Financing Your Small Business

Limited Liability Company Formation Documents

If, after consultation with your professional team, you decide to form a lim­ited liability company, you will need to file Articles of Organization with the state and draft an internal governing document called an operating agreement.

Articles of Organization

Some states, including California, have reduced the Articles of Organization filing to a fill-in-the-blank form, which is fine because the articles generally contain far less information than the articles of incor­poration of a corporation.

In the example provided, Bob Anderson is organizing a limited liabil­ity company called Anderson Industries, LLC. The only other informa­tion provided is the name and address of the resident agent and how the LLC will be managed—either by the member or one or more managers. Mr. Anderson has chosen to have Anderson Industries, LLC managed by a manager rather than by the members (like a general partnership), which is usually recommended if the company is planning to admit investors as members. This way the manager can retain effective control of the organization and avoid the need to round up all of the members each time a decision has to be made on behalf of the company. Later on, Mr. Anderson may expand the decision making process to include a board of managers, either in a voting or advisory capacity.

Operating Agreement

An operating agreement for an LLC is somewhat more comprehensive than the bylaws of a corporation. In part this is due to the more complex tax structure of an LLC and the need to delineate the profit and loss sharing arrangement among the members.

In the sample operating agreement, the members divide the profits and losses of the company according to the percentage of the company that each member owns. For example, if a member owns 5% of the out­standing membership units of the company, he or she would be entitled to 5% of the company’s profits and losses after expenses.

Bob Anderson has been appointed as manager of the company and, as such, has the exclusive responsibility for managing the business and affairs of the company. Conversely, the members have no authority to transact daily business on behalf of the company and only limited deci­sion-making power.

State of California

Limited Liability Company Formation Documents

File #

подпись: file #

Secretary of State

LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION

A $70.00 filing fee must accompany this form.

This Space For Filing Use Only

подпись: this space for filing use onlyIMPORTANT - Read instructions before completing this form.

ENTITY NAME (End the name with the words ‘Limited Liability Company,* ‘Ltd. Liability Co.,' or the abbreviations ’LLC’ or ‘L. L.C.')

1. NAME OF LIMITED LIABILITY COMPANY

Anderson Industries, LLC

PURPOSE (The following statement is required by statute and may not be altered.)

2. THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT

INITIAL AGENT FOR SERVICE OF PROCESS (If the agent is an individual, the agent must reside in California and both Items 3 and 4 must be completed. If the agent is a corporation, the agent must have on file with the California Secretary of State a certificate pursuant to Corporations Code section 1505 and Item 3 must be completed (leave Item 4 blank).

3 NAME OF INITIAL AGENT FOR SERVICE OF PROCESS

Bob Anderson

4 IF AN INDIVIDUAL, ADDRESS OF INITIAL AGENT FOR SERVICE OF PROCESS IN CALIFORNIA CITY

 

STATE

CA

 

ZIP CODE

90010

 

3499 Malcolm Avenue

 

Los Angeles

 

MANAGEMENT (Check only one)

5 THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY x ONE MANAGER | | MORE THAN ONE MANAGER

I I ALL LIMITED LIABILITY COMPANY MEMBER(S)

ADDITIONAL INFORMATION

6 ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES. IF ANY. IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE

EXECUTION

7 I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT. WHICH EXECUTION IS MY ACT AND DEED

January 14, 2005

подпись: january 14, 2005Bob Anderson

SIGNATURE OF ORGANIZER

Bob Anderson

TYPE OR PRINT NAME OF ORGANIZER

RETURN TO (Enter the name and the address of the person or firm to whom a copy of the filed document should be returned.)

8

R

подпись: r

1

подпись: 1NAME

FIRM

ADDRESS CITY/STATE/ZIP L

подпись: firm
address city/state/zip l
Bob Anderson 3499 Malcolm Avenue Los Angeles, CA 90010

LLC-1 (REV 03/2005)

подпись: llc-1 (rev 03/2005)APPROVED BY SECRETARY OF STATE

OPERATING AGREEMENT OF ANDERSON INDUSTRIES, LLC A CALIFORNIA LIMITED LIABILITY COMPANY

SECTION 1: FORMATION, NAME, PURPOSE, TERM AND DEFINITIONS

Section 1.1 Formation. The parties to this Agreement hereby enter into a writ­ten Operating Agreement pursuant to the CALIFORNIA Limited Liability Company Act (the "Act”), to set forth the terms and conditions of their joint under­taking as Members of the Company, and to carry out the purposes of the Company as further described herein, in accordance with the provisions of this Agreement and the laws of the State of CALIFORNIA.

Section 1.2 Name. The name of the Company is ANDERSON INDUSTRIES, LLC. The Company’s business shall be conducted under said name, the name "ANDERSON INDUSTRIES,” and/or such other names as the Manager may from time to time deem necessary or advisable, provided that necessary filings under applicable assumed or fictitious name statutes are first obtained.

Section 1.3 Offices and Resident Agent. The name and address of the Resident Agent of the Company in the State of CALIFORNIA is BOB ANDERSON, 3499 MALCOLM AVENUE, LOS ANGELES, CALIFORNIA 85254. The principal office of the Company shall be 3499 MALCOLM AVENUE, LOS ANGELES, CALIFORNIA 85254, or such other location as the Manager may, from time to time, designate by notice to the Members.

Section 1.4 Purpose. The purpose and business of the Company shall be to advertise and market software and video games.

Section 1.5 Term. The term of the Company commenced on January 14, 2005, upon the acceptance for filing of the Articles of Organization of the Company by the CALIFORNIA Secretary of State, and shall have a perpetual existence, unless earlier dissolved in accordance with Section 9.1 hereof.

Section 1.6 Defined Terms. The defined terms used in this Agreement, unless the context otherwise requires, shall have the meanings specified herein or as set forth in Exhibit B, which is attached hereto.

SECTION 2: MEMBERS, PERCENTAGE INTERESTS,

CAPITAL CONTRIBUTIONS

Section 2.1 Members: Exhibit A. The names, addresses, Capital Contributions, and Percentage Interests of all Members shall be designated in Exhibit A, which is attached hereto. The Manager shall cause Exhibit A to be amended from time to time to reflect the withdrawal of one or more Members or the admission of one or more additional Members.

Section 2.2 Capital Contributions. On or prior to the date of this Agreement, each existing Member shall make a Capital Contribution to the Company in an amount set forth opposite such Member’s name in Exhibit A.

Section 2.3 Minimum Interest of the Manager. A Manager shall not be required to own an Interest in the Company.

Section 2.4 Additional Capital Liability of Members. No Member shall have any obligation to contribute capital to the Company except to the extent of the Capital Contribution of such Member described in this Section 2. No Member of the Company shall have any obligation or duty to advance or loan funds to the Company for the purpose of satisfying liabilities of the Company or any operating or carrying costs associated with the Company’s business. No Member shall be per­sonally liable for the obligations of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a Member of the Company.

Section 2.5 No Interest. No interest shall be paid or due by or from the Company on any contributions to the capital of the Company, or any advances made by a Member to the Company.

Section 2.6 Indebtedness to Members. Any indebtedness of the Company owed to a Member shall provide that the payment of principal and interest (if any) shall be made only if, and to the extent that, payment of a distribution to the Member could then be made under applicable provisions of the Act without the imposition on the Member of any liability for repayment to the Company.

Section 2.7 Withdrawal of Capital by Interest Holders. Except as otherwise specifically provided in this Agreement, prior to the liquidation of the Company no Interest Holder shall have the right to require the return of his/her/its Capital Contribution or the balance of his/her/its Capital Account. There is no agreed upon time when the Capital Contribution of an Interest Holder is to be returned. No Interest Holder shall have any right to demand and receive property, in lieu of cash, in return of his/her/its Capital Account. Provided, however, the Company shall have the option to distribute property in lieu of cash in the event the Company does not have cash resources available to it for such purpose.

SECTION 3: MEMBER INTERESTS, EXTRAORDINARY ACTIONS, DILU­TION

Section 3.1 Admission of Members. Subject to the limitations set forth in Section 3.4 hereof, the Manager shall have the right, at any time and from time to time, to admit one or more Members and/or to sell additional Membership Interests (or rights to acquire additional Interests), provided that any such Person receiving Interests shall make a Capital Contribution to the Company (in cash or other property) corresponding to the fair value of such Interest, as determined in the sole discretion of the Manager.

Section 3.2 Conditions for New Members. Notwithstanding anything contained herein to the contrary, no Person at any time shall be admitted as a Member of the Company unless: The Person delivers to the Company a written instrument agree­ing to be bound by the terms of this Agreement, as it may have been amended from time to time; and the admission of such Person as a Member will not result in the termination of the Company.

Section 3.3 Extraordinary Actions. Subject to the limitations set forth in Sections 3.4 and 3.5 hereof, the Manager shall have the right at any time, in their sole discretion, and upon such terms and conditions as they shall determine in their sole discretion, provided they obtain the prior written consent of a Majority in Interest of the Members, to cause the Company to: (1) Convert from a limited lia­bility company to a corporation; and (2) Engage in a public offering of its securi­ties; transfer a substantial portion of its other assets not in the ordinary course of business; or incur any debt in any single transaction in excess of the greater of (a)

One Hundred Thousand U. S. Dollars ($100,000), or (b) the accumulated capital and reserves of the Company.

In the event of the occurrence of any of the actions described in this Section 3.3, all Members hereby covenant to cooperate fully and timely with such action and to take any and all actions and execute any and all documents necessary or appro­priate to effectuate such action. In the event the Company converts to a corpora­tion and the Manager, in their sole discretion, determines that the Company should be taxed as an S corporation for federal and applicable state income tax purposes, all Members hereby covenant to cooperate fully and timely with such election and to take any and all actions and execute any and all documents necessary or appro­priate to effectuate such election.

Notwithstanding the above, nothing herein shall be construed to restrict or oth­erwise limit the exercise by any Member, upon the occurrence of such a transac­tion, of such rights as may be provided to Members under the Act or under other applicable statutes.

Section 3.4 Dilution and Percentage Interest of the Members. All Interests shall be diluted on a Pro Rata Basis to the extent Interests are added or increased in accordance with this Section 3, including without limitation a dilution resulting from a private or public offering of securities.

Section 3.5 Merger or Consolidation. A Majority in Interest of the Members shall be required to approve whether the Company should be acquired by or oth­erwise enter into a merger or consolidation transaction with another limited liabil­ity company, or with a limited partnership, a corporation, or a business trust having transferable units of beneficial interest, regardless of whether the Company is the surviving entity of such transaction.

SECTION 4: DISTRIBUTION OF CASH & PROCEEDS; ALLOCATIONS OF

TAX ITEMS

Section 4.1 Distribution of Net Available Cash Flow. The Company shall dis­tribute all or a portion of the Net Available Cash Flow to the Members at the sole discretion of the General Manager 75 days following the end of each calendar quar­ter.

Section 4.2 Net Capital Proceeds. Proceeds received form a Capital Transaction, less any amounts that the General Manager determines, in their sole discretion, are necessary for the payment of or due provision for (a) the liabilities of the Company to all creditors, including the expenses of the Capital Transaction, and/or (b) addi­Tional requirements for funds in connection with the Company’s business, shall be allocated to all Members in proportion to their percentage interests. Notwithstanding the foregoing, this Section 4.3 shall not apply to any distributions made in connection with a termination of the Company, which distributions shall be governed by Section 9.3 hereof.

Section 4.3 Tax Distributions. The Company shall make distributions to Interest Holders to enable them to pay taxes on allocations to them of Net Profits and pro­ceeds from Capital Transactions.

Section 4.4 Acknowledgment. All of the Members hereby acknowledge that no distribution of Available Cash Flow or Net Capital Proceeds pursuant to this Section 4 shall be made to the Members to the extent that the Manager determine, in their sole discretion, that all or a portion of such funds are necessary for the pay­ment of or due provision for the (a) liabilities of the Company to all creditors, including the expenses of a Capital Transaction, and/or (b) additional requirements for funds in connection with the Company’s business.

Section 4.5 Capital Accounts and Tax Allocations. A separate Capital Account shall be maintained for each Interest Holder. Each Capital Account shall be adjusted annually, unless this Agreement, the acts of the Members in accordance with this Agreement, or the applicable Regulations require a more frequent adjust­ment. The maintenance of Capital Accounts and allocation of the Company’s tax items shall follow the provisions of Exhibit C, attached hereto; provided, however, that the Company at all times shall conform to the requirements of any Regulations issued with respect to the maintenance of Capital Accounts and the allocation of tax items. The Company shall exercise its best efforts to take all actions necessary to cause the allocation of tax items among the Interest Holders to reflect the actual and anticipated allocation of the Company’s distributions, as set forth in this Section 4 and in Section 9.3 hereof, in conformity with the Capital Account main­tenance requirements contained in the Regulations.

SECTION 5: MANAGEMENT OF THE COMPANY

Section 5.1 Appointment of Manager: Executive Employment. The Members hereby appoint BOB ANDERSON as the Manager of the Company. The Managers may enter into employment agreements with the Company further delineating the duties, rights, compensation and covenants of the Manager. Any employment agree­ments shall be read in conjunction with this Agreement.

Section 5.2 Exclusive Authority of Manager. Except as specifically provided in this Agreement and any Manager’s employment agreement, the exclusive responsi­bility for managing the business and affairs of the Company is hereby granted to the Manager pursuant to the Act. Each of the Members appoints and authorizes the Manager to serve as the sole agent of the Company, (except to the extent that cer­tain discretionary acts may be delegated by the Manager to certain executive employees of the Company). The Manager may exercise all powers of the Company and do all such lawful acts necessary to manage the affairs and operations of the Company as are not by statute, regulations, the Articles of Organization, or other applicable documentation required to be exercised or done by any of the other Members. Any Person dealing with the Manager shall be authorized to rely upon the authority of the Manager to bind the Company in accordance with the rights, powers, and duties described in this Agreement. The Manager shall be an "Authorized Person” of the Company, and shall be authorized to execute or file any document required or permitted to be executed or filed on behalf of the Company, or to otherwise act as an agent of the Company, as provided under the Act.

Section 5.3 Binding Authority with Respect to Documents. The Manager shall have the right, power, and authority, acting at all times for and on behalf of the Company, to enter into and execute any agreement or agreements, promissory note or notes, and any other instruments or documents, and to undertake and do all acts necessary to carry out the purposes for which the Company was formed. In no event shall a party dealing with the Company with respect to any document signed or action undertaken on behalf of the Company have the right to inquire into:

A. The necessity or expediency of any act or action of the Manager;

B. Personal information of a Manager if the Manager is a natural person;

C. Any act or failure to act by the Company;

D. The identities of Members other than the Manager; or,

E. The existence or non-existence of any fact or facts that constitute conditions precedent to acts by the Manager (including, without limitation, conditions, provisions, and other requirements herein set forth relating to borrowing and the execution of any encumbrances to secure the borrowing) or that are in any other manner germane to the affairs of the Company.

Any and every Person relying upon any document signed or action taken by the Manager on behalf of the Company or claiming thereunder may conclusively pre­sume that (i) at the time or times of the execution and/or delivery thereof, this Agreement was in full force and effect, (ii) any instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding upon the Company without requiring the approval or consent of any of the Members thereof, and (iii) the Manager was duly authorized and empowered to execute and deliver any and every such instrument or document for and on behalf of the Company.

Section 5.4 Specific Authority.

In furtherance and not in limitation of the provisions of Section 5.2 hereof and of the other provisions of this Agreement, but subject to any limitations contained in this Agreement (including without limitation Section 3.7 hereof) and a Manager’s employment agreement, the Manager is specifically authorized and empowered, in Manager’s sole discretion, without regard to the approval thereof by the Members, to:

A. Direct the employees of the Company to execute, acknowledge, and deliver any and all documents, agreements, notes, contracts, bank resolutions, signature cards, releases, or other instruments on the Company’s behalf;

B. Make any and all decisions that the Company may be entitled and/or required to make under the terms of any and all documents, agreements (including employment agreements), or other instruments relative to the ownership, operation, management, and supervision of the Company’s busi­ness;

C. Execute for and on behalf of the Company, and in accordance with the terms of this Agreement, deeds absolute, mortgages (which term "mortgages” is hereby defined for all purposes of this Agreement to include Deeds of Trust, financing statements, chattel mortgages, pledges, conditional sales contracts, and similar security instruments), leases, contracts, promissory notes, or other legal documents all of which instruments so duly executed as provided herein shall be valid and binding upon the Company;

D. Cause the Company to incur indebtedness or obtain financing (including without limitation loans from Members or Affiliates of Members at compet­itive rates); to issue promissory notes or other evidences of indebtedness; to prepay in whole or in part, recast, increase, modify, or extend any liabilities affecting the business of the Company and assumed in connection therewith; to provide security or collateral in connection with any Company indebted­ness or to encumber or pledge any Company assets; to execute any extensions or renewals of encumbrances with respect to any assets used in the Company’s business; and to confess judgment on behalf of the Company in connection with any Company borrowings;

E. Cause the Company to enter into leases of real or personal property in fur­therance of any or all of the purposes of the Company;

F. Cause the Company to purchase real property or personal property and to make reasonable and necessary capital expenditures and improvements with respect to such property for use in connection with the operation and man­agement of the Company’s business; to finance such purchases or expendi­tures, in whole or in part, by giving the seller or any other Person a security interest in the property purchased;

G. Cause the Company to sell, exchange, or otherwise dispose of any or all of the assets of the Company, or enter into any Capital Transaction involving the assets or business of the Company, including any or all of the components of the Company’s business, whether such components are real property, per­sonal property, or intellectual property, mixed or intangible, such as goodwill, if any;

H. Cause the Company to redeem or acquire the Interest of any Interest Holder pursuant to the terms of this Agreement or pursuant to the Manager’s author­ity hereunder, and to exercise any options or other rights with respect to the Interest of any Interest Holder, on behalf of the Company or for the Manager’s own account;

I. Open accounts and deposit and maintain funds in the name of the Company in banks, savings and loan associations, money market funds, or such other financial instruments as the Manager deems necessary or appropriate;

J. Pay all costs or expenses connected with the operation or management of the Company, including all debts and other obligations of the Company, from its bank accounts by check or other customary means (without commingling with the funds of any other Person); k. Establish reserves in such amounts as the Manager shall deem appropriate; l. Enter into, perform, and carry out contracts with any Person, including any of the Members or Affiliates of the Members, at reasonably competitive rates of compensation for the performance of any and all services that may at any time be necessary, proper, convenient or advisable to carry on the Company’s business, including entering into exclusive and nonexclusive arrangements; m. Monitor the quality of services and products provided by vendors to the Company, and add, discharge, or replace such vendors as needed in accor­dance with applicable state law; n. Appoint and discharge executive employees of the Company and delegate specific duties and authority to Persons who may or may not be employees of the Company;

O. Employ or engage Persons in the operation and management of the Company’s business, on such terms and for such reasonable compensation as the Manager shall determine (at arm’s length prices and in keeping with comparable salaries for comparable work), in good faith, to be appropriate and in the best interests of the Company;

P. Approve the hiring and firing of all employees and agents of the Company, subject to the terms and conditions of any employment policies and proce­dures of the Company, and subject to the terms of this Agreement, any other written agreements and applicable state law; q. Evaluate the performance of all employees and agents of the Company, including its executive employees, and monitor the quality of services pro­vided by employees and agents of the Company; r. Establish and monitor the compensation requirements (reasonable compen­sation set at arm’s length prices and in keeping with comparable salaries for comparable work) of all employees and agents of the Company, including its executive employees; s. Apply for, make proffers and commitments with regard to, and obtain any and all governmental permits, approvals, and licenses necessary and appro­priate in connection with or in anyway related to the Company’s business; t. Place and carry public liability, workmen’s compensation, fire, extended cov­erage, business interruptions, errors and omissions, and such other insurance as may be necessary or appropriate for the protection of the interests and property of the Company;

U. Authorize the lending of money by the Company at prevailing interest rates, including lending to borrowers who may be Members or Affiliates of Members of the Company; v. Initiate, settle, and defend legal actions on behalf of the Company, including any litigation, arbitration, mediation, examination, investigation, inquiry, reg-

Ulatory proceeding, or other similar matter contemplated by the Company, threatened by any Person or in or with which the Company may become involved;

W. Submit a claim or liability involving the Company to arbitration; x. Prepare, maintain, file, and disseminate returns, reports, statements, and other information for distribution to the Internal Revenue Service, the state of California Franchise Tax Board or Secretary of State, the Members, and for submission to any governmental or regulatory authority or agency; y. Deal directly with relevant state and United States regulatory authorities on behalf of the Company and render decisions with respect to matters involv­ing such authorities; z. Cause the Company to create one or more wholly or partially owned domestic or foreign subsidiaries, which may be corporations, limited liabil­ity companies, or other forms of business entities; aa. Enter into agreements with Members as appropriate; and, bb. Generally, do all things consistent with any and all of the foregoing on behalf of the Company.

Section 5.5 Obligations of the Managers.

A. The Manager shall take all actions that may be necessary or appropriate (i) for the continuation of the Company’s valid existence as a limited liability company under the applicable state laws; (ii) for the operation, manage­ment, and supervision of the Company’s business in accordance with the provisions of this Agreement and applicable laws and regulations.

B. The Manager shall oversee the preparation, review, and safekeeping of the Company’s records and books of accounts of all operations, receipts and expenditures of the Company, and shall institute and maintain such internal controls as may be required to comply with all laws and regulations appli­cable to the Company.

C. The Manager shall deliver to the Members copies of "Information Tax Returns” required under applicable Federal or state income tax laws, includ­ing the Internal Revenue Code of 1986, as amended, as soon as such return may reasonably be prepared, but not later than the due date of such return as may be extended pursuant to statutory or administrative provision. Such returns shall reflect the allocation of the profits or losses of the Company and other tax items as provided in this Agreement to each Member for the Fiscal Year then ended and shall serve as the annual accounting report to be provided to the Interest Holders. The cost of all such reports shall be paid by the Company at the Company’s expense.

D. The Manager shall deliver copies of this Agreement, the Articles of Organization, or any amendments thereto to each Member.

Section 5.6 No Duty to Consult. Except as otherwise specifically provided herein, the Manager shall have no duty or obligation to consult with or seek the advice of the Members.

Section 5.7 Contracting on Behalf of the Company; Related Persons. The Manager, on behalf of the Company, may employ a Member, or a Person related to or affiliated with a Member, to render or perform a service, or may contract to buy property from, or sell property to, any such Member or other Person; provided, that

(i) any such transaction shall be on terms that are fair and equitable to the Company, comparable to those charged by unrelated parties, and no less favorable to the Company than the terms, if any, known to be available from unrelated and unaffiliated Persons; and (ii) all parties with whom the Company contracts will of such qualifications to be consistent with the requirements and guidelines of appli­cable California law. The Manager may employ, engage, and contract with, on behalf of the Company, such Persons, firms, or corporations as the Manager, in the Manager’s discretion, shall deem advisable for the operation and management of the business of the Company, including such managing agents, attorneys, account­ants, insurance brokers, appraisers, experts, consultants, and lenders, on such rea­sonable terms and for such reasonable compensation, as the Manager, in the Manager’s discretion, shall determine. Any such Person, firm, or corporation may include the Manager, or an Affiliate of the Manager, or entities otherwise employed or retained by the Manager or in which the Manager has an interest, provided the compensation paid is in accordance with normal fees charged by independent par­ties for similar services.

Section 5.8 Tax Elections. The Manager shall be authorized to take such actions as the Manager, in the Manager’s discretion, deems necessary or desirable in order to comply with requirements of the Act as promulgated by the Internal Revenue Code of 1986, as amended, for the purposes of complying with federal, local, and state tax requirements. The Manager shall have the power on behalf of the Company, to make, or to refrain from making, or to revoke, any elections and deter­minations referred to in the Act and the Internal Revenue Code of 1986, as amended, including, but not limited to the method(s) of depreciation, the amorti­zation of organizational expenses, and the method of accounting to be employed by the Company. All elections shall be made by the Manager with the Internal Revenue Service (IRS), as applicable, in his or her sole discretion, in consideration of the advice of the Company’s accountants and the underlying interests of the Interest Holders as a whole. In the event that evidence shall be provided that such election was or shall become disadvantageous to any one or more of the Interest Holders, such evidence shall not be deemed to be a demonstration of the commis­sion of an act of willful misconduct or negligence on the part of the Manager. The Manager shall not be responsible to consider the impact on specific members in making any elections.

Section 5.9 Tax Matters Partner. BOB ANDERSON shall act as the "Tax Matters Partner” under the Internal Revenue code of 1986, as amended. The Tax Matters Partner shall, within fifteen (15) business days of receipt thereof, forward to each

Member a photocopy of any correspondence relating to the Company received from the Internal Revenue Service that relates to matters that are of material importance to the Company and/or its Members. The Tax Matters Partner shall, within fifteen (15) business days thereof, advise each Member in writing of the sub­stance of any conversation held with any representative of the Internal Revenue Service that relates to matters that are of material importance to the Company and/or such specific Members. Any reasonable costs incurred by the Tax Matters Partner for retaining accountants and/or attorneys on behalf of the Company in connection with any Internal Revenue Service inquiry or audit of the Company shall be charged as expenses of the Company. The Tax Matters Partner shall pro­vide each Interest Holder with copies of any notices of judicial or administrative proceedings and any other information required by law. The Company expenses of such proceedings shall be paid by the Company out of its assets. With respect to any such matter, the Tax Matters Partner shall be entitled to make all decisions and enter into any agreements on behalf of the Company, which in his or her sole dis­cretion are deemed to be reasonable under the circumstances. In any event, the Tax Matters Partner shall not be obligated to contest or otherwise challenge any adjust­ments made by the Internal Revenue Service. The Manager shall not be required to furnish additional funds to the Company for purposes of entering into or pursuing any proceedings on behalf of the Company. Each Member who elects to participate in any proceedings with respect to such matters shall be responsible for any expenses incurred by such Member in connection with such proceedings.

Section 5.10 Outside Activities. Subject to the provisions of any employment agreement, the Manager, on the Manager’s own account or in conjunction with oth­ers, shall be authorized to engage in other business activities or possess interests in other ventures notwithstanding the Manager’s duties and responsibilities as the Manager of the Company. Notwithstanding the foregoing restrictions, the Manager, and any Affiliates of the Manager, shall not be obligated to present to the Company any particular investment opportunity that may come to their attention even if such opportunity is of a character that might be suitable for investment by the Company or its Members.

Section 5.11 Resignation or Removal of Manager. At any time, BOB ANDER­SON may resign as Manager upon giving at least ninety (90) days prior written notice to the other Members. Any successor Manager may resign upon giving at least ninety (90) days prior written notice to the other Members. A Manager may be removed as Manager only for cause, as defined in any employment agreement, as determined by the affirmative vote of the Members owning one hundred per­cent (100%) of the outstanding Membership Units of the Company as a group, including any Units owned by the Manager or the Manager’s Affiliates. The with­drawal of the Manager shall be deemed to include:

A. The death of the acting Manager;

B. The dissolution of a corporate Manager (provided that, to the extent allowed under the Act and to the extent consistent with relevant Regulations, the inadvertent dissolution and loss of corporate charter by a corporate Manager shall not constitute a dissolution for purposes of this Agreement if its corpo­rate status is reinstated with reasonable promptness after discovery of such loss of charter); or,

C. The dissolution of a Manager that is a partnership or another limited liability company. The effective date of a withdrawal under this Section 5.11 shall be the date of the event giving rise to the withdrawal.

Section 5.12 Replacement of Manager. In the event of the withdrawal of the Manager, the Members holding a majority of all the outstanding Membership Units of the Company as a group, held by the Manager, may elect one or more successor Manager(s). Any powers exercisable by the Manager under this Agreement or oth­erwise shall be exercisable by any successor Manager(s). If a successor Manager is not elected, any powers conferred upon the Manager under this Agreement shall be exercisable by the Members pursuant to the Act. Other than as set forth in Section 5.11, the withdrawing Manager is not required to withdraw as a Member.

SECTION 6: RIGHTS, DUTIES, AND REPRESENTATIONS OF MEMBERS

Section 6.1 No Authority to Act. In accordance with the Articles of Organization of the Company, no Member shall be an agent of the Company or have authority to act for the Company solely by virtue of being a Member. The Members shall not take part in the management of the business nor transact any business for the Company in their capacity as Members, nor shall they have power to sign for or to bind the Company; provided, however, the Members shall have the right to participate in certain decisions as provided herein. In the event that a Member is also an employee or agent of the Company, any activities of a Member in such capacity shall solely be under the supervision and direction of the Manager or other executive employees of the Company.

Section 6.2 Meetings and Voting by Members. Meetings of the Members shall be held, and voting shall be conducted, as determined by (i) the Manager or (ii) 10% of the interested members. Written notice of the meeting must be given not less than ten (10) days nor more than sixty (60) days before the date of the meet­ing. The only business that may be transacted at the meeting is as stated in the meeting notice.

The Members shall be authorized to vote concerning such matters as shall be specifically provided under the terms and conditions of this Agreement and such matters as shall be referred to the Members for voting by the Manager. Except as specifically provided in this Agreement, the unanimous consent of the Members shall not be required with respect to any matter concerning the Company, and the vote of a Majority in Interest of all the Members shall constitute the approval of such matter by the Members. In no event shall an Interest Holder or other trans­feree of an Interest be entitled to vote with respect to such matters until such time as such Interest Holder or transferee shall be admitted to the Company as a Member.

Section 6.3 Review of Books and Records. The Manager shall be authorized to establish standards for the restriction of the accessibility to the Members or to any Interest Holders of the Company documents and information relating to the Company. This authority shall include the right to restrict accessibility to such information to a particular Member or Interest Holder in the event such Person, directly or indirectly, becomes engaged in, or has otherwise acquired an interest in, or an enterprise competitive with the Company’s business. The Manager may main­tain the confidentiality of trade secrets or any other information the disclosure of which the Manager believes in good faith to be detrimental or potentially damag­ing to the Company’s business, or otherwise not in the best interests of the Company. The Manager, in its sole discretion, may determine what information shall be treated as confidential in nature and not available for review, such as infor­mation relating to the compensation of executive employees. The Manager also shall be authorized to restrict accessibility with respect to matters required by law or by agreement with a third party to be kept confidential. Subject to the forego­ing restrictions, any Member shall be authorized to review and inspect Company documents and information that may be required by law to be subject to the review of members. A Member who is interested in reviewing such information shall be required to notify the Manager in writing at least ten business days prior to the date requested for the review. In such written notice, the Member shall be required to state the nature of the review and the purpose reasonably related to such Member’s interest in the Company. Inspection and review shall be performed during normal business hours at the principal office of the Company. Any costs associated with such inspection, including any photocopying charges, shall be the responsibility of such Member.

Section 6.4 Representations and Warranties of Members. Each Member shall immediately notify the Manager if any of the statements made herein or in any sub­scription documents or questionnaires submitted with such Member’s counterpart signature page to this Agreement shall become adversely affected or untrue in any material respect. Each of the Members represents and warrants to the Company as follows:

A. The Member is the sole party in interest as to its participation in the Company;

B. The Member is acquiring its Interest without any present intention of selling or otherwise disposing of such Interest at any particular time or on the hap­pening of any particular event or circumstance, and that the Member has no reason to anticipate any change in circumstances or any other occasion or event that would cause the sale or other disposition of any Interest. The Member acknowledges that the Interest acquired is subject to certain restric­tions on Transfer described herein and, accordingly, is not an entirely liquid investment. The Member also represents and warrants that the Member has made an independent investigation with respect to the acquisition of such Interest and has reviewed the purchase with advisors, to the extent that it deemed such assistance advisable;

C. The Member is not engaged in, nor otherwise holds an interest in, directly or indirectly, an enterprise competitive with the Company’s business; and,

D. The Member understands that the Manager and the Company are represented in matters concerning the Company and this offering by common legal coun­sel. Accordingly, Members should not consider the common counsel of the Manager and the Company to be their independent counsel and should consult with their own legal counsel on all matters concerning the Company or an investment therein. The common legal counsel and other experts performing services for the Manager may also perform services for affiliates of the Manager.

Section 6.5 Covenants Concerning Confidentiality. Each of the Members rec­ognizes that its relationship with the Company may provide the Member with spe­cialized knowledge, which, if used in competition with the Company, could cause serious harm to the Company. Each of the Members acknowledges that the knowl­edge and information acquired by the Member concerning the Company’s tech­nology, ideas, strategies, services, finances, systems, forms, business methods and procedures, costs, prices, credit practices, existing and prospective contracts, per­sonnel records, methods used and preferred by the Company’s business and affili­ates, and all such other relevant business knowledge and information, whether writ­ten or otherwise, constitute a vital part of the Company’s business and is confiden­tial business information some of which may be trade secrets (hereinafter some­times collectively referred to as the "Confidential Materials”) except to the extent such information may be otherwise lawfully and readily available to the general public, and that such information may be acquired through its involvement and participation in the Company.

As a material inducement to the Company and the Manager to admit each of the Members to the Company, each of the Members covenants as follows:

A. The Member shall not at any time, without the written consent of the Company, directly or indirectly, use, divulge, furnish, make available, or disclose for any purpose whatsoever, any aspect concerning the Confidential Materials, which has been made available to the Member as a result of its association with the Company.

B. Upon the termination of the Member’s affiliation with the Company, the Member will return all Confidential Materials, whether prepared by the Company or by the Members, that constitute records of the Company or that contain any information relating to the Company’s business. Such records shall include, by way of illustration and not in limitation of such category of items, all financial statements, records, reports, books, lists, files, letters, mem­oranda, disks and other materials, and any information or data fixed in any tangible medium of expression from which can be perceived, reproduced, or otherwise communicated any information or data relating to the Company’s business.

SECTION 7: TRANSFER OF INTERESTS

Section 7.1 General Restrictions. Except as specifically provided in this Agreement, no Interest Holder at any time shall, voluntarily or involuntarily, trans­fer any of its Interest to any Person. In addition to the restrictions on the Transfer of Interests set forth in this Section 7, no Interest Holder shall Transfer all or any portion of the Holder’s Interest, or any rights with respect to such Interest, unless the following conditions are satisfied:

A. The Manager approves the transfer;

B. The Transfer will not require registration of the Interest under any federal or state securities laws;

C. The transferee delivers to the Company a written instrument agreeing to be bound by the terms of this Agreement;

D. The Transfer will not result in the termination of the Company pursuant to Code Section 708;

E. The Transfer will not result in the Company being subject to the Investment Company Act of 1940, as amended; and,

F. The transferee or the transferor delivers the following information to the Company: (i) the transferee’s taxpayer identification number; and (ii) the transferee’s initial tax basis in the transferred Interest.

Section 7.2 Dissolution of a Member or Sale or Transfer of Interests.

A. If a Member (the "Selling Member”) at any time receives a bona fide offer (the "Offer”) from a third party (the "Prospective Purchaser”) to purchase all or a portion of the Selling Member’s said Interest (the "Offered Interest”), and the Selling Member desires to sell the Offered Interest to the Prospective Purchaser, the Selling Member first must deliver to the Company, written notice containing all material terms and conditions of the Offer and offering to sell the Offered Interest upon the terms set forth in the Offer. The recipi­ents of said notice (collectively, the "Optionors”), then shall have the option to elect to purchase all (but not less than all) of the Offered Interest in accor­dance with the terms contained in the Offer, in the following order of prior­ity: The Interest Holders owning any other Interests, on a Pro Rata Basis among themselves, or, in such other proportions as they shall agree, shall have the right of refusal to purchase any remaining portion of the Offered Interest.

B. If any of the Optionors desire to purchase the Offered Interest, they must elect to exercise said option by sending written notice of such election to the Selling Member within fifteen business days after receiving notice of the Offer. If any of the Optionors exercise their option hereunder, settlement on the purchase of the Offered Interest shall occur within the later to occur of

(a) thirty (30) business days following the date of such notice or (b) the lat­est date for closing provided in the Offer.

C. If none of the Optionors purchases the Offered Interest in accordance with this Section 7.2, then the Selling Member shall have the right to Transfer the Offered Interest to the Prospective Purchaser, provided that:

1) The Transfer is upon terms no more favorable to the Prospective Purchaser than those contained in the Offer;

2) The Transfer is consummated within sixty (60) days after the expiration of the time period during which the Company’s option could have been exercised; and,

3) The conditions to Transfer set forth in Section 7.1 hereof are satisfied.

Section 7.3 Right of Refusal—Potential Interests.

A. If an Interest Holder of a potential Interest (the "Offeror”) at any time receives a bona fide offer (the "Offer”) from a third party (the "Prospective Purchaser”) to purchase all or a portion of the Offeror’s Interest (the "Offered Interest”), and the Offeror desires to sell the Offered Interest to the Prospective Purchaser, the Offeror first must deliver to the Company written notice containing all material terms and conditions of the Offer and offering to sell the Offered Interest to the Company upon the terms set forth in the Offer. The Company, in the sole discretion of the Manager, then shall have the option to elect to purchase the Offered Interest in accordance with the terms contained in the Offer, by sending written notice thereof to the Offeror within fifteen business days after receiving notice of the Offer. If the Company exercises its option hereunder, settlement on the purchase of the Offered Interest shall occur within the later to occur of (a) thirty (30) busi­ness days following the date of such notice or (b) the latest date for closing provided in the Offer.

B. If the Company does not purchase the Offered Interest in accordance with this Section 7.3, then the Offeror shall have the right to Transfer the Offered Interest to the Prospective Purchaser, provided that:

1) The Transfer is upon terms no more favorable to the Prospective Purchaser than those contained in the Offer;

2) The Transfer is consummated within 60 days after the expiration of the time period during which the option could have been exercised; and,

3) The conditions to Transfer set forth in Section 7.1 hereof are satisfied.

Section 7.4 Reasonableness of Restrictions: Void Transfers. Each Interest Holder acknowledges that the restrictions described in this Section 7 are reasonable in view of the purposes of the Company and the relationship of the Members. Any Transfer of an Interest that does not fully comply with all applicable provisions of this Agreement shall be null and void and without effect, ab initio. Any Person who claims to be the transferee of an Interest, or any Person to whom rights attributa­ble to any such Interest are attempted to be transferred in violation of this Section, shall not be entitled to: vote on matters coming before the Members, participate in the management of the Company, act as an agent of the Company, receive distri­butions from the Company or have any other rights in or with respect to such Interest.

Section 7.5 Enforceability. It is recognized by the parties that the provisions of this Section 7 are of particular importance for the protection and promotion of their existing and future interests. The parties further acknowledge that the rela­tionship of all of the Members is and will be such that, in the event of any breach of the restrictions and procedures set forth in this Agreement, a claim for monetary damages may not constitute adequate remedy and that irreparable damage would result if this Agreement were not enforced. If any dispute arises concerning the Transfer of an Interest in the Company, a preliminary restraining order and an injunction may be issued to restrain the Transfer pending determination of the con­troversy. Should any controversy arise concerning the right or obligation to pur­chase or sell any Interest in the Company, such right or obligation shall be enforce­able in a court by a decree of specific performance. Such remedy shall be cumula­tive and not exclusive, and shall be in addition to any other remedy that the parties may have. No objection to the form of action or to the relief prayed for in any pro­ceeding for the specific performance of this Agreement shall be raised by any party, in order that such relief may be obtained by the other party or parties not in breach hereunder.

SECTION 8: CESSATION OF MEMBERSHIP

Section 8.1 Voluntary Withdrawal. No Member or Interest Holder shall be enti­tled to Voluntarily Withdraw from the Company prior to the termination of the Company. No Member or Interest Holder shall be entitled to receive the fair mar­ket value of its Interest in the Company at any time prior to the termination of the Company except to the extent otherwise provided in Section 9.3 hereof upon the dissolution and winding up of the affairs of the Company.

Section 8.2 Involuntary Withdrawal. Immediately upon the occurrence of an Involuntary Withdrawal of a Member, the successor or legal representative of such Member shall not become a Member, but shall become an Interest Holder entitled to such rights (economic and otherwise) provided under the Act to the assignee of an interest in a limited liability company, except that such successor shall not be entitled to receive in liquidation of the Interest, pursuant to the Act, the fair mar­ket value of the Member’s Interest as of the date of the Member’s Involuntary Withdrawal from the Company.

SECTION 9: DISSOLUTION AND WINDING UP

Section 9.1 Events of Dissolution of Company. Notwithstanding any provisions of the Act to the contrary, the Company shall be dissolved only upon the happen­ing of any of the following events:

A. Upon the expiration of the term of the Company as stated in the Articles of Organization;

B. Upon the determination of a Majority in Interest of Members that the Company shall be dissolved; or,

C. Upon such time as there are fewer than two Members of the Company.

Section 9.2 Continuation of business. The cessation of membership by a Member of the Company shall not cause dissolution of the Company.

Section 9.3 Winding Up. If the Company is dissolved and the business of the Company is not continued in accordance with Section 9.1(c) hereof, the Manager shall wind up the Company’s affairs. In the event of the liquidation of the Company, a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities. On winding up of the Company, the assets of the Company shall be distributed as follows:

A. To the payment of debts and liabilities of the Company (other than those owed to other Members) and the expenses of liquidation;

B. To the establishment and funding of such reserves as the Manager or the liq­uidating agent, if there be one, may reasonably deem necessary for contingent liabilities or obligations of the Company, provided that such reserves, or any part thereof, not required to be paid over for such contingent liabilities shall be distributed as hereinafter provided;

C. To the repayment of any loans or advances made by any Members to the Company (in proportion to their respective advances if the amount available for repayment shall be insufficient to satisfy all such advances); and,

D. To each of the Interest Holders on account of such Interest Holder’s Interest in the Company in an amount equal to each such Interest Holder’s positive Capital Account balance immediately preceding the liquidation of the Company, but after giving effect to any tax allocations under Section 4.5 hereof and Exhibit C, which is attached hereto and incorporated by reference herein.

It is the intention of the Members that the foregoing distributions under Sub­Paragraph (d) shall be in accordance with the distribution provisions set forth in Section 4 hereof. Each Interest Holder’s Capital Account shall be adjusted for the Company’s taxable year during which such liquidation occurs. Liquidating distri­butions shall be made by the end of such taxable year (or, if later, within ninety (90) days after the date of such liquidation).

Section 9.4 No Obligation to Restore Deficit Account Balances. No Interest Holder shall be required to contribute to the capital of the Company any amount necessary to restore a deficit balance in such Interest Holder’s Capital Account to zero. No Interest Holder shall have any rights of contribution with respect to any such deficit balances in any Interest Holder’s Capital Account.

Section 9.5 Liquidating Agent or Trust. In the discretion of the Manager, a pro rata portion of the distributions that would otherwise be made to the Interest Holders under Section 9.3 hereof may be:

A. distributed to a trust established for the benefit of the Interest Holders for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company to the Interest Holders arising out of or in connection with the Company. The assets of any such trust shall be distributed to the Interest

Holders from time to time, in the reasonable discretion of the Manager, in accordance with the same priorities and in the same proportions as the amount distributed to such trust by the Company as would otherwise have been distributed to the Interest Holders pursuant to this Agreement or

B. withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) to reflect the unrealized portion of installment obligations owed by the Company, provided that such withheld amounts shall be dis­tributed to the Interest Holders as soon as practicable.

Section 9.6 Articles of Cancellation and Articles of Dissolution. If the Company is dissolved, the Manager promptly shall file Articles of Dissolution with the State of CALIFORNIA, and upon the mailing of proper notices, shall file Articles of Cancellation with the State of CALIFORNIA concerning the termination of the Company. If there is no Manager remaining on the Manager, then the Articles of Cancellation shall be filed by the last Person to be a Member; if there are no remaining Members, nor a Person who last was a Member, then the Articles shall be filed by the legal or personal representative of the Person who last was a Member.

SECTION 10: INDEMNIFICATION OF THE MANAGERS

Section 10.1 General. The Company shall indemnify the Manager against all claims by Persons other than the Members or the Company which arise in connec­tion with the business of the Company, including attorney’s fees, and including any claim or liability arising by reason of an error of judgment, act, or omission of such party, whether or not disclosed to the Members, provided that the actions (or fail­ure to act) of the Manager did not constitute gross negligence, willful misconduct, or willful misrepresentation with respect to such error, act, or omission. Advances from the Company for payment of costs and attorney’s fees as incurred shall be authorized only if the action was initiated by a third party who is not a Member and the indemnitee agrees to repay the advanced funds to the Company in the event they are not entitled to indemnification hereunder. Any indemnification under this Section shall be recoverable only out of the assets of the Company, and no Member shall have any personal liability with respect thereto.

Section 10.2 Limitation of Liability. The Manager shall not be liable or account­able in damages to the Company or to any of the Interest Holders with respect to any act, omission, or error in judgment, whether or not constituting negligence, taken in its capacity as the Manager on behalf of the Company, except for any act or omission constituting gross negligence, willful misconduct, or willful misrepre­sentation.

Section 10.3 Successful Defense of Litigation. In addition to, and not in limita­tion of, any rights set forth in this Agreement or provided under the Act, the Manager, if successful on the merits or otherwise in the defense of any proceeding in which it was made a party by reason of acting in the capacity of the Board of Managers, shall be indemnified against reasonable expenses (including without lim­itation attorney’s fees, other professional fees, court costs, and travel costs) incurred by the Manager in connection with such proceeding.

SECTION 11: POWER OF ATTORNEY FOR LIMITED PURPOSES

Section 11.1 Manager as Attorney-in-Fact. Each Interest Holder hereby makes, constitutes, and appoints the Manager, his/her/its true and lawful attorney-in-fact for such Interest Holder and in his/her/its name, place, and stead and for his/her/its use and benefit, to sign, execute, certify, acknowledge, swear to, file, and record (a) this Agreement and all agreements, certificates, instruments, and other documents amending or changing this Agreement as now or hereafter amended in accordance with this Agreement that the Manager may deem necessary, desirable, or appropri­ate including, without limitation, amendments, or changes to reflect: (i) the exer­cise by the Manager of any power granted to the Manager under this Agreement;

(ii) any amendments adopted by the Members in accordance with the terms of this Agreement; (iii) the admission of any Member pursuant to the terms of this Agreement; and, (iv) the disposition by any Member of an Interest in the Company and (b) any certificates, instruments, and documents as may be required by, or may be appropriate under the laws of the State of CALIFORNIA or any other state or jurisdiction in which the Company is doing or intends to do business. Each Interest Holder authorizes such attorney-in-fact to take any further action that such attor­ney-in-fact shall consider necessary or advisable in connection with any of the fore­going, hereby giving such attorney-in-fact full power and authority to do and per­form each and every act or thing whatsoever requisite or advisable to be done and performed in connection with the foregoing as fully as such Interest Holder might or could do and perform personally, and hereby ratifying and confirming all that any such attorney-in-fact shall lawfully do and perform or cause to be done and performed by virtue thereof or hereof.

Section 11.2 Nature as Special Power. The power of attorney granted pursuant to this Section:

A. Is a special power of attorney coupled with an interest, and is irrevocable;

B. May be exercised by any such attorney-in-fact by listing the Interest Holders executing any agreement, certificate, instrument, or other document with the single signature of any such attorney-in-fact acting as attorney-in-fact for such Interest Holders; and,

Shall survive the death, disability, legal incapacity, bankruptcy, insolvency, dis­solution, or cessation of existence of an Interest Holder and shall survive the deliv­ery of an assignment by an Interest Holder of the whole or a portion of his/her/its interest in the Company, except that where the assignment is of such Interest Holder’s entire interest in the Company and the assignee, with the consent of the Manager, is admitted to the Company as a Member, the power of attorney shall sur­vive the delivery of such assignment for the sole purpose of enabling any such attor­ney-in-fact to effect such substitution.

SECTION 12: AMENDMENT

Section 12.1 Required Vote as to Noneconomic Matters. With respect to any matters not specifically set forth in Section 12.2 hereof, the required vote for the approval of any proposed amendment to this Agreement shall be a Majority in Interest of the Members. The Manager, in consultation with the Company’s legal counsel, shall make the determination of whether a proposed amendment shall constitute a matter for approval pursuant to this Section 12.1.

Section 12.2 Unanimous Consent for Certain Amendments. Notwithstanding the provisions of Section 12.1 hereof, if the effect of any proposed amendment to this Agreement or to the Articles of Organization would be to increase the liability of the Members, or to change the contributions required of the Members, the rights and interest of any Member in distributions from the Company or any Members’ rights upon liquidation of the Company, such proposed amendment shall be adopted only upon the unanimous written consent of all the Members.

SECTION 13: MISCELLANEOUS PROVISIONS

Section 13.1 Books. All of the books of account, records, and data, together with an executed copy of the Articles of Organization and any amendments thereto, shall at all times be maintained at the principal office of the Company, or at such other place as is designated by the Manager.

Section 13.2 Banking. All funds of the Company shall be deposited in its name in such checking account or in other accounts as shall be designated by the Manager. All withdrawals therefrom are to be made upon checks signed by those Persons who may from time to time be designated by the Manager.

Section 13.3 Accountants. All financial statements requiring delivery to the Members under this Agreement shall be audited by Certified Public Accountants chosen by the Manager. Such statements shall be prepared in accordance with the accounting procedures and elections as may be determined from time to time by the Manager in consultation with such accountants.

Section 13.4 Notices. All notices required under this Agreement shall be in writ­ing and shall be deemed to have been given and effective three days following deposit of same in a receptacle of the United States Postal Service by certified or registered mail, postage prepaid, or upon personal delivery or transmittal by elec­tronic means. Notices shall be addressed as follows, or at such other addresses des­ignated by notice to the Company: (i) if to the Company or to the Manager, at the principal office thereof set forth in Section 1.3 hereof; (ii) if to any Interest Holder, at the address set forth in Exhibit A, as may be amended from time to time.

Section 13.5 Further Assurances. The parties hereto shall execute, acknowledge, and deliver such further instruments the Manager may deem expedient or neces­sary in the operation of the Company and the achievement of its purpose, and shall perform such further acts and things as may be required or appropriate to carry out the intent and purpose of this Agreement.

Section 13.6 Integration. This Agreement constitutes the entire agreement among the parties pertaining to its subject matter and supersedes all prior and con­temporaneous verbal and written agreements and undertakings of the parties in connection therewith.

Section 13.7 Binding Effect. Except as otherwise provided herein and subject to the restrictions on assignment set forth herein, all provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the par­ties hereto and each of their respective heirs, executors, administrators, personal representatives, successors, and assigns.

Section 13.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute one Agreement, binding on all the par­ties hereto, even though all the parties are not signatories to the original or the same counterpart. In addition, this Agreement may contain more than one counterpart of the signature page and this Agreement may be executed by the affixing of the signatures of each of the Members to one of such counterpart signature pages; all of such signature pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page.

Section 13.9 Headings. The headings of the sections of this Agreement are inserted for convenience or reference only and shall not be deemed to be part of this Agreement.

Section 13.10 Agency. Except as provided herein, nothing herein contained shall be construed to constitute any Member hereof the agent of any other Member hereof or to restrict the Members from carrying on their own respective businesses or activities.

Section 13.11 Gender. Wherever appropriate, any reference herein to the sin­gular shall include the plural, any reference to the masculine shall include the fem­inine gender, and any reference to "it” shall include "his” or "her” or vice versa, as the case may be.

Section 13.12 Reimbursement for Company Expenses. The Company shall reimburse any Member or an Affiliate of any Member who has, prior to or after the execution of this Agreement, made payments for or on behalf of the Company, sub­ject, however, to the terms of any other agreements of such Members with the Company.

Section 13.13 Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason what­soever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.

Section 13.14 Incorporation by Reference. Every exhibit, schedule, or appendix attached to this Agreement and referenced herein is hereby incorporated into this Agreement by reference.

Section 13.15 Applicable Law. The laws of the State of CALIFORNIA shall govern the validity of this Agreement, the construction of its terms and the inter­pretation of the rights and duties of the Members.

COUNTERPART SIGNATURE PAGE TO OPERATING AGREEMENT

This Counterpart Signature Page, when duly executed by the undersigned and attached to that certain Operating Agreement of ANDERSON INDUSTRIES, LLC, shall make the undersigned a party to said Agreement and shall bind the undersigned to the terms and conditions of said Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Operating Agreement as of the day and year first above written and executed this Counterpart Signature Page as of the date written below.

ANDERSON INDUSTRIES, LLC

By:_________________________________________________________

BOB ANDERSON, Manager

State _______________________________________________________

Ss.

County______________________________________________________

On this___________ day of____________________ ,___________ , before me,

______________________ , the undersigned officer, personally appeared BOB

ANDERSON, known to me to be the person whose name is signed to the forego­ing instrument, and acknowledged the execution thereof for the uses and purposes therein set forth.

IN WITNESS WHEREOF I have hereunto set my hand and official seal.

Notary Public

My Commission Expires

EXHIBIT A: CAPITAL CONTRIBUTION

Member # of Membership Units Capital Commitment

BOB ANDERSON 765,000 $5,000

$5,000

подпись: $5,0003499 MALCOLM AVENUE LOS ANGELES, CALIFORNIA 85254

TOTAL COMMITMENTS:

EXHIBIT B: DEFINITIONS

For purposes of the Operating Agreement of ANDERSON INDUSTRIES, LLC, and the Exhibits attached thereto, the following terms shall, unless the context other­wise requires, have the meanings specified in this Exhibit B.

"Act” means the CALIFORNIA Limited Liability Company Act, as amended from time to time.

"Adjusted Capital Account Deficit” means, with respect to any Interest Holder, the deficit balance, if any, in the Interest Holder’s Capital Account as of the end of the relevant taxable year, after giving effect to the following adjustments: (a) the deficit shall be decreased by the amounts which the Interest Holder is obli­gated to restore pursuant to Section 1 of Exhibit C to the Agreement, or is deemed obligated to restore pursuant to Regulations Section 1.704- l(b)(2)(ii)(c); and (b) the deficit shall be increased by the items described in Regulations Section 1.704-l(b)(2)(ii)-(d)(4), (5) and (6).

"Affiliate” means, with respect to any Member, any Person: (a) which owns more than 50% of the voting interests of the Member; (b) in which the Member owns more than 50% of the voting interests; or (c) in which more than 50% of the voting interests are owned by a Person that has a familial or business relation­ship with the Member.

"Agreement” or "Operating Agreement” means the Operating Agreement of the Company, as it may be amended from time to time.

"Bankruptcy,” "Bankrupt” and derivations thereof, means the occurrence of any of the following events with respect to the applicable Person: (a) the Person makes an assignment for the benefit of creditors; (b) the Person files a voluntary petition of bankruptcy; (c) the Person is adjudged bankrupt or insolvent or there is entered against the Person an order for relief in any bankruptcy or insolvency proceeding; (d) the Person files a petition or answer seeking for the Person any reorganization, arrangement, composition, readjustment, liquidation, dissolu­tion, or similar relief under any statute, law, or regulation; (e) the Person seeks, consents to, or acquiesces in the appointment of a trustee for, receiver for or liq­uidation of the Person or of all or any substantial part of the Person’s properties; (f)any proceeding against the Person seeking reorganization, arrangement, com­position, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation, which continues for 120 days after the commence­ment thereof, or the appointment of a trustee, receiver, or liquidator for the Person or all or any substantial part of the Person’s properties without the Person’s agreement or acquiescence, which appointment is not vacated or stayed for 120 days or, if the appointment is stayed, for 120 days after the expiration of the stay the appointment is not vacated; not only to an adjudication, finding, or determination of bankruptcy under the federal Bankruptcy Code, but also to an adjudication of insolvency under any state or local insolvency procedure.

"Capital Account” means an account for each Interest Holder maintained on the books of the Company in accordance with the following provisions: (a) An Interest Holder’s Capital Account shall be credited with the Interest Holder’s Capital Contributions, the amount of any Company liabilities assumed by the Interest Holder (or which are secured by Company property distributed to the Interest Holder), the Interest Holder’s distributive share of Net Profits, and any item in the nature of income or gain specially allocated to such Interest Holder pursuant to the provisions of Exhibit C to the Agreement (other than Section 6 thereof); (b) An Interest Holder’s Capital Account shall be debited with the amount of money and the Gross Asset Value of any Company property distrib­uted to the Interest Holder, the amount of any liabilities of the Interest Holder assumed by the Company (or which are secured by property contributed by the Interest Holder to the Company), the Interest Holder’s distributive share of Net Losses and any item in the nature of expenses or losses specially allocated to such Interest Holder pursuant to the provisions of Exhibit C to the Agreement;

(c) In the event of the Transfer of an Interest in accordance with the Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent the Capital Account is attributable to the transferred Interest; (d) If the book value of Company property is adjusted pursuant to the provisions of Exhibit C to the Agreement, the Capital Account of each Interest Holder shall be adjusted to reflect the aggregate adjustment in the same manner as if the Company had recognized gain or loss equal to the amount of such aggregate adjustment; and (e) It is intended that the Capital Accounts of all Interest Holders shall be maintained and adjusted in accordance with the Code and the Regulations promulgated thereunder, and all provisions of the Agreement relat­ing to the maintenance of Capital Accounts shall be interpreted and applied in a manner consistent with those Regulations. In determining the amount of lia­bilities for purposes of the foregoing, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code or Regulations.

"Capital Contribution” means, with respect to any Member, the total amount of cash and the fair market value of any other assets contributed (or deemed con­tributed under Regulations Section 1.704-l(b)(2)(iv)(d)) as capital to the Company with respect to the Interest held by such Member, net of liabilities assumed or to which the contributed assets may be subject at the time of such contribution.

"Capital Transaction” means any transaction not in the ordinary course of busi­ness which results in the Company’s receipt of cash or other consideration other than Capital Contributions, including, without limitation, proceeds of sales or exchanges or other dispositions of assets not in the ordinary course of business, financings, refinancings, condemnations, recoveries of damage awards, and insur­ance proceeds.

"Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section thereof shall be deemed to include any corresponding tax provision in statutory codes of any state or a political subdivision thereof, or CALIFOR­NIA, and shall be deemed to include any corresponding provision of any future Internal Revenue Codes of the United States.

"Company” means the limited liability company formed and continued under the Agreement.

"Depreciation” means, for each Fiscal Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such Fiscal Year, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortiza­tion, or other cost recovery deduction for such Fiscal Year bears to such begin­ning adjusted tax basis; provided, however, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Manager.

"Executive Employee” means an employee of the Company to whom the Manager has delegated specific duties and authority to carry out the operation and management of the Company’s business.

"Fiscal Year” means any of the applicable periods ending on December 31 dur­ing the existence of the Company, or any other applicable period for which the Company shall close its books and records for accounting and tax reporting pur­poses.

"Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

A. the initial Gross Asset Value of any asset contributed by a Member to the Company as a Capital Contribution shall be the gross fair market value of such asset, as determined by the contributing Member and the Manager;

B. the Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Manager, as of the following times: (i) the acquisition of an additional interest in the Company by any new or existing Interest Holder in exchange for more than a de minimis Capital Contribution, (ii) the distribution by the Company to an Interest Holder of more than a de minimis amount of Property as consideration for an Interest in the Company; and (iii) the liquidation of the Company within the meaning of Regulations Section

1.704- l(b)(2)(ii)(g), provided, however, that adjustments pursuant to clauses (i) and (ii) above shall be made only if the Manager reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Interest Holders;

C. the Gross Asset Value of any Company asset distributed to any Interest Holder shall be adjusted to equal the gross fair market value of such asset on the date of distribution as determined by the distributee and the Manager; and,

D. the Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-l(b)(2)(iv)(m), as promulgated pursuant to the Code and Section 30(f) hereof and Section 3(g) of Exhibit C to the Agreement; provided, however, that Gross Asset Values shall not be adjusted pursuant to this Section to the extent the Manager determines that an adjustment pursuant to Section

(b) hereof is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this Section. If the Gross Asset Value of an asset has been determined or adjusted pur­suant to Section (a) or (b) hereof, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Profits and Net Losses.

"Interest” means an Interest Holder’s entire economic right, title, and ownership interest in the Company at any particular time.

"Interest Holder” means any Person who owns an Interest, whether as a Member or as an unadmitted economic transferee of or successor-in-interest to an Interest.

"Involuntary Withdrawal” means, with respect to any Member, the occurrence of any of the following events:

A. The Member becomes bankrupt;

B. If the Member is an individual, the Member’s death or the adjudication by a court of competent jurisdiction that the Member is incompetent to manage the Member’s person or property;

C. If the Member is acting as a Member by virtue of being a trustee of a trust, the termination of the trust;

D. If the Member is a partnership or another limited liability company, the dissolution and commencement of winding up of the partnership or lim­ited liability company;

E. If the Member is a corporation, the dissolution of the corporation or the revocation of its charter; or,

F. If the Member is an estate, the distribution by the fiduciary of the estate’s entire interest in the limited liability company.

"LLC” refers to the Company, ANDERSON INDUSTRIES, LLC.

"LLC Minimum Gain” has the same meaning as "Partnership Minimum Gain” set forth in Regulations Sections 1.704-2(b)(2) and 1.704-2(d). LLC Minimum Gain shall be computed separately for each Interest Holder in a manner consis­tent with the Regulations under Code Section 704(b).

"Majority in Interest” means the Members that own, in the aggregate, more than 50% of all the Percentage Interests in the Company.

"Member(s)” means, individually and collectively, each Person who executes the Agreement and is admitted to the Company as a Member in accordance with the terms and conditions set forth in the Agreement.

"Member Nonrecourse Debt” has the meaning for "Partner Nonrecourse Debt” set forth in Regulations Section 1.704-2(b)(4).

"Member Nonrecourse Debt Minimum Gain” means an amount, with respect to each Member Nonrecourse Debt, equal to the LLC Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704-2(i)(3).

"Member Nonrecourse Deductions” has the meaning for "Partner Nonrecourse Deductions” set forth in Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).

"Net Available Cash Flow” means:

A. All cash receipts as shown on the books of the Company for any Fiscal Year (excluding Capital Contributions from Members, proceeds of Company loans or borrowing, excess financing proceeds, or net proceeds to the Company from the sale or the disposition of any of the assets of the Company), reduced by cash disbursements in such Fiscal Year for Company purposes including all costs and expenses associated with the conduct of the business of the Company, all payments made on account of and with respect to Company loans and borrowings, all costs and expenses of Company financing and all costs and expenses of operating and managing the assets of the Company, all loans and advances made by the Company and all cash reserves set aside by the Manager, which shall be deemed in its sole discretion, reasonable and necessary to accomplish the purposes of the Company’s business; or

B. Any other funds other than Net Available Cash Flow, including amounts previously set aside as reserves, deemed available for distribution in the sole discretion of the Manager.

"Net Capital Proceeds” means the gross receipts received by the Company from a Capital Transaction, less any and all amounts that the Manager determines, in its sole discretion, are necessary for the payment of or due provision for (a) the liabilities of the Company to all creditors, including the expenses of the Capital Transaction, and/or (b) additional requirements for funds in connection with the Company’s business. Net Capital Proceeds in any Fiscal Year will include any amounts of receipts from a Capital Transaction received in prior Fiscal Years and previously set aside as reserves by the Manager, deemed available at the sole discretion of the Manager for distribution to the Interest Holders.

"Net Profits” and "Net Losses” means, for each Fiscal Year, an amount equal to the Company’s taxable income or loss for such Fiscal Year, determined in accor­dance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

A. Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Profits or Net Losses pursuant to this Section shall be allocated separately among the Interest Holders and shall not be added to such taxable income or loss;

B. Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pur­suant to Regulations Section 1.704-l(b)(2)(iv)(i), and not otherwise taken into account in computing Net Profits or Net Losses pursuant to this Section shall be subtracted from such taxable income or loss;

C. In the event the Gross Asset Value of any Company asset is adjusted pur­suant to Section 15(b) or (c) hereof, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Net Profits or Net Losses;

D. Gain or loss resulting from any disposition of Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property dis­posed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

E. In lieu of the depreciation, amortization, and other cost recovery deduc­tions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year, computed in accordance with Section 15 hereof;

F. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Regulations Section 1.704-l (b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a dis­tribution other than in complete liquidation of an Interest Holder’s Interest, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Net Profits or Net Losses; and

G. Notwithstanding any other provision of this Section, any items which are specially allocated pursuant to Section 3 or 4 of Exhibit C to the Agreement shall not be taken into account in computing Net Profits or Net Losses. The amounts of the items of Company income, gain, loss or deduction available to be specially allocated pursuant to Sections 3 and

4 of Exhibit C to the Agreement shall be determined by applying rules analogous to those set forth in Sections (a) through (g) above.

"Nonrecourse Deductions” has the meaning set forth in Regulations Section

1.704-2(b)(1).

"Nonrecourse Liability” has the meaning set forth in Regulations Section 1.752- l(a)(2).

"Percentage Interest(s)” means the percentage which the Interest(s) of the appli­cable Member or Interest Holder, or group of Members or Interest Holders, bears to the entire applicable group of Members or Interest Holders, as set forth in Exhibit A.

"Person” means any individual, estate, corporation, partnership, association, lim­ited liability company, trust, or other entity.

"Pro Rata Basis” means an allocation of the referenced distributions, tax items, dilution or other item among the group of Members or Interest Holders being referred to proportionate with said Persons’ relative Percentage Interests.

"Regulations” means the Regulations of the U. S. Department of Treasury prom­ulgated under the Code.

"Transfer” means, when used as a noun, any voluntary or involuntary sale, hypothecation, pledge, assignment, attachment, gift, or other disposition, and, when used as a verb, means, voluntarily or involuntarily to sell, hypothecate, pledge, assign, permit the attachment of, or otherwise dispose of.

"Voluntary Withdrawal” means a Member’s dissociation with the Company by means other than a Transfer or an Involuntary Withdrawal.

EXHIBIT C: TAX ALLOCATIONS

Section 1. Net Profits. After giving effect to the special allocations set forth in Sections 3 and 4 of this Exhibit C, Net Profits for any Fiscal Year shall be allocated among all of the Interest Holders on a Pro Rata Basis.

Section 2. Net Losses. After giving effect to the special allocations set forth in Sections 3 and 4 of this Exhibit C, Net Losses for any Fiscal Year shall be allocated as set forth in Section 2(a) hereof, subject to the limitation in Section 2(b) hereof.

A. Net Losses for any Fiscal Year shall be allocated in the following order and priority: (i) first, to all of the Interest Holders on a Pro Rata Basis in an amount equal to the excess, if any, of (1) the cumulative Net Profits allocated pursuant to this Section for all prior Fiscal Years, over (2) The cumulative Net Losses allocated pursuant to this Section for all prior Fiscal Years; and (ii) The balance, if any, to all of the Interest Holders on a Pro Rata Basis.

B. The Net Losses allocated pursuant to Section 2(a) of this Exhibit C shall not exceed the maximum amount of Net Losses that can be so allocated without causing any Interest Holder to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the Interest Holders would have Adjusted Capital Account Deficits as a con­sequence of an allocation of Net Losses pursuant to Section 2(a) of this Exhibit C, the limitation set forth in this Section 2(b) shall be applied on an Interest Holder by Interest Holder basis so as to allocate the maximum permissible Net Losses to each Interest Holder under Regulations Section

1.704- l(b)(2)(ii)(d), . All Net Losses in excess of the limitations set forth in this Section 2(b) shall be allocated to all of the Interest Holders on a Pro Rata Basis.

Section 3. Special Allocations. The following special allocations shall be made in the following order:

A. Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(f), and notwithstanding any other provision of this Exhibit C, if there is a net decrease in LLC Minimum Gain during any Fiscal Year, each Interest Holder shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Interest Holder’s share of the net decrease in LLC Minimum Gain, determined in accordance with Regulations Section 1.704- 2(g). The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 3(a) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f), and shall be interpreted consistently there­with.

B. Member Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision

Of this Exhibit C, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Company Fiscal Year, each Interest Holder who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Person’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Interest Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections

1.704- 2(i)(4) and 1.704-2(j)(2). This Section 3(b) is intended to comply with the minimum gain chargeback requirement in Regulations Section

1.704- 2(i)(4), and shall be interpreted consistently therewith.

C. Qualified Income Offset. In the event any Interest Holder unexpectedly receives any adjustments, allocations or distributions described in Regulations Sections 1.704-l(b)(2)(ii)(d)(4), 1.704-l(b)(2)(ii)(d)(5), or

1.704- l(b)(2)(ii)(d)(6), items of Company income and gain shall be spe­cially allocated to each such Interest in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Interest Holder as quickly as possible, provided that an allocation pursuant to this Section 3(c) shall be made only if and to the extent that such Interest Holder would have an Adjusted Capital Account Deficit after all other allocations provided for in this Exhibit C have been tentatively made as if this Section 3 were a part of the Agreement.

D. Gross Income Allocation. In the event any Interest Holder has a deficit Capital Account at the end of any Company Fiscal Year which is in excess of the sum of (i) the amount such Interest Holder is obligated to restore pursuant to any provision of the Operating Agreement, and (ii) the amount such Interest Holder is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704- 2(g)(1) and 1.704-2(i)(5), each such Interest Holder shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 3(d) shall be made only if and to the extent that such Interest Holder would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Exhibit C have been made as if Section 3(c) and (d) of this Exhibit C were not in the Agreement.

E. Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year shall be allocated to all of the Interest Holders on a Pro Rata Basis.

F. Member Nonrecourse Deductions. Any Member Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Interest Holder who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i)(1).

G. Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b), is required (pursuant to Regulations Sections

1.704- l(b)(2)(iv)(m)(2) or 1.704 - l(b)(2)(iv)(m)(4), ) to be taken into account in determining Capital Accounts as the result of a distribution to an Interest Holder in complete liquidation of its interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Interest Holders on a Pro Rata Basis or in the event that Regulations Section 1.704-l(b)(2)(iv)(m)(2), applies, or to the Interest Holder to whom such distribution was made in the event that Regulations Section 1.704-l(b)(2)(iv)(m)(4), applies.

H. Preferred Return Allocations. In the event, at any time and for any rea­son, there arises a disproportion in the Capital Account balances of the Interest Holders, then prior to the liquidation of the Company, in accor­dance with Section 9 of the Operating Agreement, or at such earlier times and in such amounts as the Manager shall determine in its sole dis­cretion, all or a portion of the remaining items of Company income or gain, if any, shall be specially allocated among the Interest Holders in such manner necessary to bring the Capital Account balances of the Interest Holders into proportion with their then existing Percentage Interests.

I. Allocations Relating to Taxable Issuance of Interests. Any income, gain, loss, or deduction realized as a direct or indirect result of the issuance of an Interest by the Company to an Interest Holder (the "Issuance Items”) shall be allocated among the Interest Holders so that, to the extent pos­sible, the net amount of such Issuance Items, together with all other allo­cations under the Operating Agreement to each Interest Holder, shall be equal to the net amount that would have been allocated to each such Interest Holder if the Issuance Items had not been realized.

Section 4. Curative Allocations. The allocations set forth in Sections 2(b), 3(a), 3(b), 3(c), 3(d), 3(e), 3(f) and 3(g) of this Exhibit C (the "Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss, or deduction pursuant to this Section 4.

Therefore, notwithstanding any other provision of this Exhibit C (other than the Regulatory Allocations), the Manager shall make such offsetting special alloca­tions of Company income, gain, loss, or deduction in whatever manner it deter­mines appropriate so that, after such offsetting allocations are made, each Interest Holder’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Interest Holder would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Sections 1, 2(a), and 3(h) hereof. In exercising its discretion under this Section 4, the Manager shall take into account future Regulatory Allocations under Sections 3(a) and 3(b) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Sections 3(e) and 3(f).

Section 5. Other Allocation Rules.

A. For purposes of determining the Net Profits, Net Losses, or any other items allocable to any period, Net Profits, Net Losses, and any such other items shall be determined on a daily, monthly or other basis, as deter­mined by the Manager, using any permissible method under Code sec­tion 706 and the Regulations thereunder.

B. All allocations to the Interest Holders pursuant to this Exhibit C, except as otherwise provided, shall be divided among them on a Pro Rata Basis.

C. The Interest Holders are aware of the income tax consequences of the allocations made by this Exhibit C and hereby agree to be bound by the provisions of this Exhibit C in reporting their shares of Company income and loss for income tax purposes.

D. Solely for purposes of determining an Interest Holder’s proportionate share of the "excess nonrecourse liabilities” of the Company within the meaning of Regulations Section 1.752-3(a)(3), the Interest Holders’ interests in Company profits shall be deemed to be on a Pro Rata Basis.

E. To the extent permitted by Regulations Section 1.704-2(h)(3), the Manager shall endeavor to treat distributions of Net Available Cash Flow or Net Capital Proceeds as having been made from the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt only to the extent that such distributions would cause or increase an Adjusted Capital Account Deficit for any Interest Holder.

F. Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Profits or Net Losses pursuant to the terms of the Agreement or any Exhibits thereto shall be allocated separately to all of the Interest Holders on a Pro Rata Basis.

Section 6. Tax Allocations: Code Section 704 (c). In accordance with Code Section 704 (c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company, solely for tax purposes, shall be allocated among the Interest Holders so as to take account of any variation between the adjusted basis of such property to the Company for fed­eral income tax purposes and its initial Gross Asset Value (computed in accordance with Section 14(a) of Exhibit B to the Operating Agreement). In the event the Gross Asset Value of any Company asset is adjusted pursuant to Section 14(b) of Exhibit A to the Operating Agreement, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such allocations shall be made by the Manager in any manner that reasonably reflects the purpose and intention of the Operating Agreement. Allocations pursuant to this Section 6 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Person’s Capital Account or share of Net Profits, Net Losses, other items or distributions pursuant to any provision of this Agreement.

The Limited Liability Company membership interests have not been registered under the Securities Act of 1933, as amended (the "Act”), any state securities laws, or the laws of any other nation or jurisdiction, and may not be sold or otherwise transferred unless the same have been included in an effective registration state­ment under the Act or such laws, or an opinion of counsel, satisfactory to the Manager of the Company, has been rendered to the Company, that an exemption from registration under applicable securities laws is available. In addition, transfer or other disposition of the Limited Liability Company membership interests is restricted as provided in the Operating Agreement.

EXECUTION PAGE FOR THE OPERATING AGREEMENT OF ANDERSON INDUSTRIES, LLC

IN WITNESS WHEREOF, the parties hereto have executed this Operating Agreement in multiple counterparts as of the day and in the year first above writ­ten, and each of such counterparts, when taken together, shall constitute one and the same instrument.

SIGNATURE OF THE MANAGER

BY:_____________________________________ DATE:_____________________

BOB ANDERSON, Initial Manager

SIGNATURE OF THE MEMBER

BY:_____________________________________ DATE:_____________________

NAME OF MEMBER AND TITLE, IF APPLICABLE (Please print this response and those below)

ADDRESS

TELEPHONE NUMBER

FACSIMILE NUMBER

NAME OF TRUSTEE (IF APPLICABLE)

ADDRESS OF TRUSTEE (IF APPLICABLE)

NAME OF PLAN SPONSOR (IF APPLICABLE)

ADDRESS OF PLAN SPONSOR (IF APPLICABLE)

TAX ID

[1] Compelling Customer Value Proposition —

DigiBelly delivers a customized website with fea­tures such as automated content management, user management, browser-based one-click site editing, database integration, and award winning ecom­merce capabilities with one-on-one customer inter­action at a cost benefit 4-5x less expensive than competing solutions.

Continued

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