and conditions, within days after receipt of notice and the Offer.

3. If the Company or any remaining Members elect to exercise their right of first refusal, they shall designate the time, date and place at which the closing of the purchase shall take place within days after the Transferor receives notice.

C. Other Conditions to Permitted Transfers.

1. As conditions to recognizing the effectiveness of any Transfer permitted under this Article VII, the Transferor and the proposed transferee shall execute and deliver such instruments and documents as necessary to:

a. Constitute such transferee a Member, if applicable;

b. Confirm acceptance of all terms, obligations and conditions of this Agreement;

c. Preserve the Company after such Transfer under the laws of each jurisdiction in which the Company is qualified, organized or does business;

d. Maintain the status of the Company as a partnership for federal tax purposes;

e. Assure compliance with all applicable state and federal laws;

f. Constitute the Company a third-party beneficiary of the rights of the Transferor and the obligations of the transferee.

2. No Transfer of an Interest may be made if such Transfer would result in the termination of the Company pursuant to 26 U.S.C.A. § 708 unless counsel determines otherwise.

3. If a mortgage or other agreement permits acceleration in the event of Transfer, no Transfer may be made to the extent it would trigger acceleration.

4. No Transfer of an Interest may be made except pursuant to registration under applicable securities laws or if counsel opines that such Transfer may be effected without registration.

5. No Transfer of an Interest may be made to a minor or incompetent individual except by will, intestate succession or gift under applicable law.

D. Transferee Not Member. A transferee of a Membership Interest shall not be a Member unless remaining Members approve admission.

E. Effective Date. Any Transfer of an Interest or admission of a Member shall be effective as of the last day of the calendar month in which all conditions were satisfied.

F. Certain Transfers of No Effect. Any Transfer or attempted Transfer of an Interest in violation of the terms of this Agreement shall be null and void and have no effect.

G. Pledge or Encumbrance of Interests. No Member may pledge or encumber an Interest without the consent of the Manager.

H. Excluded Transfers. Certain transfers to other Members, new Members, successors-in-interest, spouses, descendants, or estates are excluded from restrictions.

I. Transfer of Entire Economic Interest. A Member who Transfers all or any portion of its Economic Interest shall not cease to be a Member, but shall retain the entire Management Interest associated with its Membership Interest.

VIII. Withdrawal of Members.

A. No Voluntary Withdrawal. A Member shall have no right or power to surrender such Member's Membership Interest voluntarily or otherwise take action that would constitute a Voluntary Withdrawal.

B. Effect of Withdrawal.

1. If the business of the Company is continued after a Voluntary Withdrawal, the withdrawn Member shall become an Assignee of the Economic Interest associated with its former Membership Interest.

2. If the business of the Company is continued after an Involuntary Withdrawal, the withdrawn Member shall be entitled to receive an amount in liquidation of its Membership Interest determined as set forth in Section VIII-D.

3. If a Withdrawal Event results in the dissolution of the Company, the withdrawn Member shall be treated as any other Member in the liquidation of the Company's assets.

4. Upon the occurrence of any Withdrawal Event, the Company shall have no further obligation or liability to any Assignee of the withdrawn Member.

C. Damages for Breach. If a Voluntary Withdrawal Event of a Member occurs in breach of VIII-A, such withdrawn Member shall be liable to the Company for all damages incurred by the Company as a result of such breach, in an amount determined by .

D. Repurchase of Interest.

1. If the business of the Company is continued after a Permitted Withdrawal Event, the Company shall repurchase the withdrawn Member's Membership Interest at a price . The closing of such purchase shall take place within days after the parties have agreed on the Purchase Price.

2. If the Purchase Price cannot be agreed upon within days after notice of the Withdrawal Event, the Purchase Price shall be equal to the Book Value.

3. The Purchase Price shall be reduced by the amount of damages suffered or likely to be suffered by the Company over the remaining term of the Company as of the date of the Withdrawal Event in any case in which such withdrawal violates this Agreement.

4. The Purchase Price shall be payable as follows:

a. % in cash, by wire transfer or by bank check drawn on a national bank, on the closing date; and

b. The balance by delivering a promissory note of the Company, dated as of the closing date, and bearing interest at the Prime Rate, with the principal amount payable in equal annual installments beginning on the first anniversary of the closing.

5. Effective upon the Company's payment of a distribution in kind or the initial installment of the Purchase Price, the withdrawn Member shall cease to own any Interest or to have any rights as a Member under this Agreement.

IX. Dissolution or Termination.

A. Events Causing Dissolution and Winding-up. The Company shall be dissolved and wound up upon the first to occur of the following events:

1. The written consent of a majority of the Members;

2. A Withdrawal Event with respect to any Member, unless the business of the Company is continued pursuant to Section IX-B. Notice of any event specified in this Section IX-A-2 shall be given within days after the date of the event;

3. The sale or other disposition of all or substantially all of the business or assets of the Company;

4. The expiration of the term of the Company;

5. The entry of a decree of judicial dissolution under Section of the Act.

B. Election to Continue the Business of the Company.

1. Notwithstanding Section IX-A, an event specified in Section IX-A-2 shall not result in dissolution if, within days after the occurrence of any such event, a majority in capital interests of the remaining Members elect to continue the business of the Company.

2. If the Members elect to continue the business of the Company, the Company shall continue as a limited liability company pursuant to the Act under this Agreement until the first to occur of the end of the Company's term or a subsequent event causing dissolution.

3. A Member shall be deemed to have elected to continue the business of the Company if the Company has not received written notice that such Member objects to continuation within the applicable period.

C. Winding up of the Company.

1. If the Members do not elect to continue the business of the Company, then the Liquidator shall wind up the affairs of the Company.

2. The proceeds of any liquidation of the Company shall be distributed in the following order of priority:

a. First, to the payment of the debts and liabilities of the Company and the expenses of dissolution and liquidation;

b. Then, to the establishment of any reserves reasonably necessary for payment of other debts and liabilities;

c. Then, to the Members as set forth in Article IV.

3. No Member shall be entitled to receive upon liquidation distributions in excess of the positive balance of its Capital Account, except to the extent all Members receive such distributions in proportion to their Percentage Interests.

4. If any assets are distributed in kind, they shall be distributed on the basis of the fair market value of the asset as determined by appraisal.

5. If the Company is liquidated under 26 C.F.R. § 1.704-1(b)(2)(ii)(G), the liquidating distribution shall be made by the later of the end of the Fiscal Year in which liquidation occurs or days after the date of liquidation.

6. The Company shall terminate when all assets have been sold or distributed and all affairs have been wound up.

D. Articles of Dissolution. Within days following dissolution and commencement of winding up, Articles of Dissolution shall be prepared, executed and filed in accordance with the Act.

E. No Obligation to Assignees. The Company shall have no liability or obligation to any Interest Holders other than Members under Section IX-C or otherwise in connection with the dissolution and liquidation of the Company.

X. Indemnification.

A. Indemnification. To the fullest extent permitted by applicable law from time to time in effect:

1. The Company shall indemnify and hold harmless the Manager(s), Members, officers, agents and employees of the Company and their respective Affiliates, against all costs, liabilities, claims, expenses and damages.

2. Each Person who at any time is, or has been, a Member, Manager, officer, agent or employee of the Company shall be indemnified against all Losses actually and reasonably incurred in connection with any pending, threatened or completed action, suit or proceeding.

B. Advancement of Expenses. An Indemnitee shall be entitled to receive advances from the Company to cover the costs of defending any claim, action, suit or proceeding.

C. Rights Not Exclusive; Survival. The rights of an Indemnitee set forth in this Article X shall survive the dissolution of the Company and any Withdrawal Event.

D. Source of Payment. Any amount to which an Indemnitee may be entitled under this Article X shall be paid only out of the assets of the Company and any insurance proceeds available to the Company for such purposes.

XI. Miscellaneous Provisions.

A. Notice. Any notice, demand or communication required or permitted to be given under this Agreement shall be in writing and delivered by hand, courier, facsimile or mail.

B. Books of Accounts and Records.

1. At the expense of the Company, the Members shall maintain at the Company's principal place of business records and accounts of all operations and expenditures of the Company.

a. A current list in alphabetical order of the name and mailing address of each Interest Holder and Manager, both past and present, their facsimile numbers and their respective shares of Net Profits and Net Losses;

b. A copy of the Articles of Organization and all amendments;

c. Copies of the Company's federal, state and local income tax returns and reports for the most recent Fiscal Years;

d. Copies of this Agreement, as in effect from time to time;

e. Any writings or other information with respect to each Member’s obligation to contribute cash, property or services to the Company;

f. Any financial statements of the Company for the most recent Fiscal Years;

g. Minutes of every annual, regular, special and court-ordered meeting of the Members and Manager;

h. Any written consents obtained from the Members for actions taken by Members without a meeting.

2. Upon reasonable advance notice, during normal business hours, any Member or its representatives may inspect and copy the records described above.

3. The Manager shall have the right to keep confidential certain information relating to the Company.

C. Application of Law. This Agreement, and the application or interpretation of it, shall be governed by and in accordance with the laws of applicable to agreements made and fully to be performed in , and specifically the Act.

D. Amendments.

1. Except as otherwise required by this Agreement or the Act, this Agreement may be amended by the affirmative vote of all of the Members.

2. The Manager may modify the provisions of this Agreement without the consent of the Members if necessary to cause the Company to be or continue to be classified as a partnership for federal income tax purposes or to have substantial economic effect.

3. Any amendment that would adversely affect the federal income tax treatment, liabilities, or consent and approval rights of a Member shall require the consent of each affected Member.

E. Amendment by Agreement of Merger. In accordance with Section of the Act, an agreement of merger or consolidation approved by the Members may effect amendments to this Agreement or the adoption of a new operating agreement.

F. Execution of Additional Instruments. Each Member agrees to execute such other and further documents and instruments as necessary to comply with applicable law or otherwise as reasonably requested by the Members.

F. Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa.

G. Headings. The headings in this Agreement are for convenience only.

H. Waivers; Rights and Remedies Cumulative. The failure of any party to pursue any remedy for breach shall not constitute a waiver.

I. Severability. If any provision of this Agreement is invalid, illegal or unenforceable, the remainder shall not be affected.

J. Successors and Assigns. All covenants, terms, provisions and agreements contained in this Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns.

K. Counterparts. This Agreement may be executed in counterparts.

L. Investment Representations.

1. Each Interest Holder acknowledges that the Interest has not been registered under the Securities Act of 1933 or applicable state securities statutes.

2. Each Interest Holder is acquiring the Interest for investment purposes only.

3. Before acquiring the Interest, each Interest Holder investigated the Company and its business.

4. Nothing contained in this Agreement is intended to be construed as an admission that any Interest is a security.

M. No Right to Petition for Dissolution. Each Member irrevocably waives any right to petition for dissolution of the Company under the Act, except as authorized by the Company itself.

N. No Third Party Beneficiaries. No creditor or other third Person shall have any right to compel any actions or payments by the Manager or Members.

O. Manager as Attorney-in-Fact for Members.

1. Each Member irrevocably constitutes and appoints the Manager and each of them as its true and lawful attorney-in-fact, with full power and authority in its name, place and stead, to execute, certify, acknowledge, deliver, file and record at the appropriate public offices:

a. All certificates and other instruments, and any amendment to such instrument, which the Manager deem appropriate to form, qualify or continue the business of the Company as a limited liability company;

b. Any other instrument or document which may be required to be filed by the Company under the laws of any state, or which the Manager deem advisable to file;

c. Any instrument or document, including amendments to this Agreement, which may be required to continue the business of the Company, admit a Member or successor Manager, or dissolve and liquidate the Company.

2. Each Member's appointment of the Manager as its attorney-in-fact shall survive incompetency, Bankruptcy or dissolution of the Member.

P. Entire Agreement. This Agreement, and the Articles of Organization, embodies the entire understanding and agreement between the Members concerning the subject matter of the Agreement and Articles.

WITNESS our signatures as of the day and date first above stated.

Schedule(s) and/or Exhibits