Operating Agreement Of Company (Page 3 of 4) in pdf

All other matters shall be within the authority of the manager, including without

limitation the incurrence of indebtedness by the Company, the sale, lease, exchange, mortgage,

pledge, or other transfer of any or all of the Company’s property, the acquisition of property by

the Company, any change in the nature of the business of the Company, establishment of bank

accounts of the Company, and all matters pertaining thereto or any tax or other election by the

Company.

Transfer of Membership Interests. A member or any other holder of an interest

in the Company shall make no sale or other transfer of an interest in the Company without the

consent of all other members. Any transfer not approved by all other members shall be void and

of no force or effect. A transferee in any transfer recognized by the Company shall be an

assignee only, unless admitted as a member with the consent of all other members and unless

such transferee executes a writing acceptable to the manager agreeing to be bound by this

Agreement. Any such consent may be given or be withheld in the sole and absolute discretion of

each member.

Notwithstanding the foregoing, however, the Company shall recognize as

a permitted transfer a transfer of an interest in the Company by reason of the death or

incompetency of a member, provided that the interest is transferred to or for the benefit of

another member or to or for the benefit of any descendant of MEMBER (including any legally

adopted person). Any such transfer shall be permitted if made to the personal representative of

the deceased or incompetent member if the designated or legally mandated ultimate successor

transferee is either another member or a descendant of MEMBER or a trust for the benefit of

another member or a descendant of MEMBER.

Any such permitted transferee shall be

automatically admitted as a member upon agreeing in a writing acceptable to the manager to be

bound by this Agreement.

10.

Capital Contributions. The members may from time to time contribute funds or

other assets to the Company. No member shall be obligated to make any capital contribution to

the Company except for any capital contribution approved by a Majority of the Members. Each

member will be obligated to contribute the member’s proportionate share (based on percentage

interests) of any contribution approved by a Majority of the Members. No member may

withdraw any capital contribution without the approval of a Majority of the Members. No

member shall have personal liability for the repayment of any capital contribution of any other

member. The Company’s accountant shall maintain a separate capital account for each member.

No member shall be entitled to any interest on the member’s capital account.

11.

Tax Status of Company; Allocation of Profits and Losses. The Company is a

partnership for tax purposes and shall file a partnership information return and provide Forms

K-1 to its members. The profits and losses of the Company shall be allocated to and pass

through to the members in accordance with their percentage interests.

12.

Distributions of Cash or Other Property. The Company shall from time to

time make distributions to the members in cash or property in such amounts as the manager may

direct or a Majority of the Members may approve taking into account the amounts needed by the

Company to discharge its obligations in a timely manner and maintain reasonably necessary

reserves. Any distribution to the members shall be made in accordance with percentage interests.

The Company is authorized to withhold from distributions, or with respect to allocations, and to

Portlnd1-2442950.1 0099865-70012

Operating Agreement Of Company Page 3

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