US Server Net, LLC Operating Agreement

OPERATING AGREEMENT
OF
US SERVER NET, LLC

A Pennsylvania Limited Liability Company

This Operating Agreement is made as of the 9th day of March, 2015, by and among the signatories hereto.

Intending to be legally bound hereby and in consideration of the mutual covenants hereinafter contained, the parties agree as follows:

ARTICLE I
DEFINITIONS

1.01 Definitions. As used in this Agreement, the following terms have the following meanings:

a. “Act” means the Pennsylvania Limited Liability Company Law of 1994 (15 Pa. C.S. §§ 8901, et seq.), and any successor statute, as amended from time to time.

b. “Agreement” means this Operating Agreement, together with the Exhibits attached hereto and made a part hereof, as amended from time to time in accordance with the provisions hereof.

c. “Capital Account” means the account to be maintained by the Company for each Member in accordance with the following provisions:

(i) a Member’s Capital Account shall be credited with the Member’s capital contributions, the amount of any Company liabilities assumed by the Member (or which are secured by Company property distributed to the Member), and the Member’s distributive share of profit; and

(ii) a Member’s Capital Account shall be debited with the amount of money and the fair market value of any Company property distributed to the Member, the amount of any liabilities of the Member assumed by the Company (or which are secured by property contributed by the Member to the Company), and the Member’s distributive share of loss.

d. “Code” means the Internal Revenue Code of 1986, as amended from time to time.

e. “Company” means US Server Net, LLC, a Pennsylvania limited liability company.

f. “Majority of the Members” shall mean a majority of votes as determined pursuant to Section 6.08 of this Agreement.

g. “Member” means any Person executing this Agreement on or after the date of this Agreement as a Member or hereafter admitted to the Company as a Member as provided in this Agreement, but does not include any Person who has ceased to be a Member of the Company.

h. “Membership Units” means the interest of each Member in the Company, including, without limitation, the Percentage Interest, rights to distributions (liquidating or otherwise), allocations, information, and to consent or approve.

i. “Percentage Interest” means with respect to each Member, the percentage interest set forth with each Member’s name in the Member Records maintained by the Company. In the event any interest in the Company is transferred in accordance with the provisions of this Agreement, the transferee of such interest shall succeed to the Percentage Interest of its transferor to the extent it relates to such transferred interest.

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

k. “Property” means all real and personal property acquired by the Company, including any improvements thereto, and shall include both tangible and intangible property.

l. “Transfer” means, as a noun, any voluntary or involuntary transfer, assignment, sale, pledge, hypothecation, encumbrance, or other disposition, and, as a verb, voluntarily or involuntarily to transfer, assign, sell, pledge, hypothecate, encumber, or otherwise dispose of.

Other terms defined herein have the meanings so given them.

ARTICLE II
FORMATION OF LIMITED LIABILITY COMPANY

2.01 Formation. The Company has been organized as a Pennsylvania limited liability company by the filing of a Certificate of Organization (the “Certificate”) with the Department of State of the Commonwealth of Pennsylvania under and pursuant to the Act.

2.02 Name. The name of the Company is US Server Net, LLC, and all Company business must be conducted in that name or such other names that comply with applicable law as the Majority of the Members may select from time to time.

2.03 Purpose. The purpose of the Company is to engage in the business of website and server hosting and services related thereto as well as any lawful business activities as approved by the Majority of the Members, with all the lawful powers necessary or useful to conduct its business, subject to such laws and regulations governing licensing and other requirements pertinent thereto. The Company shall embrace the “Seven Cooperative Principles” (further described on the website of the National Cooperative Business Association website at www.ncba.coop/7-cooperative-principles) as much as possible in the operations of its business.

2.04 Offices. The principal place of business of the Company shall be 1150 First Avenue, Suite 501, King of Prussia, Pennsylvania, or such other principal place of business as the Majority of the Members may from time to time determine. The Company may have, in addition to such office, such other offices and places of business at such locations, both within and without the Commonwealth of Pennsylvania, as the Majority of the Members may from time to time select.

2.05 Term. The term of the Agreement shall commence upon the filing of the Company’s Certificate of Organization with the Department of State of the Commonwealth of Pennsylvania and shall continue until the winding up or liquidation of the Company and its business is completed following a Liquidating Event as provided in Article IX hereof.

2.06 Agreement. This Agreement sets forth the agreement between the Members and the Company as to the internal affairs of the Company and the conduct of its business.

ARTICLE III
MEMBERS AND CAPITAL CONTRIBUTIONS

3.01 Initial Members. The initial Members of the Company are the Persons executing this Agreement effective as of the date hereof as Members, each of whom is admitted to the Company as a Member effective contemporaneously with the execution by such Person of this Agreement or via submission on the Company website at usservernet.com.

3.02 Initial Capital Contributions, Percentage Interests and Dues. In exchange for their respective Membership Units, the Members have made capital contributions to the Company as set forth in the Company records. The respective Membership Units and corresponding Percentage Interests of the Members are also set forth in the Company records. The initial number of available Membership Units shall be one thousand (1000), and any unsold membership units shall be retained by the Company. No Member may own more than ten percent (10%) of the available Membership Units. Member shall be required to pay annual dues based upon their Membership Units. Besides annual dues, no Member shall be required to contribute any additional capital to the Company, and no Member shall have any personal liability for any obligation of the Company.

3.03 Dues/Additional Capital Contributions.

a. Each Member shall be required to make additional contributions, in the form of annual dues, to the Company based upon the number of such Member’s Membership Units and date they were acquired. If a Member fails to pay annual dues within thirty (30) days of the due date for any annual dues, the Member’s corresponding Membership Units shall be transferred to the Company at no cost and may be sold to existing or new Members.

b. In recognition of his efforts and expenses in setting up and establishing the Company, the founding Member, Howard Carson, shall be exempt from paying dues for the first three (3) years of the Company. Thereafter, he shall pay dues based on the number of his Membership Units.

c. In recognition of their efforts and contributions to the Company, those members identified as “Founding Members” shall receive one Membership Unit and shall be exempt from paying dues for that Membership Unit for one (1) calendar year from the date of this Agreement.

d. Except as provided in Sections 3.03(a), no Member shall be required to contribute any additional capital to the Company, and no Member shall have any personal liability for any obligation of the Company.

3.04 No Interest on Capital. Interest earned on Company funds shall inure solely to the benefit of the Company, and, except as may be specifically agreed with respect to loans to the Company by a Member, no interest shall be paid upon any contributions or advances to the capital of the Company or upon any undistributed or reinvested income or profits of the Company.

3.05 Loans. Nothing contained herein shall prevent any Member from making a loan or loans to the Company with the consent of the Majority of the Members, and any amount so loaned shall be considered a debt of the Company payable in accordance with the terms of such loans or loans. No Member shall be required to make any loans to the Company. Any loans made to the Company by a Member shall bear interest at the prime rate published in The Wall Street Journal, from time to time, or at such other rates as may be agreed between the lender and the Majority of the Members.

ARTICLE IV
PRELIMINARY PROVISIONS REGARDING MANAGEMENT
AND COMPANY STATUS

4.01 Management. The Company shall be managed as more particularly set forth in Article VI.

4.02 Company Status. The Company shall be an entity separate and independent from the Members. The Members shall take every reasonable measure to ensure the following:

a. To the extent reasonably practicable, the Company shall be specifically identified as US Server Net, LLC in all writings containing its name, including, without limitation, stationary, invoices, business cards and checks.

b. The Company’s financial accounts shall be completely separate from those of the Members.

c. There shall be no commingling of funds such that the Members shall make no use of the Company’s funds for their personal purposes, and the Company shall not use personal funds of the Members for its business purposes.

d. The Members shall not represent or imply to any Person that the Members are personally liable for any obligation of the Company.

4.03 Tax Year. The tax year of the Company shall be the calendar year.

4.04 Taxation of the Company. The Company shall be taxed as a partnership for Federal and state income tax purposes, and its income, gains, deductions, credits, losses and other tax items shall be treated as those of the Members.

ARTICLE V
ALLOCATIONS AND DISTRIBUTIONS

5.01 Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Members pro rata in accordance with their respective Percentage Interests. Profits and losses shall mean the taxable income, gains and losses of the Company as determined for Federal income tax purposes by the Company’s accountant, as selected by the Majority of the Members.

5.02 Distributions. After repayment or provision for all debts and obligations of the Company, including the repayment of any loan from any Member, distributions shall be made pro rata to the Members in accordance with their respective Percentage Interests at such times as the Majority of the Members shall deem appropriate, except as otherwise provided in this Agreement.

ARTICLE VI
MANAGEMENT OF THE COMPANY

6.01 Board of Advisors. The Majority of the Members shall elect a board of advisors (collectively referred to as the “Board of Advisors” and individually referred to as an “Advisor” or in the plural “Advisors”).

a. The Board of Advisors shall initially consist of seven (7) Advisors, at least three of whom possess qualifying technical skills (working knowledge of WordPress and site hosting issues related to WordPress), at least three of whom are site owner/members, and one (1) Chairperson, who shall also serve as Manager (see 6.0.2).

b. The smallest number of the initial Advisors to equal more than fifty percent (50%) of the Board of Advisors shall serve one-year terms. The remaining initial Advisors shall serve two year terms. After the initial Advisors serve their terms, the terms for Advisors shall all be two years. Advisors may be elected to unlimited subsequent terms.

c. The Majority of Members may vote to increase or decrease the number of Advisors.

d. Each Advisor shall be a natural person of at least eighteen years of age and need not be a resident of Pennsylvania.

e. Each Advisor shall hold office until the expiration of the term for which he or she was selected and until a successor has been selected and qualified or until his or her earlier death, resignation or removal. A decrease in the number of Advisors shall not have the effect of shortening the term of any incumbent Advisor.

f. Any Advisor may resign at any time upon written notice to the Company. The resignation shall be effective upon receipt thereof by the Company or at such subsequent time as shall be specified in the notice of resignation.

g. Vacancies in the Board of Advisors may be filled by a majority vote of the remaining Advisors, or by a sole remaining Advisor, and each person so selected shall be a Advisor to serve for the balance of the unexpired term, and until a successor has been selected and qualified or until his or her earlier death, resignation or removal.

h. The Board of Advisors may declare vacant the office of a Advisor who has been judicially declared of unsound mind or who has been convicted of an offense punishable by imprisonment or if, within 60 days after notice of his or her selection, the Advisor does not accept the office either in writing or by attending a meeting of the Board of Advisors.

i. Meetings of the Board of Advisors may be held at such place within or without Pennsylvania as the Board of Advisors may from time to time appoint or as may be designated in the notice of any meeting.

j. Regular meetings of the Board of Advisors shall be held at such time and place as shall be designated from time to time by resolution of the Board of Advisors and shall occur at least once per calendar year.

k. The Board of Advisors shall elect a Chairperson from among the Advisors by majority vote.

l. The Chairperson shall manage the Board of Advisors and run the meetings of the Board of Advisors.

m. The Board of Advisors shall appoint a manager (“Manager”) of the Company, who may or may not be an Advisor, and determine the salary and benefits of the Manager.

n. The Board of Advisors shall choose and retain a Company attorney and a Company accountant.

o. The Board of Advisors shall determine an annual budget for the Company.

p. The Board of Advisors may borrow money and make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, loan and mortgage agreements, security agreements and other instruments and evidences of indebtedness, and secure the payment thereof by mortgage, hypothecation, pledge, encumbrance or other assignment of, or arrangement of, security interest in all or any part of the Company’s assets.

q. The Board of Advisors may call for a vote of the Majority of the Members on any issue of the Company.

r. The Board of Advisors shall determine the amount of annual dues required per Membership Unit.

s. The Board of Advisors shall create a “Terms of Service” document applicable to all Members, and the initial draft of such Terms of Service document is available to be viewed hereto.

t. The Board of Advisors shall determine the number of Membership Units available to be purchased.

u. The Board of Advisors has the right to disallow any website from being on the Company’s server(s) if such website is involved in any illegal or pornographic activity or if such website does not conform to the laws, rules and regulations for that particular type of website.

6.02 Manager. Upon signing a written employment agreement with the Company, the Manager shall manage the Company, make all decisions relating to the conduct and operations of the business and internal affairs of the Company, and shall have the power and authority to bind the Company with third parties, which powers and authority shall include, but shall not be limited to, the following:

a. To open, maintain and close bank and money market accounts and draw checks or other orders for the payment of monies within the annual budget as determined by the Board of Advisors;

b. To buy, sell, rent and/or exchange personal property and to rent real property;

c. To employ staff to assist him or her in his or her duties as Manager;

d. To carry on any business that a limited liability company may carry on and to perform any act that such a company may perform.

6.03 Other Officers. Other officers shall be determined at the discretion of the Board of Advisors.

6.04 Other Interests of Members. Nothing in this Agreement shall be deemed to restrict in any way the rights of any Member or any affiliate of any Member, to conduct any other business or activity whatsoever, and no Member shall be accountable to the Company or to any other Member with respect to that business or activity, even if the business or activity competes with the Company’s business. The organization of the Company shall be without prejudice to the Members’ respective rights (and the rights of their respective affiliates) to maintain, expand or diversify their other interests and activities and to receive and enjoy profits or compensation therefrom. Each Member waives any rights which the Member might otherwise have to share or participate in such other interests or activities of any other Member or the Member’s affiliates.

6.05 Compensation of the Members. Reasonable compensation may be paid to any of the Members for services rendered by any of them to the Company.

6.06 Liability and Indemnification of Members. The Company shall indemnify each Member for any action taken or any failure to act on behalf of the Company within the scope of the authority conferred on such Member by this Agreement or by law, except for fraud, willful misconduct or an intentional breach of this Agreement. Any indemnification shall be paid only from and only to the extent of the Company assets, and the Members shall not have any personal liability to make this indemnification. The Company may advance expenses of a proceeding without requiring a preliminary determination of the ultimate entitlement to indemnification.

6.07 Liability and Indemnification of Board of Advisors. The Company shall indemnify the Board of Advisors for any action taken or any failure to act on behalf of the Company within the scope of the authority conferred on the Board of Advisors by this Agreement or by law, except for fraud, willful misconduct or an intentional breach of this Agreement. Any indemnification shall be paid only from and only to the extent of the Company assets, and the Members shall not have any personal liability to make this indemnification. The Company may advance expenses of a proceeding without requiring a preliminary determination of the ultimate entitlement to indemnification.

6.08 Voting. Only the Members of record shall have the right to vote. Members shall have one vote per active website that such Member has posted on the Company’s server(s). Notice of every election of Advisors and other votes as called for by the Chairman shall be provided to the Members via email at least five (5) business days prior to such vote. The procedure for submitting votes shall be determined by the Chairperson.

ARTICLE VII
TRANSFER OF MEMBERSHIP UNITS

7.01 No Restrictions on Transfer. Members may freely transfer their Membership Units without restriction.

7.02 Automatic Transfers to the Company. If a Member fails to pay the required annual dues for all or part of such Member’s Membership Units within thirty (30) days of the established due date, the Membership Interest attributable to such unpaid dues shall be deemed transferred to the Company and shall be available for the Company to sell to existing or new Members.

7.03 Additional Members. Each Person shall sign this Agreement upon receiving any Membership Units. If a Person fails to sign this Agreement upon receiving Membership Units, such Person shall be prohibited from receiving any income from the Company and shall be prohibited from voting pursuant to Section 6.08 of this Agreement.

ARTICLE VIII
ARBITRATION

8.01 Arbitration. Except as otherwise provided herein, any dispute, controversy or difference which may arise between any Members arising out of or relating to this Agreement or the business of the Company shall be finally settled by binding arbitration in Montgomery County, Pennsylvania, as follows:

a. Arbitration shall be initiated by one party providing the other party or parties (hereinafter referred to collectively as “party”) written notice (the “Initial Notice”) of the first party’s desire for arbitration. The parties shall select an individual mutually acceptable to both parties to serve as arbitrator. If the parties are unable to agree on such an arbitrator within fifteen (15) days after the Initial Notice, then, within thirty (30) days thereafter each party shall select one individual to serve on the arbitration panel and shall provide written notice of such selection upon the other party. The two indi­viduals so selected by the parties shall then within sixty (60) days after the date of the Initial Notice select a third individual to also serve on the arbitration panel. In the event either of the parties fails to select an individual to serve on the arbitration panel or to provide written notice of such selection within the specified time period set forth above, then the individual so selected by the other party shall serve as the sole arbitrator.

b. The arbitration hearing shall commence no later than ninety (90) days after the Initial Notice, and the arbitrator or arbitrators shall complete all hearings and shall render a final decision no later than one hundred eighty (180) days after the Initial Notice. All rulings and decisions shall be made by a majority vote if there are three arbitrators. The arbitrator or arbitrators shall have the authority to fashion such just, equitable and legal relief as such arbitrator or arbitrators may determine in his, her or their sole discretion. The decision of the arbitrator or arbitrators shall be determinative, binding and conclusive between the parties, and the decision may be entered as an unappealable judgment in the Court of Common Pleas of Montgomery County, Pennsylvania, or any other appropriate jurisdiction.

c. The arbitrator or arbitrators shall determine all procedures for the arbitration; provided, however, that at all times after the initiation of arbitration by the Initial Notice, each party shall be entitled to receive promptly from the other party all information in the possession of the other party which relates in any manner to any issue which is the subject of the arbitration, including but not limited to the right to inspect and copy all documents, and the right to receive a list of proposed witnesses and summary of their anticipated testimony. In the event a party fails to provide any such information within fifteen (15) days after receiving a written request for such information from the other party, then upon application of the requesting party, the arbitrator or arbitrators shall have the right to enforce the requesting party's right to receive such information. Such enforcement may include entering an adverse decision on any and all issues against the party not providing such information. Each party’s right to receive such information shall be construed liberally.

d. In the event there is one arbitrator, the parties shall share equally the compensation and expenses of the arbitrator. In the event there is an arbitration panel, each party shall pay the compensation and expenses of the arbitrator selected by that party, and the parties shall share equally the compensation and expenses of the third arbitrator selected by the other two arbitrators.

e. Notwithstanding the provisions of this Article, no party shall be precluded from seeking injunctive relief or other emergency equitable remedies to prevent the wrongful Transfer of Membership Units or the enforcement of the non-competitive covenants, if any, in accordance with the provisions previously set forth in this Agreement.

ARTICLE IX
DISSOLUTION, LIQUIDATION AND TERMINATION

9.01 Dissociation. A Member may not voluntarily dissociate from the Company prior to the dissolution and winding-up of the Company, and an attempt by a Member to dissociate voluntarily from the Company shall be ineffective.

9.02 Events of Dissolution. The Company shall be dissolved and shall commence winding up and liquidating upon the written consent of the Majority of the Members to dissolution.

9.03 Liquidation. In the event of the termination of the Company, the Majority of the Members shall within a reasonable period of time prepare, or cause to be prepared, a full and accurate statement of the Company’s assets and liabilities and income since the last previous statement, convert the Company’s assets to cash, subtracting the expenses of the liquidation, collect all moneys due the Company, including amounts owed by the Members, discharge the debts of the Company (except debts owed to any of the Members), set up any reserve which the Members may deem necessary for any contingent or unforeseen liabilities or obligations of the Company, and distribute all remaining moneys to the Members, as follows:

a. To the repayment of any loans or advances that may have been made by any of the Members to the Company and authorized pursuant to Section 3.04 hereof, but if the amount available for such repayment shall be insufficient, then subject to any priorities agreed upon at the time the loans or advances were entered into, the distribution shall be pro rata on account of such loans or advances;

b. To the Members in satisfaction of their Capital Accounts, but if the amounts available for such repayments shall be insufficient, then the distributions shall be pro rata on account of such Capital Accounts; and

c. Any balance remaining shall be distributed to each Member, pro rata according to each Member’s respective Percentage Interest in the Company. The distribution of cash and/ or other Property to the Members in accordance with the provisions of this Section 9.03 shall constitute a complete return to the Members of their capital contributions and a complete distribution to the Members of their interest in the Company and all Company Property, and shall be effected so as to obtain “substantial economic effect,” as that term is used in the Code and regulations promulgated thereunder.

ARTICLE X

OTHER IMPORTANT PROVISIONS

10.01 Amendments. Amendments to this Agreement shall become effective only upon the execution of a written instrument describing said amendment signed by all of the Members.

10.02 Interpretation of Provisions. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provisions of this Agreement shall be prohibited by or invalid under applicable law, such provisions shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. This Agreement shall be construed without regard to any presumption of the rule requiring construction against the party causing this Agreement to be drafted.

10.03 Successors and Assigns. The Members agree that this Agreement shall be binding upon and inure to the benefit of their respective heirs, personal representatives, successors and, to the extent permitted, assigns.

10.04 Notices. Any notice, demand, request or other communication or document to be provided under this Agreement (for purposes of this Section the “Notice”) shall be in writing. Each Notice shall, for all purposes, be deemed given and received:

a. If hand-delivered, the date on which the Notice is delivered;

b. If given by a nationally recognized and reputable overnight delivery service, the date on which the Notice is delivered;

c. If provided via email message at the email address provided by the Person; or

d. If given by certified mail, return receipt requested, postage prepaid, three (3) business days after it is posted with the United States Postal Service.

Notice shall be given to each Person at the address set forth in the Company records, or at such other address as such Person may later specify for that purpose by Notice to the other Person or Persons.

If notice is tendered under the provisions of this Agreement and is refused by the intended recipient of the Notice, the Notice shall nonetheless be considered to have been given and shall be effective as of the date of such refusal.

10.05 Entire Agreement. This Agreement contains the entire agreement between the Parties and supersedes all prior understandings and agreements between them concerning the subject matter hereof. No representations, warranties, conditions or agreements pertaining to the subject matter of this Agreement have been made by, or shall be binding upon, any of the Parties, except as expressly set forth in this Agreement.

10.06 Captions. Titles or captions of Articles and Sections contained in this Agreement are inserted only as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof. Documents referred to in this Agreement are deemed attached hereto and incorporated in this Agreement by reference.

10.07 Number and Gender. Whenever required by the context, the singular number shall include the plural and the masculine or neuter gender shall include all genders.

10.08 Counterparts. This Agreement may be executed in any number of counterparts, including through submission on the Company website at http://usservernet.com, and any party may execute any such counterpart, each of which when executed and delivered (which deliveries may be made in person, by postal mail, or email) shall be deemed to be an original, and all of which counterparts taken together shall constitute but one and the same instrument.

10.09 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run. The giving of consent by a Member in any one instance shall not limit or waiver the necessity to obtain such Member’s consent in any future instance.

10.10 Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions.

10.11 Governing Law. This Agreement shall be construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to principles of conflicts of law thereunder. Any controversies relating to this Agreement shall be resolved in the court of applicable jurisdiction in Montgomery County, Pennsylvania or the Federal Court for the Eastern District of Pennsylvania.

10.12 No Company Seal. The Company shall not have a Company seal, and no agreement, instrument or other document executed on behalf of the Company that would otherwise be valid and binding on the Company shall be invalid or not binding on the Company solely because no Company seal is affixed thereto.

10.13 No Third Party Beneficiary. Nothing in this Agreement shall be deemed to create any rights in any Person other than the Parties hereto and, in particular, no Person not a party hereto shall be entitled to claim rights as a third party beneficiary hereunder.

10.14 No Right to Partition. Except as otherwise expressly provided in this Agreement, the Members, on behalf of themselves and their shareholders, partners, heirs, executors, administrators, personal or legal representatives, successors and assigns, if any, hereby specifically renounce, waive and forfeit all rights, whether arising under contract or statute or by operation of law, to seek, bring or maintain any action in any court of law or equity for partition of the Company.

10.15 Advice of Counsel. EACH MEMBER ACKNOWLEDGES THAT HE OR SHE HAS BEEN ADVISED OF THE DESIRABILITY OF OBTAINING SEPARATE LEGAL, ACCOUNTING AND TAX COUNSEL AND HAS BEEN AFFORDED THE OPPORTUNITY TO DO SO.

IN WITNESS WHEREOF, the Members have executed this Agreement as of the day and year first above written.

MEMBERS:

{ Membership Agreement Confirmations are on file in the Company Records. }