Amended & Restated LLC Operating Agreement

LLC Operating Agreement for PPM for Film.

Part of a bundle of documents relating to a Private Placement Memorandum for Film Production. The instructions and links to all other documents in the bundle can be found here: PPM for Film - Instructions for Subscription Documents

Amended and Restated Limited Liability Company Operating Agreement

of

Your Company LLC

September __, 2007

The Securities represented by this Agreement have not been registered under the Securities Act of 1933, as amended, (the "Securities Act") nor registered nor qualified under any state Securities Laws. Such Securities may not be offered for sale, sold, delivered after sale, transferred, pledged or hypothecated unless qualified and registered under applicable State and Federal Securities Laws or unless, in the opinion of counsel satisfactory to the Company, such qualification and registration is not required. Any transfer of the Securities represented by this Agreement is further subject to other restrictions, terms and conditions which are set forth herein.

Amended and Restated Limited Liability Company Operating Agreement

of

Your Company LLC

This Amended and Restated Limited Liability Company Operating Agreement of Your Company LLC, a Delaware limited liability company (the “Company”), is made and entered into as of this __th day of August, 2007, by and among the persons set forth on Schedule 1 (the “Members”) and Schedule 2 hereto.

W I T N E S S E T H:

Whereas, on June 28, 2007, the Certificate of Formation for the Company, a limited liability company organized under the laws of the State of Delaware, was filed with the Secretary of State of Delaware (the Certificate of Formation, as may be amended from time to time, is hereinafter referred to as the “Certificate”); and

Whereas, in connection with the sale of Class A Units (as defined below) the parties hereto desire to amend and restate the limited liability company operating agreement for the Company to more particularly provide for their respective rights, powers, duties and obligations, and the management, operations and activities of the Company.

Now, Therefore, the Members of the Company do hereby adopt and approve this Agreement as the limited liability company agreement for the Company under the Act on the following terms and conditions:

Article 1
Definitions

The following terms used in this Agreement, unless the context otherwise requires, shall have the meanings specified in this Article 1:

Act” shall mean the Delaware Limited Liability Company Act, Title 6, §§ 18-101 to 18-1109, as in effect in the State of Delaware, or any corresponding provision or provisions of any succeeding or successor law of such state; provided, however, that any amendment to the Act, or any succeeding or successor law, is applicable to the Company only if the Company has elected to be governed by the Act as so amended or by such succeeding or successor law, as the case may be. The term “Act” shall refer to the Act as so amended or to such succeeding or successor law only after the appropriate election by the Company, if made, has become effective.

Affiliate” shall mean, with respect to any Person, another Person who controls, is under the control of, or is subject to common control with respect to such Person. For the purposes of this definition, “control” means the ability or power to direct the activities of another Person, by ownership of voting interests, contract, agency or otherwise. Notwithstanding the foregoing, the Company (or any Person wholly owned (directly or indirectly) by the Company) shall not be deemed an Affiliate of any Member or Manager.

Agreement” shall mean this Limited Liability Company Operating Agreement, as originally executed and as amended, modified or supplemented from time to time. Words such as “herein,” “hereinafter,” “hereof,” “hereto,” “hereby” and “hereunder,” when used with reference to this Agreement, refer to this Agreement as a whole, unless the context otherwise requires.

Capital Account” shall have the meaning set forth in Section 7.5.

Capital Contribution” shall mean the capital contributions made by each of the Members to the Company pursuant to Sections 7.1 and 7.2.

Capital Gain” shall mean any profit or gain from any sale or other dispositions (other than in the ordinary course of business) of Company Property. “Capital Gain” shall include any revaluation gain with respect to Company Property where Company Property is revalued pursuant to paragraph (b)(2)(iv)(f) of section 1.704?1 of the Treasury Regulations.

Capital Loss and Deduction” shall mean any deduction or loss related to any Company Property. “Capital Loss and Deduction” shall include any revaluation loss with respect to Company Property where Company Property is revalued pursuant to paragraph (b)(2)(iv)(f) of section 1.704?1 of the Treasury Regulations and any depreciation, depletion or amortization computed for book purposes with respect to Company Property in accordance with paragraph (b)(2)(iv)(g) of section 1.704?1 or paragraph (d)(2) of section 1.704?3 of the Treasury Regulations.

Class A Holder” shall mean a Person in regard to such Person’s particular Interest in Class A Units. The initial Class A Holders are listed in Schedule 2 under the caption “Class A Holders.

Class A Unit” shall mean an Interest in the Company designated as a Class A Unit of the Company and shall be entitled to the distributions provided for in Article 9.

Class B Holder” shall mean a Person in regard to such Person’s particular Interest in Class B Units. The initial Class B Holders are listed in Schedule 2 under the caption “Class B Holders.

Class B Unit” shall mean an Interest in the Company designated as a Class B Unit of the Company and shall be entitled to the distributions provided for in Article 9.

Class C Holder” shall mean a Person in regard to such Person’s particular Interest in Class C Units. The initial Class C Holders are listed in Schedule 2 under the caption “Class C Holders.

Class C Unit” shall mean an Interest in the Company designated as a Class C Unit of the Company and shall be entitled to the distributions provided for in Article 9.

Class Percentage Interest” shall mean the number of Class A Units, Class B Units, or Class C Units held by a Unit Holder as a percentage of the total issued and outstanding Class A Units, Class B Units or Vested Class C Units, as the case may be, as described in Section 3.5.

Code” shall mean the U.S. Internal Revenue Code of 1986, as amended, or any corresponding provision of any succeeding law.

Company” shall have the meaning set forth in the preamble.

Company Property” shall mean all real and personal property owned by the Company and any improvements thereto, and shall include both tangible and intangible property. “Company Property” shall not include any property of any kind held for sale in the ordinary course of business.

Distributable Cash from Operations” shall mean all cash received by the Company in the operation of the Company’s business (including sales and dispositions of Company Property in the ordinary course of business), less all cash expenditures made by the Company in the operation of the Company’s business, and less the funds set aside or allocated for working capital and reserves reasonably necessary or proper and usual for the Company’s business, taking into account all debts, liabilities and obligations of the Company, all as determined by the Manager. “Distributable Cash from Operations” shall not include Distributable Cash From Sales or Refinancings.

Distributable Cash From Sales or Refinancings” shall mean the net cash proceeds (after taking into account all related expenditures of the Company) from all sales, other dispositions (other than in the ordinary course of business), and refinancings of Company Property, less any portion thereof used to establish reserves, all as determined by the Manager.

Fair Value” means, as applied to any property, securities or assets (other than cash), the fair market value of such property, securities or assets as determined in good faith by the Manager.

Fully-Diluted Percentage Interest” shall mean the number of Class A Units, Class B Units and Vested Class C Units owned by a Unit Holder as a percentage of the total number of issued and outstanding Class A Units, Class B Units and Vested Class C Units, as described in Section 3.5.

Initial Public Offering” means the first underwritten public offering and sale for cash of common equity securities of the Company or any of its subsidiaries pursuant to an effective registration statement on Form S-1 (or any successor form) under the Securities Act of 1933, as amended.

Interest” shall mean with respect to any Person as of any time of determination, such Person’s limited liability company interest in the Company, which includes the number of Units such Unit Holder holds and such Person’s Capital Account balance.

majority in interest of the Members” shall mean the Members holding of a majority of the outstanding Class A Units and Class B Units.

Manager” shall mean the person from time to time designated as the Manager of the Company, until such time as such person ceases to be the Manager of the Company in accordance with this Agreement and the Act. The initial Manager shall be Your Name.

Members” shall mean the Persons admitted as Members on Schedule 1, and any other Person that both acquires an Interest and is admitted to the Company as a Member.

Net Cash From Sales or Refinancings” shall include all principal and interest payments with respect to any note or other obligation received by the Company in connection with the sale or other disposition (other than in the ordinary course of business) of Company Property.

Person” shall mean any person, entity, or other enterprise, including, without limitation, corporations, partnerships, limited liability companies, joint ventures, trusts, governments and other entities.

Secretary of State” shall mean the Secretary of State of the State of Delaware.

Units” shall mean collectively, the Class A Units, Class B Unitsand Class C Units and any other class of units of the Company that are a measure of a Unit Holder’s share of Net Profit and Net Loss of the Company as provided in Article 8.

Unit Holder” shall mean a Person in regard to such Person’s particular Interest in Units.

Unreturned Capital” shall mean, with respect to any Member, the excess of such Member’s aggregate Capital Contributions to the Company over the aggregate amount previously distributed to such Member pursuant to Sections 9.1(b) and 9.1(f).

Vested Class C Units” shall mean, as of any time of determination, Class C Units that have vested as of or prior to such time in accordance with the terms pursuant to which the Class C Units were granted.

Article 2
General Provisions

2.1 Company Name.

The name of the Company is Your Company LLC.

2.2 Registered Office; Agent; Principal Office.

The registered office and statutory agent in Delaware required by the Act shall be as set forth in the Certificate until such time as the registered office or statutory agent is changed in accordance with the Act. The principal office of the Company shall be located atYour Address, City, State Zip. The location of the principal office may be changed to such other place within or outside of the United States, and the Company may have such other offices wherever located, as the Manager may from time to time determine.

2.3 Term.

The term of the Company shall commence on the date the Certificate is filed and recorded in the office of the Secretary of State and continue until the Company is dissolved in accordance with the provisions ofArticle 12.

2.4 Fiscal Year.

The fiscal year of the Company shall be the calendar year unless another fiscal year is otherwise required by the Code.

2.5 Purpose of the Company.

The purpose of the Company isto engage in any lawful activity for which a limited liability company may be organized under the Act.

2.6 Reliance by Third Parties.

Persons dealing with the Company are entitled to rely conclusively upon the power and authority of the Manager as herein set forth.

Article 3
Members; Voting Rights; Meetings of Members

3.1 Members.

Each Person set forth onSchedule 1 shall be a Member of the Company. Unit Holders of Class C Units shall not be Members of the Company and shall have no voting rights.

3.2 Additional Members.

The Manager may admit to the Company additional Members from time to timeby selling additional Units as set forth in Section 6.2.

3.3 Withdrawal.

The Members shall not have the right to withdraw, resign or retire as a Member of the Company, and each shall continue to hold the rights and obligations of a Member under the Act and this Agreement until it ceases to be a Member in accordance with the Certificate or this Agreement.

3.4 Liability.

Except as required under the Act or as expressly set forth in this Agreement, no Member shall be personally liable for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise.

3.5 Class Percentage Interests.

For each Unit Holder there shall be determined a “Class Percentage Interest” and a “Fully-Diluted Percentage Interest” which shall be set forth in Schedule 2, as the same may be modified from time to time in accordance with the express provisions of this Agreement.

3.6 Voting Rights.

Except as otherwise expressly provided in the Certificate or this Agreement, the affirmative vote of a majority in interest of the Members shall constitute the act of the Members. Notwithstanding the foregoing, the affirmative vote of all of the Members shall be required to require or approve additional Capital Contributions by the Members to the Company pursuant to Section 7.2 hereof.

3.7 Record Date.

In order that the Company may determine the Members of record entitled to notices of any meeting or to vote, or entitled to receive any distribution or to exercise any rights in respect of any other lawful action, the Manager, or Members representing a majority in interest of the Members, may fix, in advance, a record date that is not more than sixty (60) days nor less than ten (10) days prior to the date of the meeting and not more than sixty (60) days prior to any other action. If no record date is fixed:

(a) The record date for determining the Members entitled to notice of or to vote at a meeting of the Members shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b) The record date for determining the Members entitled to give consent to action in writing without a meeting shall be the day on which the first written consent is given.

(c) The record date for determining the Members for any other purpose shall be at the close of business on the day on which the Manager adopts the resolution relating thereto, or the date sixty (60) days prior to the date of the other action, whichever is later.

(d) The determination of the Members of record entitled to notice of or to vote at a meeting of the Members shall apply to any adjournment of the meeting unless the Manager or the Members who called the meeting fix a new record date for the adjourned meeting, but the Manager or the Members who called the meeting shall fix a new record date if the meeting is adjourned for more than forty-five (45) days from the date set for the original meeting.

3.8 Place of Meetings.

All meetings of the Members shall be held at the principal executive office of the Company or at such other place as may be determined by the Manager.

3.9 Meetings of Members.

(a) No regular meetings of the Members are required to be held. A meeting of the Members may be called by (i) the Manager, (ii) any Members beneficially holding more than 25% of the issued and outstanding Class A Units for the purpose of addressing any matters on which the Members may vote, or (iii) any Members beneficially holding more than 25% of the Class B Units for the purpose of addressing any maters on which the Members may vote. The Manager shall give notice of such meeting to the Members in accordance with Section 14.5 hereof.

(b) Whenever the Members are required or permitted to take any action at a meeting, the Manager shall give a notice of the meeting not less than thirty-five (35) days nor more than sixty (60) days before the date of the meeting to each Member entitled to vote at the meeting. The notice shall state the place, date and hour of the meeting and the general nature of the business to be transacted. No other business may be transacted at such meeting. Any action approved at a meeting, other than by unanimous approval of the Members entitled to vote, shall be valid only if the general nature of the proposal so approved was stated in the notice of the meeting.

(c) Upon written request given to the Manager by any Members entitled to call a meeting of the Members, the Manager shall, within twenty (20) days after receipt of the request, give a notice of the meeting in accordance with Section 3.9(b) hereof to the Members entitled to vote. If the notice is not given within twenty (20) days after receipt of the request, the Members entitled to call the meeting may give the notice.

(d) When a meeting of the Members is adjourned to another time or place, except as otherwise provided in this Agreement, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Members may transact any business that may have been transacted at the original meeting. If the adjournment is for more than forty-five (45) days or if, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member of record entitled to vote at the meeting.

(e) Members may participate in a meeting through the use of conference telephones or similar communications equipment as long as all of the Members participating in the meeting can hear one another. Such participation in a meeting constitutes presence in person at such meeting.

(f) The use of proxies in connection with meetings of and voting by the Members shall be permitted.

3.10 Quorum.

The Members holding a majority of the issued and outstanding Units represented in person or by proxy shall constitute a quorum at a meeting of the Members. The Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the loss of a quorum, if any action taken after loss of a quorum, other than adjournment, is approved by the requisite Fully-Diluted Percentage Interests of the Members. In the absence of a quorum, any meeting of the Members may be adjourned from time to time by the Manager or by the vote of a majority in interest of the Members represented either in person or by proxy.

3.11 Waiver of Notice.

The actions taken at any meeting of the Members, however called and noticed, and wherever held, shall have the same validity as if taken at a meeting duly held after regular call and notice if a quorum is present either in person or by proxy and if, either before or after the meeting, each Member entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or approves the minutes of the meeting. The waiver, consent or approval need not specify either the business to be transacted or the purpose of the meeting of the Members. All such waivers, consents and approvals shall be filed with the records of the Company and made a part of the minutes of the meeting. Attendance of a Member at a meeting shall constitute a waiver of notice of such meeting except when the Member objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting but not so included if such objection is expressly made at the meeting.

3.12 Action by Members Without a Meeting.

Any action that may be taken at a meeting of the Members may be taken without a meeting, and without notice except as hereinafter set forth, if a consent in writing, setting forth the action so taken, is signed by the Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. All such consents shall be filed with the records of the Company. Unless the consents of all Members entitled to vote have been solicited in writing, the Manager shall give prompt notice of the taking of any action approved by the Members without a meeting by less than unanimous written consent to the Members entitled to vote who have not consented in writing. Any Member giving a written consent may revoke the consent by a written revocation received by the Manager prior to the time that written consents of the Members having the requisite number of votes required to authorize the proposed action have been filed with the Manager, but may not do so thereafter. Such revocation shall be effective upon its receipt by the Manager.

3.13 Transactions with the Company.

Subject to any limitations set forth in this Agreement and with the prior approval of the Manager, a Member, including the Manager,may lend money to, and transact other business with, the Company. Subject to other applicable law, such Member has the same rights and obligations with respect to such transactions as a person who is not a Member.

3.14 Remuneration to Members.

Except as otherwise authorized in, or pursuant to, this Agreement, no Member or Manager, except a Member or Manager acting in the capacity of an officer, employee or independent contractor of the Company, is entitled to remuneration for acting with respect to the Company business.

3.15 Members Are Not Managers or Agents.

Pursuant to Section 4.1 and the Certificate, the management of the Company is vested exclusively and solely in the Manager. The Members shall have no power to participate in the management of the Company, except as expressly authorized by this Agreement or the Certificate and except as expressly required by the Act. Unless expressly and duly authorized in writing to do so by the Manager, no Member shall have any power or authority to bind or act on behalf of the Company in any way, to pledge its credit or to render it liable for any purpose, nor can any Member in such capacity bind or execute any instrument on behalf of the Company. Nothing in this Section 3.15 shall be deemed to limit or restrict the authority or power of a Manager who or which is also a Member.

Article 4
Management and Operations

4.1 Manager.

Subject to the provisions of the Act and any limitations in the Certificate and this Agreement, the business of the Company shall be managed and all its powers shall be exercised by or under the direction of one (1) Manager.The Manager may, but need not be, a Member. The Manager may, but need not, be a natural person. The initial Manager shall be Your Name.

4.2 Term.

The Manager shall hold office until his or her death, withdrawal or removal as provided herein, declaration of bankruptcy under the laws of any jurisdiction, mental incompetence adjudged by a court of competent jurisdiction or conviction by any court of any felony or any misdemeanor involving moral turpitude.

4.3 Continuation of Member Status.

The resignation or removal of the Manager who is also a Member shall not affect the Manager’s rights as a Member and shall not constitute withdrawal of a Member.

4.4 Responsibility of Manager.

(a) The Manager shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member unless the loss or damage is caused by fraud, willful misconduct, gross negligence, intentional violation of law, or breach of this Agreement by the Manager.

(b) In performing his, her or its duties, the Manager shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, of the following persons unless the Manager has knowledge concerning the matter in question that would cause such reliance to be unwarranted and provided that the Manager acts in good faith and after reasonable inquiry when the need therefor is indicated by the circumstances:

(i) any officer, employee or other agent of the Company whom the Manager reasonably believes to be reliable and competent in the matters presented; or

(ii) any attorney, independent accountant or other person as to matters which the Manager reasonably believes to be within such person’s professional or expert competence.

(c) The Manager shall devote such time, effort and skill to the business and affairs of the Company as in the judgment of the Manager may be reasonably required for the operation of the Company.

4.5 Authority of the Manager.

Subject to the provisions of this Agreement, the Manager shall have the power and authority on behalf and in the name of the Company to carry out any and all of the objectives and purposes of the Company set forth in Section 2.5 and to perform all acts and enter into and perform all contracts and other undertakings which the Manager may deem necessary or advisable or incidental thereto, including, without limitation, the power and authority to:

(a) enter into, make and perform all such contracts and other undertakings and engage in all such activities and transactions, as the Manager may deem necessary or advisable for the carrying out of the objects and purposes of the Company;

(b) establish, maintain and close accounts with financial institutions, in such amounts that the Manager may deem necessary, and to draw checks or other orders against such accounts for the payment of monies;

(c) purchase and maintain, at the Company’s expense, liability and other insurance as the Manager may determine;

(d) employ or engage at the expense of the Company such agents, employees, managers, accountants, attorneys, consultants, contractors and other persons necessary or appropriate to carry out the business and affairs of the Company whether or not such Persons so employed are Affiliates of the Manager;

(e) pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or settle, any obligation, suit, liability, cause of action or claim, including tax audits, either in favor of or against the Company;

(f) determine the appropriate accounting method or methods to be used by the Company and to make any election on behalf of the Company that is or may be permitted under the Code and supervise the preparation and filing of all tax and information returns that the Company may be required to file;

(g) do any and all acts on behalf of the Company, and exercise all rights of the Company, with respect to its direct or indirect interest in any Person consistent with the terms of this Agreement;

(h) determine the amount and timing of distributions and payments to the Members in accordance with Article 9 hereof;

(i) cause the Company to establish and maintain reserves in respect of the liabilities and obligations of the Company in such amounts as the Manager may deem reasonably necessary or advisable, and use any amounts available to the Company (including, without limitation, payments of Capital Contributions, dividends, interest income and revenue from operations of the Company’s business and proceeds from sales, other dispositions and refinancings by the Company of Company Property) to fund such reserves;

(j) invest funds on a temporary or short term basis pending utilization in the Company’s business or distribution to Members in such manner as the Manager shall deem prudent and in the best interests of the Company;

(k) make, execute, assign, acknowledge, file and deliver any and all documents or instruments and amendments thereto, and to take any and all other actions, that the Manager may deem appropriate to carry out the purposes and business of the Company as set forth herein, on such terms and subject to such conditions that the Manager deems appropriate; and

(l) act for and on behalf of the Company in all matters incidental to the foregoing.

4.6 Management Compensation and Expenses.

(a) The Manager shall receive such compensation for the Manager’s services hereunder as agreed upon by the Manager and a majority in interest of the Members. The initial Manager, Your Name, shall receive compensation in the amount of $7,000 per month and may receive additional bonuses and benefits as agreed upon by the Manager and a majority in interest of the Members.

(b) The Manager shall be reimbursed for expenses incurred by the Manager on behalf of the Company.

(c) All expenses of, or relating to, the Company, shall be paid by the Company, including without limitation, the following expenses:

(i) fees and costs of organizing and syndicating the Company (including fees and expenses of counsel);

(ii) negotiations with prospective investors and members;

(iii) amendments and modifications to the organizational documents of the Company;

(iv) insurance and extraordinary expenses;

(v) any federal, state, local or other taxes of the Company;

(vi) fees and expenses of independent public accountants, counsel, consultants and other professionals rendering special services to the Company (including preparation of Company audits and tax returns); and

(vii) fees, costs and expenses associated with litigation brought against the Company, any Manager or a member, employee or manager of any Manager relating to such person’s or entity’s involvement with the Company.

4.7 Manager May Participate in Other Activities.

The Manager, either individually or with others, shall have the right to participate in other business activities and ventures of every kind, whether or not such other business activities or ventures compete with the Company. The Manager shall have no obligation to offer to the Company or to the Members any opportunity to participate in any such other business activity or venture. Neither the Company nor the Members shall have any right to any income or profit derived from any such other business activity or venture of the Manager.

4.8 Transactions between the Company and theManager.

The Manager may, and may cause or allow his/her/its Affiliates to, engage in any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service, or the establishment of any salary, other compensation or other terms of employment) with theCompany so long as such transactions are not expressly prohibited by this Agreement and so long as the terms and conditions of such transactions represent fair market terms and conditions and are reasonable to the Company and are at least as favorable to the Company as those that are generally available from Persons capable of similarly performing them and in similar transactions between parties operating at arms’ length. If all of the Members having no interest in such transaction (other than their interests as Members) agree that the transactions represent fair market terms, and affirmatively vote or consent in writing to approve the transaction, then the transaction between the Manager or its Affiliates, on the one hand, and the Company, on the other hand, shall be conclusively determined to constitute a transaction on terms and conditions, on an overall basis, fair and reasonable to the Company and at least as favorable to the Company as those generally available in a similar transaction between parties operating at arms’ length.

4.9 Acts Furthering Manager’s Interest.

The Manager does not violate a duty or obligation under the Act or this Agreement based on the fact that such Manager’s conduct furthers the Manager’s or an Affiliate’s own interest. By way of example, but without limiting the foregoing provision, the Manager may vote or make an election, or decide whether to approve or disapprove, an act or transaction of the Company based upon the effect that such act or transaction would have upon the interests of such Manager or an Affiliate outside the Company.

4.10 Withdrawal and Removal of Manager.

(a) The Manager may voluntarily withdraw from his/her/its position as a Manager of the Company effective upon giving thirty (30) days written notice to the Members, unless the notice specifies a later time for the effectiveness of such withdrawal.

(b) Subject to the provisions of subsection (c) below, the Members holding a majority of the issued and outstanding Units (other than the Manager to be removed) may remove the Manager upon not less than thirty (30) business days’ prior written notice in the event that the Manager shall have committed fraud, gross negligence, willful misconduct, intentional violation of law or breach of this Agreement with respect to the Company.

(c) Upon the provision of notice to the Manager of the Members’ decision to remove the Manager under Section 4.10(b) hereof, or upon the Manager’s withdrawal, the Members holding a majority of the issued and outstanding Units (other than the Manager to be removed) shall promptly select a new Person to act as a Manager of the Company. The Manager shall be admitted to the Company as a Manager on such terms as they may jointly agree; provided however, that no such terms shall conflict with the provisions of this Agreement affecting the rights of the former Manager. Effective immediately upon the admission of such new Person as the Manager of the Company, the existing Manager being removed or withdrawing from the position of Manager shall cease to be a Manager of the Company; provided however, that such former Manager shall thereafter be entitled to receive the same reports as are thereafter provided to the Members holding the same class of Units as the former Manager, and shall have the right to receive payment with respect to such Manager’s Units as provided for herein. The Company shall not be dissolved by the removal and replacement of a Manager in accordance with the foregoing provisions of this Agreement.

4.11 Limited Liability.

No person who is a Manager of the Company shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation or liability of the Company, whether that liability of obligation arises in contract, tort or otherwise, solely by reason of being a Manager of the Company.

Article 5
OFFICERS

5.1 Appointment of Officers.

The Manager may appoint officers at any time. The officers of the Company, if deemed necessary by the Manager, may include a chief executive officer, president, vice president, secretary, and chief financial officer. The officers shall serve at the pleasure of the Manager, subject to all rights, if any, of an officer under any contract of employment. Any individual may hold any number of offices. No officer need by a resident of the State of Delaware or citizen of the United States. If the Manager is not an individual, such Manager’s officers may serve as officers of the Company if elected by the Manager. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the Manager.

5.2 Removal, Resignation and Filling of Vacancy of Officers.

Subject to the rights, if any, of an officer under a contract of employment, any officer may be removed, either with or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to the Manager. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filed in the manner prescribed in this Agreement for regular appointments to that office.

5.3 Salaries of Officers.

The salaries of all officers and agents of the Company shall be determined by the Manager.

5.4 Duties and Powers of the Chief Executive Officer.

The chief executive officer, if such an officer be appointed, shall, if present, preside at meetings of the Members, and exercise and perform such other powers and duties as may be from time to time assigned to the chief executive officer by the Manager or prescribed by this Agreement. The chief executive officer shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Members and the Manager are carried into effect. If there is no president, the chief executive officer of the Company shall have the powers and duties prescribed in Section 5.5.

5.5 Duties and Powers of the President.

The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Manager or this Agreement. If there is no chief executive officer, the president of the Company shall be the chief executive officer of the Company.

The president shall execute bonds, mortgages and other contracts, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.

5.6 Duties and Powers of Vice President.

The vice president, or if there shall be more than one, the vice presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager by resolution may from time to time prescribe.

5.7 Duties and Powers of Secretary.

The secretary shall attend all meetings of the Manager and all meetings of the Members, and shall record all the proceedings of the meetings in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, and the secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his or her signature. TheManager may give general authority to any other officer to affix the seal of the Company, if any, and to attest the affixing by his or her signature.

The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by resolution of the Manager, a register, or a duplicate register, showing the names of all Members and their addresses, their number and class of Units, the Class Percentage Interests and their Fully-Diluted Percentage Interests, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation. The secretary shall also keep all documents described in Section 10.1 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.

If the Manager chooses to appoint an assistant secretary or assistant secretaries, the assistant secretaries, in the order of their seniority, in their absence, disability or inability to act of the secretary, shall perform the duties and exercise the powers of the secretary, and shall perform such other duties as the Manager from time to time prescribes.

5.8 Duties and Powers of Chief Financial Officer.

The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, and Units.

The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager.

The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager, taking proper vouchers for such disbursements, and shall render to the president and the Manager, at their regular meetings, or when Members so require, at a meeting of the members an account of all his or her transactions as treasurer and of the financial condition of the Company.

The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibility of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.

If the Manager chooses to elect an assistant treasurer or assistant treasurers, the assistant treasurers in the order of their seniority shall, in the absence, disability or inability to act of the chief financial officer, perform the duties and exercise the powers of the chief financial officer, and shall perform such other duties as the Manager shall from time to time prescribe.

Article 6
authorization and issuance of units

6.1 Authorized Units.

The total number of Units which the Company has authority to issue shall be determined by the Manager from time and shall initially consist of 8,125 Units, of which 3,250 shall be Class A Units, 4,225 shall be Class B Units and 650 shall be Class C Units.

6.2 Issuance of Units.

(a) The number of Class A Units, Class B Units and Class C Units issued to each Class A Holder, Class B Holder and Class C Holder, respectively, shall be set forth opposite such Class A Holder’s name, Class B Holder’s or Class C Holder’s name in Schedule 2 under the heading “Class A Units,” “Class B Units,” and “Class C Units” respectively.

(b) Additional Class A Units may be sold and issued by the Company upon approval of the Manager and on terms deemed by the Manager to be in the best interests of the Company and the Members. The offer and sale of additional Class A Units shall not require the consent of any Member.

(c) The Company may issue up to 325 Class C Units to officers, employees, consultants and advisors from time to time as determined by the Manager in its sole discretion, pursuant to such purchase agreements required to be executed by any such employees, consultants and advisors in order to become Class C Holders. The issuance of Class C Units shall not require the consent of any Member.

(d) Any new Class A Holder and Class C Holder shall be, upon execution and delivery of a counterpart signature page to this Agreement and the acceptance thereof by the Company, a Class A Holder and Class C Holder, respectively, for all purposes under this Agreement, with all of the rights and obligations of a Class A Holder and Class C Holder, respectively, and thereupon Schedule 2 hereto shall be automatically amended without further action on the part of any of the parties to reflect the purchase of Class A Units and Class C Units, respectively, and the relative Class Percentage Interests and Fully-Diluted Percentage Interests set forth on Schedule 2 shall automatically be proportionally adjusted and amended to reflect such issuance without further action on the part of the Manager or the Members.

(e) The Class C Units shall be granted in exchange for services provided to the Company and its subsidiaries and are intended to be “profits interests” for U.S. federal income tax purposes. Each Class C Unit shall have a Distribution Threshold (as defined below) and the holders of Class C Units will be eligible to receive distributions with respect thereto to the extent provided in Section 9.1, including Section 9.1(g). “Distribution Threshold” means (i) with respect to the Class C Units issued on or before the date hereof, $0, and (ii) with respect to any other Class C Unit, an amount specified by the Manager at the time of its issuance; provided, that in no event shall the Distribution Threshold with respect to any Class C Units, upon their issuance, be less than the amount of distributions to which such Class C Unit would be entitled (if its Distribution Threshold were $0) under Section 9.1(b)(v) hereof if, immediately after the issuance of such Class C Unit, all the assets of the Company were sold for their respective Fair Values, the liabilities of the Company were paid in full, and the remaining proceeds were distributed in accordance with Sections 9.1(b). The intent of this Section 6.2(e) is to ensure that all Class C Units issued qualify as “profits interests” under Revenue Procedure 93-27, I.R.B. 1993-24 and Revenue Procedure 2001-43, I.R.B. 2001-34 and this Section 6.2(e) and other provisions of this Agreement shall be interpreted and applied consistently therewith. Each recipient of a Class C Unit (whether issued on or after the date hereof) agrees, if so requested by the Manager, or any member thereof, to timely and properly make an election under Section 83(b) of the Code with respect to each Class C Unit receivedwhich is subject to vesting or repurchase or with respect to which such an election may otherwise be made. The Manager may issue Class C Units on such terms and conditions (including vesting and forfeiture provisions) as the Manager determines in good faith.

(f) No additional Class B Units may be sold or issued by the Company.

(g) Notwithstanding the foregoing, substitute Members may only be admitted in accordance with Article 13.3.

6.3 Repurchase of Units.

Subject to any restrictions imposed by the Act and applicable law, the Company, upon approval of the Manager, may repurchase, redeem or otherwise reacquire any Units. If any Units are repurchased, redeemed or otherwise reacquired by the Company, such Units shall be cancelled and returned to authorized but unissued Units.

6.4 Certificates.

All Units issued hereunder shall be uncertified; provided that the Manager may approve a specimen form of certificate and issue to the Members such certificates specifying the number and type of Units held by each such Member.

6.5 Unit Ownership Ledger.

The Company shall create and maintain a ledger (the “Unit Ownership Ledger”) setting forth the name of each Unit Holder and Member and the number of each class of Units held by each such Unit Holder and Member. Upon any change in the number of ownership of outstanding Units (whether upon an issuance of Units, a transfer of Units, a cancellation of Units or otherwise), the Company shall amend and update the Unit Ownership Ledger and shall deliver a copy of such updated ledger to each holder of Units upon request. Absent manifest error, the ownership interests recorded on the Unit Ownership Ledger shall be conclusive record of the Units that have been issued and outstanding.

Article 7
Capital Contributions; Capital accounts

7.1 Capital Contributions.

Effective as of the date of this Agreement, each Class A Holder, Class B Holder and Class C Holder, respectively, shall have paid in cash, cancellation of indebtedness or other form of consideration, to the Company the amount set forth opposite such Class A Holder’s name, Class B Holder’s name or Class C Holder’s name in Schedule 2 under the heading “Capital Contribution.

7.2 Additional Capital Contributions.

(a) If all of the Members determine at any time in accordance with Section 3.6 hereof that the Company requires additional funds to enable the Company to carry on its business, satisfy its obligations, pay its debts and expenses, or discharge its liabilities, the Class A Holders shall contribute to the capital of the Company as additional Capital Contributions in cash the total amount of funds so determined by all of the Members to be needed. All additional Capital Contributions required to be made by the Class A Holders pursuant to this Section shall be made pro rata in accordance with the Class Percentage Interests of such Class A Holders. If all of the Members so determine that any additional Capital Contribution is required to be made pursuant to this Section, the Manager shall give a notice to theClass A Holders that an additional Capital Contribution is required, which shall state the total amount of such additional Capital Contribution (and each Class A Holder’s share thereof) and briefly describe the purpose of such additional Capital Contribution. Each Class A Holder shall, within thirty (30) days after such notice is given, contribute in cash to the Company such Class A Holder’s share of the additional Capital Contribution stated in such notice. Upon receipt of each such additional Capital Contribution, the Company shall credit each Class A Holder’s Capital Account with the amount of such Class A Holder’s additional Capital Contribution.

(b) If a Class A Holder shall default in respect of its obligation to pay its portion of any additional Capital Contribution approved pursuant to Section 7.2(a), when such payment shall be due, and such default shall not be cured within sufficient time for the Company to be reasonably able to cure any payment default it may have, then, at the election of the Manager, by written notice to the defaulting Class A Holder during the continuance of such default, in addition to any other remedies the Company has to obtain such payment, the Manager, on behalf of the Company, may elect to do any or all (or none) of the following:

(i) set off any amounts owed to the defaulting Class A Holder, or

(ii) compulsorily redeem the defaulting Class A Holder’s interest for an amount equal to the lesser of: (A) 50% of such Class A Holder’s total Capital Contributions to the Company less the amount of all prior distributions made to such Class A Holder and (B) such Class A Holder’s Capital Account; provided, that such payments shall be made at the time such Class A Holder would have been entitled to a distribution under Section 9.1 (if such Class A Holder had not defaulted) or at such other time as the Manager may elect.

7.3 Withdrawal of Capital Contributions.

No Member shall have the right to withdraw all or any part of its Capital Contribution from the Company. Each Member, irrespective of the nature of its Capital Contribution, shall have the right to demand and receive only cash in return for its Capital Contribution, unless the Members shall have unanimously agreed that any Member may receive a distribution in kind.

7.4 No Interest on Capital Contributions.

No interest shall be payable on or with respect to the Capital Contributions or Capital Accounts of the Members.

7.5 Capital Accounts

(a) A single capital account (“Capital Account”) shall be maintained for each Unit Holder (regardless of the class of interests owned by such Holder and regardless of the time or manner in which such interests were acquired) in accordance with the capital accounting rules of section 704(b) of the Code, and the regulations thereunder (including without limitation section 1.704?1(b)(2)(iv) of the Treasury Regulations). In general, under such rules, a Unit Holder’s Capital Account shall be:

(i) increased by (A) the amount of money contributed by the Unit Holder to the Company (including the amount of any Company liabilities that are assumed by such Unit Holder other than in connection with distribution of Company Property, (B) the fair market value of property contributed by the Unit Holder to the Company (net of liabilities secured by such contributed property that under section 752 of the Code the Company is considered to assume or take subject to), and (C) allocations to the Unit Holder of the Company income and gain (or item thereof), including income and gain exempt from tax; and

(ii) decreased by (A) the amount of money distributed to the Unit Holder by the Company (including the amount of such Member’s individual liabilities that are assumed by the Company other than in connection with contribution of property to the Company), (B) the fair market value of property distributed to the Unit Holder by the Company (net of liabilities secured by such distributed property that under section 752 of the Code such Unit Holder is considered to assume or take subject to), (C) allocations to the Unit Holder of expenditures of the Company not deductible in computing its taxable income and not properly chargeable to capital, and (D) allocations to the Unit Holder of Company loss and deduction (or item thereof).

(b) Where section 704(c) of the Code applies to Company Property or where Company Property is revalued pursuant to paragraph (b)(2)(iv)(f) of section 1.704?1 of the Treasury Regulations, each Unit Holder’s Capital Account shall be adjusted in accordance with paragraph (b)(2)(iv)(g) of section 1.704?1 or paragraph (d)(2) of section 1.704?3 of the Treasury Regulations as to allocations to the Members of depreciation, depletion, amortization and gain or loss, as computed for book purposes with respect to such property.

(c) When Company Property is distributed in kind (whether in connection with liquidation and dissolution or otherwise), the Capital Accounts of the Unit Holders shall first be adjusted to reflect the manner in which the unrealized income, gain, loss and deduction inherent in such property (that has not been reflected in the Capital Account previously) would be allocated among the Unit Holders if there were a taxable disposition of such property for the fair market value of such property (taking into account section 7701(g) of the Code) on the date of distribution.

(d) In the event of a Transfer of all or any portion of a Unit Holder’s interest, the Capital Account of any transferee shall include the appropriate portion of the Capital Account of the Unit Holder from which the transferee’s interest in the Company was obtained.

(e) It is intended that the Capital Accounts of the Unit Holders shall be determined and maintained throughout the term of the Company in accordance with, and shall be adjusted as may be required under, the Treasury Regulations promulgated under section 704 of the Code. The foregoing provisions of this Section 7.5 and certain other provisions of this Agreement are intended to comply with said Treasury Regulations and shall be interpreted and applied in the manner consistent with said Regulations. If the Manager determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto, are computed in order to comply with said Treasury Regulations, the Manager may make such modification.

7.6 Loans by Members to Company.

No Member shall be obligated or have the right to loan money to the Company. Any loan by a Member to the Company approved by the Manager shall be separately entered on the books of the Company as a loan to the Company and not as a Capital Contribution, shall bear interest at such rate as may be agreed upon by the lending Member and approved by the Manager, and shall be evidenced by a promissory note duly executed by the Manager on behalf of the Company and delivered to the lending Member.

Article 8
Allocation of Profits and Losses and Distributions

8.1 Allocations.

Each Unit Holder’s distributive share of the Company’s total income, gain, loss, deduction or credit (or items thereof), which total shall be as shown on the annual federal income tax return prepared by or at the direction of the Manager or as finally determined by the United States Internal Revenue Service or the courts, and as modified by the capital accounting rules of section 704(b) of the Code and the Treasury Regulations thereunder, as implemented by Section 7.5 hereof, as applicable, shall be determined as follows:

(a) Except as otherwise provided in this Section 8.1, items of income and gain (other than Capital Gain) shall be allocated to the Unit Holders in a cumulative amount hereunder equal to the cumulative amount of distributions previously made (or concurrently being made) to such Unit Holders pursuant to Section 9.1(b) hereof (other than with respect to any distributions under such Section which represents a return of previously contributed capital), and as amongst such Unit Holders, in proportion to the amounts so previously or concurrently distributed which do not represent a return of previously contributed capital). In the event the cumulative amount of items of income and gain available for allocation under this Section 8.1(a) exceeds the amount required to be allocated pursuant to this Section 8.1(a), such excess shall be allocated in accordance with Section 8.1(b).

(b) Except as otherwise expressly provided in this Agreement, including Section 8.1(a) and Section 8.1(c) hereof, Capital Gain, Capital Loss and Deduction and, to the extent necessary, individual items of income, gain, loss or deduction of the Company not otherwise specially allocated hereunder, shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after making such allocation, is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made to such Member pursuant to Section 9.1(c) if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their book value (determined in accordance with Section 704(b) of the Code, as implemented by Section 7.5 hereof), all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the book value of the assets securing such liability), and the net assets of the Company were distributed in accordance with Section 9.1(c) to the Members immediately after making such allocation, minus (ii) such Member’s share of “minimum gain” and “partner nonrecourse debt minimum gain,” each as defined under section 1.704-2 of the Treasury Regulations, computed immediately prior to the hypothetical sale of assets.

(c) Regulatory Allocations. The following provisions (“Regulatory Allocations”) are intended to comply with certain regulatory requirements for allocations set forth in section 704(b) of the Code. It is the intent and understanding of the parties that the allocations required by this Section 8.1(c) will be offset by future, offsetting allocations pursuant to this Section 8.1(c):

(i) Limitation. Notwithstanding anything in this Section 8.1 to the contrary, items of loss and deduction allocated to any Member pursuant to this Section 8.1 with respect to any taxable year shall not exceed the maximum amount of such items that can be so allocated to such Member without causing such Member to have a deficit balance in its Capital Account in excess of the amount of such Member’s obligation, if any, to restore such deficit Capital Account, computed in accordance with the rules of section 1.704?1(b)(2)(ii)(d) of the Treasury Regulations. Any such items of loss or deduction in excess of the limitation set forth in the preceding sentence shall be allocated to those Unit Holders who would not be subject to such limitation, proportionately in accordance with their Fully-Diluted Percentage Interests.

(ii) Minimum Gain Chargeback. Notwithstanding anything to the contrary in this Section 8.1, if there is a net decrease in “Minimum Gain” or “Partner Nonrecourse Debt Minimum Gain” (as such terms are defined in sections 1.704?2(b) and 1.704?2(i)(2) of the Treasury Regulations) during a taxable period of the Company, then each Member shall be allocated items of income and gain for such year (and, if necessary, for subsequent years) in the manner provided in section 1.704?2 of the Treasury Regulations.

(iii) Qualified Income Offset. Subject to the provisions of Section8.1(c)(ii), but otherwise notwithstanding anything to the contrary in this Section 8.1, if any Member’s Capital Account has a deficit balance in excess of such Member’s obligation to restore its Capital Account balance, computed in accordance with the rules of paragraph (b)(2)(ii)(d) of section 1.704?1 of the Treasury Regulations, then sufficient amounts of income and gain (consisting of a pro rata portion of each item of Company income, including gross income, and gain for such year) shall be allocated to such Member in an amount and manner sufficient to eliminate such deficit as quickly as possible.

(iv) Effect of Special Allocations on Subsequent Allocations. Any special allocation pursuant to Sections8.1(c)(i) and 8.1(c)(iii) hereof shall be taken into account in computing subsequent allocations of income and gain pursuant to this Section 8.1 so that the net amount of all such allocations to each Member shall, to the extent possible, be equal to the net amount that would have been allocated to each such Member pursuant to the provisions of this Section 8.1 if such special allocations had not occurred. It is anticipated that all allocations pursuant to Section 8.1(c)(v) will be offset by allocations pursuant to Section 8.1(c)(ii) hereof. To the extent the Manager reasonably determine that any amount allocated pursuant to Section 8.1(c)(v) hereof is unlikely to be offset by a countervailing allocation of income from Section 8.1(c)(ii) hereof, then so much of such allocation as the Manager has determined is unlikely to be offset shall also be taken into account in computing subsequent allocations of income and gain pursuant to this Section 8.1 so that the net amount of all such Regulatory Allocations shall, to the extent possible, equal the net amount that would be allocated to such Member if such provisions had not been part of this Agreement.

(v) Nonrecourse Debt. Items of deduction and loss attributable to “partner nonrecourse debt” within the meaning of section 1.704?2(b)(4) of the Treasury Regulations shall be allocated to the Unit Holders bearing the economic risk of loss with respect to such debt in accordance with section 1.704?2(i)(1) of the Treasury Regulations. Items of deduction and loss attributable to “nonrecourse liabilities” of the Company within the meaning of section 1.752?1 of the Treasury Regulations shall be allocated to the Unit Holders in proportion to their respective Fully-Diluted Percentage Interests.

8.2 State and Local Items.

Items of income, gain, loss, deduction, credit and tax preference for state and local income tax purposes shall be allocated to and among the Unit Holders in a manner consistent with the allocation of such items for federal income tax purposes in accordance with the foregoing provisions of Section 8.1.

8.3 Allocation Solely for Tax Purposes.

In determining each Member’s allocable share of the taxable income or loss of the Company, depreciation, depletion, amortization and gain or loss with respect to any contributed property, or with respect to revalued property where the Company’s property is revalued pursuant to section 1.704?1(b)(2)(iv)(f) of the Treasury Regulations, shall be allocated to the Unit Holders under the traditional method as provided under section 1.704?3(b) of the Treasury Regulations. The foregoing allocation is required to be made solely for tax purposes and shall not affect any Member’s Capital Account.

8.4 Valuation of Assets.

The value of any assets shall be valued initially at cost, with subsequent adjustments to values which reflect fair market value as reasonably determined by the Manager (and as reviewed by the Company’s independent certified public accountants).

8.5 Determination by Manager of Certain Matters.

All matters concerning the valuation of any assets of the Company, the determination and allocation of income gain, loss, deduction and credit hereunder, the maintenance of Capital Accounts and any accounting procedures, not specifically and expressly provided for by the terms of this Agreement, shall be determined in good faith, on a consistent basis, and with a view to the furtherance of the objects and purposes of the Company, by the Manager, whose reasonable determination shall be final and conclusive as to all the Unit Holders.

Article 9
Distributions

9.1 Distributions.

(a) The Manager may, at its election, make any distributions in accordance with this Section 9.1 in any fiscal year, and shall make the distributions required by Sections 9.1(e) and 9.1(f), below.

(b) Prior to dissolution, all Distributable Cash from Operations, whether distributed by the Manager at Manager’s election pursuant to Section 9.1(a) above or as required by Section 9.1(e) below, shall (except as expressly required by Section 9.1(g)) be distributed in the following order and priority:

(i) first, to the Class A Holders who contributed the first $80,000 (the “Initial Class A Holders”) (in the proportion that each such Initial Class A Holder’s Unreturned Capital with respect to Class A Units bears to the aggregate amount of Unreturned Capital with respect to the Class A Units held by all Initial Class A Holders), until such Initial Class A Holders shall have received a 50% cumulative preferred return in respect of their Unreturned Capital;

(ii) second, to the Initial Class A Holders (in the proportion that each such Initial Class A Holder’s Unreturned Capital with respect to Class A Units bears to the aggregate amount of Unreturned Capital with respect to the Class A Units held by the Initial Class A Holders), until the aggregate amount of Unreturned Capital with respect to such Initial Class A Holders has been reduced to zero;

(iii) third, to the Class A Holders, other than the Initial Class A Holders (the “Remaining Class A Holders”) (in the proportion that each such Remaining Class A Holder’s Unreturned Capital with respect to Class A Units bears to the aggregate amount of Unreturned Capital with respect to the Class A Units held by all Remaining Class A Holders), until such Remaining Class A Holders shall have received a 20% cumulative preferred return in respect of their Unreturned Capital;

(iv) fourth, to the Remaining Class A Holders (in the proportion that each such Remaining Class A Holder’s Unreturned Capital with respect to Class A Units bears to the aggregate amount of Unreturned Capital with respect to the Class A Units held by all Remaining Class A Holders), until the aggregate amount of Unreturned Capital with respect to such Remaining Class A Holders has been reduced to zero; and

(v) fifth, to the Class A Holders, the Class B Holders and the Class C Holders in proportion to their Fully-Diluted Percentage Interests.

(c) Prior to dissolution, except as otherwise required by Section 9.1(g) hereof, all Distributable Cash from Sales or Refinancings, whether distributed by the Manager at its election pursuant to Section 9.1(a) above or as required by Section 9.1(e) below, shall be distributed to the Unit Holders in accordance with their Fully-Diluted Percentage Interests.

(d) Unless a distribution shall be a liquidating distribution pursuant to Article 12 hereof, the Manager shall not distribute any assets in kind.

(e) At the end of each month, the Manager shall distribute to the Unit Holders in accordance with Section 9.1(b) the excess of all Distributable Cash from Operations over Company expense (to the extent not otherwise covered by Capital Contributions or payments from permitted reserves) which has not been distributed prior to such date. Within sixty (60) days after any sale or other disposition (other than any sale or disposition of Company Property in the ordinary course of business) or refinancing by the Company of Company Property, the Manager shall (except as provided in the next succeeding sentence) distribute to the Unit Holders in accordance with Section 9.1(c), all Distributable Cash from Sales and Refinancings related to such sale, other disposition or refinancing. It is understood and agreed that the Manager need not distribute any such net cash proceeds to the extent the Manager has reasonably determined that such proceeds should be used to fund reserves.

(f) Notwithstanding anything to the contrary provided for in this Section 9.1, the Manager shall, to the extent of Distributable Cash from Operations, distribute to the Unit Holders in cash, no later than ninety (90) days after the end of the fiscal year of the Company, to enable the Unit Holders to pay their income tax liability (or a reasonable estimate thereof, based upon the methodology permitted by the Code which results in the lowest estimated tax liability for such Unit Holders) resulting from allocations of taxable income, gain, loss, deduction and credit, an amount reasonably estimated to permit such Unit Holders to pay such income tax liability. Distributions pursuant to this Section 9.1(f) shall be made to Unit Holders who were of record as of any day of the period during which the allocations to which such distribution related were made or such other date as the Manager may determine. Distributions pursuant to this Section 9.1(f) shall be made to the Unit Holders ratably in the proportions in which the cumulative net taxable income and gains allocated to them for federal income tax purposes for which they have not previously received a distribution pursuant to Section 9.1(b), 9.1(c) or this Section 9.1(f). Solely for purposes of determining the amount distributable pursuant to this Section9.1(f) to a Unit Holder who has contributed property to the Company, items of income, gain, deduction and loss with respect to such contributed property shall be computed as if the tax basis of such property were equal to its fair market value at the time of such contribution. The cumulative amount distributed to a Unit Holder pursuant to this Section 9.1(f) shall be treated as an advance against, and shall reduce, dollar for dollar, the cumulative distributions such Unit Holder would otherwise be entitled to receive pursuant to Section 9.1(b) or 9.1(c), as applicable, hereof.

(g) Notwithstanding the provisions of Section 9.1(b) or 9.1(c), each distribution pursuant to such Sections that would otherwise be made in respect of any Class C Unit shall be reduced by an amount of such distribution until the aggregate amount of all such reductions made under this Section 9.1(g) with respect to such Class C Unit equals the Distribution Threshold with respect to such Class C Unit (such aggregate amount, the “Class C Unit Reduction Amount”). The Class C Unit Reduction Amount, if any, with respect to each Class C Unit shall be distributed to the Class A Holders and the Class B Holders (but only with respect to Vested Class C Holders and, for the avoidance of doubt, not with respect to a Class C Unit until the aggregate amount of reductions made under this Section 9.1(g) has equaled the Distribution Threshold) pro rata in accordance with the number of all such Vested Class C Units, Class B Units and Class A Units, respectively, held by each such holder (treating all such Units as a single class of Units).

(h) If, within sixty (60) days after having received written notice from the Manager of any valuation of assets in connection with any in kind liquidating distribution, a majority in interest of the Members provides notice to the Manager of their objections to such valuation in writing, then the Manager and Members shall attempt to resolve their differences by negotiation, and if no agreement as to valuation is reached by these parties within forty-five (45) days after the Manager receives the notification from such Members, such valuation shall be determined by a mutually acceptable, independent appraiser of like assets whose determination shall be final and binding on all Members and whose engagement shall be at the expense of the Company. If the Manager and the Members cannot agree upon an independent appraiser for these purposes, the valuation shall be determined by arbitration in Santa Monica, California in accordance with the rules of the American Arbitration Association then in effect, and judgment upon the award rendered may be entered in any court having jurisdiction thereof, the expenses of such arbitration to be borne by the Members.

(i) Except as provided in this Section 9.1 and in Article 12 hereof, no Unit Holder shall be entitled to receive any distribution from the income or assets of the Company.

9.2 Withholding Taxes.

The Company shall at all times be entitled to make payments required to discharge any obligation of the Company to withhold or make payments to any governmental authority with respect to any United States federal, state or local tax liability or any other tax liability of any Unit Holder liable for such taxes arising out of such Unit Holder’s interest in the Company. For purposes of this Agreement, any such withholdings or payments shall be treated as a distribution to the Unit Holders on behalf of whom the withholding or payment was made.

Article 10
Books and Reports

10.1 Books of Account.

The Company shall cause to be maintained complete books and records accurately reflecting the accounts, business and transactions of the Company on a calendar year basis and using the accrual method of accounting in accordance with generally accepted accounting principles. The books and records of the Company with respect to Capital Accounts and allocations of income, gain, loss, deduction or credit (or item thereof) shall be kept under United States federal income tax accounting principles as applied to partnerships.

10.2 Inspection of Records.

Each Member shall have the right, upon reasonable request, for purposes reasonably related to the interest of that person as a Member, to inspect and copy (at the inspecting Member’s cost) during normal business hours any of the books and records maintained by the Company pursuant to Section 10.1.

10.3 Reports.

Within ninety (90) days after the end of each fiscal year of the Company, the Company shall cause to be prepared and delivered to each member an unaudited annual financial statement of the Company containing a balance sheet as of the end of the fiscal year and an income statement and a statement of changes in financial position for the fiscal year.

10.4 Tax Status.

Any provision hereof to the contrary notwithstanding, solely for United States federal income tax purposes, each of the Members hereby recognizes that the Company will be subject to all provisions of Subchapter K of Chapter 1 of Subtitle A of the Code. The filing of U.S. Partnership Returns of Income shall not be construed to extend the purposes of the Company or expand the obligations or liabilities of the Members.

10.5 Tax Returns.

The Company shall cause to be prepared all tax returns and statements that must be filed on behalf of the Company with any taxing authority, and shall make timely filing thereof. Within ninety (90) days after the end of each fiscal year, the Company shall cause to be prepared and delivered to each Member a report (including a copy of the Company’s federal, state and local income tax or information returns for such fiscal year) setting forth in reasonable detail the information with respect to the Company during such fiscal year reasonably required to enable each Member to prepare its federal, state and local income tax returns in accordance with applicable law.

10.6 Section 754 Election.

In the event of a distribution of property to a Member, the death of an individual Member or a transfer of any interest in the Company permitted under the Act or this Agreement, the Company shall, upon the written request of the transferor or the transferee, consider filing a timely election under section 754 of the Code and the Income Tax Regulations thereunder to adjust the basis of the Company’s assets under section 734(b) or 743(b) of the Code and a corresponding election under the applicable provisions of state and local law. The decision to file such an election shall be made by the Manager in the sole discretion of the Manager. If the request to make the election is approved by the Manager, the person making such request shall pay all costs incurred by the Company in connection therewith, including reasonable attorneys’ and accountants’ fees.

10.7 Tax Matters Partner.

Your Company LLC is hereby designated as the “tax matters partner” in accordance with section 6231(a)(7) of the Code (the “Tax Matters Partner”) and shall have all powers conferred on a “tax matters partner” thereunder and all other powers necessary to perform thereunder, including, without limitation, the right to manage administrative tax proceedings conducted at the Company level by the Internal Revenue Service with respect to Company matters. Expenses of any such administrative proceeding undertaken by the Tax Matters Partner shall be paid out of assets of the Company. The cost of participation in any such proceeding by a Member and the cost of any audit or adjustment to a Member’s tax return will be borne by the affected Member.

10.8 Code Section 83(b) Safe Harbor Election.

(a) By executing this Agreement, each Member and Unit Holder authorizes and directs the Company to elect to have the “Safe Harbor” described in the proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43 (the “Notice”) apply to any Interest transferred to a service provider by the Company on or after the effective date of such Revenue Procedure in connection with services provided to the Company or its Affiliates. For purposes of making such Safe Harbor election, the Tax Matters Partner is hereby designated as the “partner who has responsibility for federal income tax reporting” by the Company and, accordingly, the execution of such Safe Harbor election by the Tax Matters Partner constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the Notice. The Company and each Member and Unit Holder hereby agree to comply with all requirements of the Safe Harbor described in the Notice including the requirement that each Member and Unit Holder shall prepare and file all federal income tax returns reporting the income tax effects of each safe harbor Interest issued by the Company in a manner consistent with the requirements of the Notice.

(b) The Company and any Member may pursue any and all rights and remedies it may have to enforce the obligations of the Company and the Members (as applicable) under Section 10.8(a) including seeking specific performance or immediate injunctive or other equitable relief from any court of competent jurisdiction (without the necessity of showing actual money damages, or posting any bond or other security) in order to enforce or prevent any violation of the provisions of Section 10.8(a). A Member’s obligations to comply with the requirements of this Section 10.8 shall survive such Member’s ceasing to be a Member of the Company or the termination, dissolution, liquidation and winding up of the Company, and, for purposes of this Section 10.8, the Company shall be treated as continuing in existence.

(c) Each Member authorizes the Tax Matters Partner to amend Sections 10.8(a) and 10.8 (b) to the extent necessary to achieve substantially the same tax treatment with respect to any Interest in the Company transferred to a service provider by the Company in connection with services provided to the Company as set forth in Section 4 of the Notice (e.g., to reflect changes from the rules set forth in the Notice in subsequent Internal Revenue Service guidance), provided that such amendment is not materially adverse to such Member (as compared with the after-tax consequences that would result if the provisions of the Notice applied to all Interests in the Company transferred to a service provider by the Company in connection with services provided to the Company or its affiliates).

Article 11
Exculpation and Indemnification

11.1 Repayment Obligations of Certain Members.

No Member shall be personally liable to any other Member for the repayment of distributions made to such Member pursuant toArticle 9 or of any amounts standing in the account of another Member, other than, with respect to the Manager of the Company, as a result of its gross negligence, willful misfeasance, bad faith or reckless disregard of the duties involved in the conduct of the Manager’s office, except where it acted in good faith in a manner it reasonably believed to be in (or not opposed to) the best interests of the Company, and with respect to any criminal action or proceeding, had reasonable cause to believe that its conduct was lawful. Any payment in respect of such willful misfeasance, bad faith, material breach of this Agreement, material violation of law which the Manager knew or reasonably should have known was illegal, gross negligence or reckless disregard shall be made solely from the assets of the Manager. Neither any Manager nor any Member shall be liable for any tax liability imposed on the Company or any other Member.

11.2 Indemnification.

The Company shall, to the fullest extent permitted under the Act, indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (including, without limitation, arbitration), by reason of the fact that the Person is or was a Manager, or a member, partner, manager, Affiliate, officer, director, employee or agent of a Manager, or an officer, employee or agent of the Company or any Person who is or was serving at the request of a Manager or the Company as a manager, member, partner, director, officer, employee or agent of another company or Person (“Indemnifiable Person”), against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually incurred by it in connection with the action, suit or proceeding except by reason of the fraud, gross negligence or willful misconduct of such Indemnifiable Person, provided that such Indemnifiable Person acted in good faith and in a manner which it reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, did not reasonably believe its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that an Indemnifiable Person did not act in good faith and in a manner which it reasonably believed to be in or not opposed to the best interests of the Company and that, with respect to any criminal action or proceeding, it did not reasonably believe that its conduct was unlawful. Notwithstanding the foregoing, indemnification may not be made for any claim, issue or matter as to which an Indemnifiable Person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom (or by an arbitrator in a final, binding judgment), to be liable to the Company, or for amounts paid in settlement to the Company, unless and only to the extent that the court in which the action or suit was brought (or such arbitrator) or other court of competent jurisdiction (or arbitrator) determines upon application that in view of all the circumstances of the case, the Indemnifiable Person is fairly and reasonably entitled to indemnity for such expenses as the court or arbitrator deems proper.

11.3 Advancement of Expenses.

The reasonable expenses of a Manager and its members, managers, employees, officers and directors incurred in defending a civil or criminal action, suit or proceeding may be paid by the Company as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnifiable Persons to repay the amount if it is ultimately determined by a court of competent jurisdiction (or by an arbitrator in a final, binding judgment) that such Person is not entitled to be indemnified by the Company.

11.4 Effect and Continuation.

The indemnification and advancement of expenses authorized in or ordered by a court or arbitrator pursuant hereto:

(a) do not exclude any other rights to which a Person, other than the Manager, seeking indemnification or advancement of expenses may be entitled (whether under contract or otherwise);

(b) continue for a Person who has ceased to be an Indemnifiable Person; provided that the act or omission that is the subject of the claim took place prior to the cessation of such Person’s status as an Indemnifiable Person; and

(c) inure to the benefit of it or their respective heirs, assignees, successors, executors and administrators.

11.5 Insurance and Other Financial Arrangements.

The Company may purchase and maintain insurance or make other financial arrangements on behalf of any Indemnifiable Person for any liability asserted against that person and liability and expenses incurred by him in his capacity as an Indemnifiable Person, or arising out of his status as such.

11.6 Repeal or Modification.

Any repeal or modification of thisArticle 11 shall not adversely affect any rights of a Person entitled to indemnification or exculpation hereunder at the time of such repeal or modification.

Article 12
Duration; Dissolution; withdrawal

12.1 Duration, Dissolution and Extension.

The Company shall have perpetual existence, as provided for in Section2.3 hereof, subject to the provisions for earlier dissolution contained in this Article 12. The Company shall be earlier dissolved upon the first to occur of:

(a) The written consent of the Manager and all members to such dissolution; or

(b) The entry of a decree of judicial dissolution of the Company under the Act.

12.2 Liquidation.

(a) Upon the occurrence of an event of dissolution set forth in Section 12.1 hereof, the Company shall cease to engage in any further business, except to the extent necessary to perform existing obligations, and shall wind up its affairs and liquidate its assets. The Members shall diligently pursue the winding up and liquidation of the Company.

(b) During the course of liquidation, the Members shall continue to share profits and losses as provided in Section 8.1 hereof, but there shall be no cash distributions to the Members until the Distribution Date.

12.3 Liabilities and Final Accounting.

Liquidation shall continue until the Company’s affairs are in such condition that there can be a final accounting, showing that all fixed or liquidated obligations and liabilities of the Company are satisfied or can be adequately provided for under this Agreement. The assumption or guarantee in good faith by one or more financially responsible persons shall be deemed to be an adequate means of providing for such obligations and liabilities. When the Manager has determined that there can be a final accounting, the Manager shall establish a date (not to be later than the end of the taxable year of the liquidation, i.e., the time at which the Company ceases to be a going concern as provided in section 1.704?1(b)(2)(ii)(g) of the Income Tax Regulations or, if later, ninety (90) days after the date of such liquidation) for the distribution of the proceeds of liquidation of the Company (the “Distribution Date”). The net proceeds of liquidation of the Company shall be distributed to the Members as provided in Section 12.4 hereof not later than the Distribution Date.

12.4 Settling of Accounts.

Upon the dissolution and liquidation of the Company, the proceeds of liquidation shall be applied as follows:

(a) First, to pay all expenses of liquidation and winding up;

(b) Second, to pay all debts, obligations and liabilities of the Company, in the order of priority as provided by law, other than debts owing to the Members or on account of the Members’ Capital Contributions;

(c) Third, to pay all debts of the Company owing to the Members; and

(d) To establish reasonable reserves for any remaining contingent or unforeseen liabilities of the Company not otherwise provided for, which reserves shall be maintained by the Manager on behalf of the Company in a regular interest-bearing trust account for a reasonable period of time as determined by the Manager. If any excess funds remain in such reserves at the end of such reasonable time, then the Manager shall, on behalf of the Company, distribute such remaining funds to the Members in accordance with Section 12.5 hereof.

12.5 Distribution of Net Proceeds.

Upon final liquidation of the Company but not later than the Distribution Date, the net proceeds of liquidation remaining after the settling of accounts in accordance with Section 12.4 hereof shall be distributed to the Members proportionately in accordance with their respective positive Capital Accounts as the Capital Accounts are determined after all adjustments to the Capital Accounts for the taxable year of the Company during which the liquidation occurs are made as required by this Agreement and Income Tax Regulations section 1.704?1(b), which adjustments shall be made within the time specified in such Income Tax Regulations.

12.6 Certificate of Cancellation.

Upon dissolution and the completion of winding up, the Company shall cause a certificate of cancellation to be filed with the Secretary of State in accordance with the Act.

12.7 Certain Events.

The death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member shall not cause the dissolution of the Company.

12.8 Withdrawal of Members.

(a) Members may not withdraw from the Company prior to its termination.

(b) In the event of the dissolution of a Member, the interest of such Member shall continue at the risk of the Company business until the termination of the Company, and its legal representatives shall be entitled to receive such amounts as it would have been entitled to receive had it not dissolved. Except as may otherwise be required by the Act, the legal representatives of a Member which is dissolved shall not be entitled to give or withhold any consent required to be given by the holders of Units under this Agreement and the Class Percentage Interest of any such Member shall be disregarded in determining whether any required consent has been obtained.

(c) Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member shall not cause such Member to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution. “Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (vii) if one hundred twenty (120) days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within ninety (90) days after the appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of such person or entity or of all or any substantial part of its properties, the appointment is not vacated or stayed, or if within ninety (90) days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of “Bankruptcy” is intended to replace and shall supersede and replace the definition of “Bankruptcy” set forth in sections 18?101(1) and 18?304 of the Act.

Article 13
Transfer of Units

13.1 Transfer of Units.

(a) The Members shall have no right to sell, assign, transfer, convey, pledge, mortgage or encumber in any manner, voluntarily or involuntarily, directly or indirectly (a “Transfer”), all or any part of a Member’s Interest except in accordance with the requirements set forth in this Article 13.

(b) No Member may Transfer all or any part of such Member’s Interest unless such Transfer will not (and, upon request of the Manager, the transferring Member shall provide an opinion of counsel in form and substance reasonably satisfactory to the Manager that such Transfer will not) (i) violate any applicable federal or state securities laws or regulations, (ii) subject the Company to registration as an investment company or election as a “business development company” under the Investment Company Act of 1940, (iii) require any Member or any affiliate of a Member to register as an investment adviser under the Investment Advisers Act of 1940, (iv) violate any other federal, state or local laws, (v) effect a termination of the Company under section 708 of the Code, (vi) cause the Company to be treated as an association taxable as a corporation for federal income tax purposes, (vii) cause the Company or any Member to be treated as a fiduciary under the Employee Retirement Income Security Act of 1974, as amended, or (viii) otherwise violate this Agreement.

13.2 Approval Required.

No Member may Transfer all or any part of a Member’s Interest without the prior written approval (an “Approval”) of the Manager. In the event that the Manager grants the Approval to the proposed Transfer and all of the other requirements of this Article 13 are fully satisfied, then the transferor Member shall have the right to Transfer to the proposed transferee the portion of such Member’s Interest specified in such Approval within sixty (60) days after the date of the Approval.

13.3 Substitute Member.

Upon granting an Approval to a Transfer and completion of the Transfer, the transferee of the Interest may become a Member of the Company as a substitute (a “Substitute Member”) for the transferor Member of the Interest. The transferee shall be admitted to the Company as a Substitute Member when such transferee executes and delivers to the other Member whose Interest is not subject to the Transfer such documents as such other Member may reasonably require by which the transferee assumes the obligations of the transferor Member as a Member under this Agreement and agrees to be bound by this Agreement. The transferor Member shall not be released from any obligation or liability under this Agreement except to the extent a release is expressly set forth in the Approval.

13.4 Effect of Transfer Without Approval.

Any purported Transfer of all or any part of a Member’s Interest not in compliance with thisArticle 13 shall be void and, except as provided in the Act, shall be of no effect.

13.5 Liability for Breach.

Any Member purporting to Transfer all or any part of a Member’s Interest in violation of thisArticle 13 shall be liable to the Company and the other Members for all liabilities, obligations, damages, losses (including the loss of any tax benefits), costs and expenses (including reasonable attorneys’ fees) caused by such violation.

13.6 Permitted Transfers.

Notwithstanding Section 13.2 hereof, but subject to Section 13.1 hereof, a Transfer of a Member’s Interest (a) to an Affiliate of the transferor Member, or to a successor by merger or consolidation with the transferor Member, (b) to a successor by purchase of all or substantially all of the assets of the transferor Member, or (c) by inter vivos gift or by testamentary transfer to any spouse, parent, sibling, in-law, child, grandchild, great-grandchild or great-great-grandchild of the Member, or to a trust or partnership for the benefit of the Member or such spouse, parent, sibling, in-law, child, grandchild, great-grandchild or great-great-grandchild of the Member, shall be a permitted Transfer and the transferee of the Interest may become a Member of the Company as a Substitute Member. In such case, the transferee of the Interest shall be admitted to the Company as a Substitute Member when such transferee executes and delivers to the other Member whose Interest is not subject to the Transfer such documents as such other Member may reasonably require by which the transferee assumes the obligations of the transferor Member as a Member under this Agreement and agrees to be bound by this Agreement.

Article 14
Miscellaneous

14.1 Method of Accounting.

The Company shall elect to use the accrual method of accounting both for financial statement purposes and for federal, state and local income tax purposes.

14.2 Goodwill.

No value shall be placed on the name or goodwill of the Company.

14.3 Entire Understanding.

This Agreement amends and restates the Prior Agreement and sets forth the entire understanding of all the parties hereto with respect to the subject matter hereof, except for such other agreements executed concurrently herewith.

14.4 Amendments.

(a) The Certificate may only be amended by the affirmative vote of all of the Members. Any such amendment shall be in writing, and shall be executed and filed in accordance with the Act.

(b) This Agreement may be amended only by the affirmative vote of the Members holding a majority of the then outstanding Units; provided however, that any provision of this Agreement which would materially adversely affect the interests and rights of the Class B Members pursuant to this Agreement will also require the affirmative vote of the holders of a majority of the then outstanding Class B Units. Any such amendment shall be in writing.

14.5 Notices.

Except as expressly otherwise provided herein, all notices, requests, consents and other communications hereunder shall be in writing and shall be deemed effective upon receipt and shall be sufficient if delivered personally, by nationally recognized overnight courier service or by mail (registered or certified mail, postage prepaid, return receipt requested):

(a) if to the Company, at Your Address, City, State Zip; and

(b) if to any Member, at the address of such Member set forth on Schedule 1;

or to such other address as the Manager shall furnish to the Members or the Members may furnish to the Company by notice in writing in the manner set forth above.

14.6 Successors; Counterparts.

This Agreement (a) except as otherwise provided in this Agreement, shall be binding as to the executors, administrators, estates, heirs and legal successors and assigns of the Members, and (b) may be executed in several counterparts with the same effect as if the parties executing the several counterparts had all executed one (1) counterpart as of the day and year first above written; provided, however, that each separate counterpart shall have been executed by the Manager.

14.7 Governing Law; Severability.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. In particular, it shall be construed to the maximum extent possible to comply with all the terms and conditions of the Act applicable to limited liability companies. If, nevertheless, it shall be determined by a court of competent jurisdiction that any provision or wording of this Agreement shall be invalid or unenforceable under said Act or other applicable law, such invalidity or unenforceability shall not invalidate the entire Agreement. In that case, this Agreement shall be construed so as to limit any term or provision so as to make it enforceable or valid within the requirements of any applicable law, and, in the event such term or provision cannot be so limited, this Agreement shall be construed to omit such invalid or unenforceable provision.

14.8 Headings.

The titles of the Certificate and the headings of the Sections of this Agreement are for convenience of reference only, and are not to be considered in construing the terms and provisions of this Agreement.

14.9 Confidentiality and Nondisclosure.

All information which shall have been furnished or disclosed by a Member to any other Person pursuant to this Agreement or the negotiations leading to this Agreement that has been furnished prior to the execution of this Agreement or is hereafter furnished shall be held in confidence and shall not be disclosed to any Person other than their respective employees, directors, legal counsel, accountants or financial advisers with a need to have access to such information, except as reasonably necessary to comply with any disclosure obligations under any federal or state securities laws or as otherwise required by law, or as otherwise expressly agreed by the Members. The obligations of this Section14.9 do not apply to any information that (a) is or becomes part of the public domain, (b) is disclosed by the disclosing party to third parties without restrictions on disclosure of (c) is received by the receiving party form a third party without breach of a nondisclosure obligation.

14.10 Authority.

Each individual executing this Agreement on behalf of any Person which is an entity hereby represents and warrants that such individual is duly authorized and empowered to execute and deliver this Agreement on behalf of such Person in accordance with such Person’s organizational documents, and that this Agreement is binding upon and enforceable against such Person in accordance with its terms.

14.11 Consents and Approvals.

Except as otherwise expressly provided for in this Agreement, where any provision of this Agreement provides for the consent or approval of any Person, such Consent or Approval shall be exercised within a reasonable period of time after receipt of a written request therefor, and in the event that no response to such request for such consent or approval has been provided within fifteen (15) days following the date of such request, then in such event such consent or approval, as appropriate, shall be deemed to have been given.

14.12 Power of Attorney.

Each Member hereby constitutes and appoints Your Company LLC, as such Member’s true and lawful representative and attorney?in?fact, in its name, place and stead to make, execute, sign and file any amendment to the Certificate required because of any amendment to this Agreement and all such other instruments, documents and certificates which may from time to time be required by the laws of the United States of America, the State of Delaware or any other state in which the Company shall determine to do business, or any political subdivision or agency thereof, to effectuate, implement and continue the valid and subsisting existence of the Company. Such representatives and attorneys?in?fact shall not, however, have any right, power or authority to amend or modify this Agreement when acting in such capacities.

14.13 Right to Convert to Corporate Form.

If the Company, pursuant to the decision of the Manager, undertakes an Initial Public Offering, then the Unit Holders shall cooperate with each other in good faith to effectuate such Initial Public Offering, which may involve converting the Company from a Delaware limited liability company to a corporation organized under the laws of Delaware or another jurisdiction, whether by merger, a tax-free contribution under Section 351 of the Code or by such other form of transaction as may be available under applicable law, and the Unit Holders hereby agree to cooperate in all respects to effectuate such Initial Public Offering, which may require the conversion of their Units into shares of common stock or other securities in the Company or another successor entity. Upon such an election, the Unit Holders shall, at the expense of the Company, as soon as practicable thereafter execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, all instruments and documents that may be reasonably requested by the Manager to best effectuate the conversion of the Company to a corporation while continuing in full force and effect, to the extent consistent with such possible conversion, the terms, provisions, and conditions of this Agreement, including, without limitation, all rights, protections and benefits afforded to parties to this Agreement. All Unit Holders shall work together in good faith to accomplish the conversion in the most tax-advantageous manner reasonably available. It is the intent of the Unit Holders that the conversion of the Company into corporate form is part of the Unit Holder’s investment decision with respect to the Units. Immediately prior to the conversion to a corporation, the Manager will determine the aggregate value of the Units immediately prior to the Initial Public Offering (the “Pre-Offering Company Value”) based on the per share price at which common stock will be sold in the Initial Public Offering (the “Per Share Offering Price”) net of any underwriting discounts, fees and expenses. Upon such conversion to a corporation, each Unit will be converted into a number of shares of common stock determined by dividing (i) the amount that would be distributed in respect of such Unit if all assets of the Company were sold for cash equal to the Pre-Offering Company Value and the proceeds were distributed in accordance with Section 9.1 by (ii) the Per Share Offering Price.

14.14 Counsel.

This Agreement was initially prepared by Pillsbury Winthrop Shaw Pittman LLP (“Counsel”) as legal counsel for the Company. Counsel to the Company may also be counsel to a Member or any Affiliate of a Member. The Members may execute on behalf of the Company any consent to the representation of the Company that Counsel may request pursuant to the California Rules of Professional Conduct or similar rules in any other jurisdiction (“Rules”). Since this Agreement sets forth the parties’ rights and obligations, there is an inherent potential for conflicts of interest among the parties. If any dispute or controversy arises between any Member and the Company, or between any Member or the Company, on the one hand, and a Member (or an Affiliate of a Member) that Counsel represents, on the other hand, then each Member agrees that Counsel may represent either the Company or such Member (or his or her Affiliate), or both, in any such dispute or controversy to the extent permitted by the Rules, and each Member hereby consents to such representation and waives any conflict of interest arising from or related to such representation.

14.15 Further Assurances.

From and after the date of this Agreement, the Members agree to do such things, perform such acts, and make, execute, acknowledge and deliver such documents as may be reasonably necessary or proper and usual to complete the transactions contemplated by this Agreement and to carry out the purpose of the Company in accordance with this Agreement.

In Witness Whereof, the undersigned have hereto set their hands as of the day and year first above written, which day and year shall be considered the “date of this Agreement” for all purposes hereunder.

CLASS B MEMBER

YOUR COMPANY LLC, a California limited liability company

By:
Your Name, Manager


CLASS A MEMBERS

If an Individual:

(Signature)

(Print Name)

(Signature of Spouse)

(Print Spouse’s Name)

If a corporation, partnership or other entity:

(Print Name of Entity)

By:

Name:

Title:


CLASS C HOLDERS

If an Individual:

(Signature)

(Print Name)

(Signature of Spouse)

(Print Spouse’s Name)

If a corporation, partnership or other entity:

(Print Name of Entity)

By:

Name:

Title:

SCHEDULE 1

Members

Class A Members

[Name]

[Address]

[Name]

[Address]

[Name]

[Address]

[Name]

[Address]

Class B Member

Your Company LLC

Your Address

City, State Zip


Schedule 2

unit holders and Capital

Capital Contribution

Class A Units

Class

Percentage Interest

Fully-Diluted Percentage Interest

Class A Holders

[Name]

[Address]

$

%

%

[Name]

[Address]

$

%

%

[Name]

[Address]

$

%

%

[Name]

[Address]

$

%

%

Total Class A Holders

100%

Capital Contribution

Class B Units

Class

Percentage Interest

Fully-Diluted Percentage Interest

Class B Holder

Your Company LLC

Your Address

City, State Zip

$220,000[1]

4,225

100%

___%

Total Class B Holder

$220,000

4,225

100%

___%

Capital Contribution

Class C Units

Class

Percentage Interest

Fully-Diluted Percentage Interest

Class C Holders

[Name]

[Address]

$

%

%

[Name]

[Address]

$

%

%

[Name]

[Address]

$

%

%

Total Class C Holders

N/A

___%

___%

Total Class A Holders, Class B Holders and Class C Holders

$__________

---

100%

_________

* See also Sections 3.5 and 7.1.

[1] Represents the agreed value of the Transferred Assets (as defined in the Assignment Agreement dated June 28, 2007, by and between the Company and Your Company LLC) by Your Company LLC to the Company.

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