Exhibit A


OPERATING AGREEMENT
OF
Clovis ai LLC,
a South Carolina Limited Liability Company

THE UNITS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, THE SOUTH CAROLINA SECURITIES AND INVESTOR PROTECTION ACT OR THE LAWS OF ANY OTHER STATE AND WERE SOLD PURSUANT TO EXEMPTIONS FROM THE SAME. THE UNIT’S MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE UNITS UNDER THE SECURITIES ACT OF 1933 AND SUCH STATE LAWS AS MAY BE APPLICABLE, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

THIS OPERATING AGREEMENT (this “Agreement”) is made to organize Clovis ai, a SC limited liability company.

ARTICLE I: DEFINITIONS

When used in this Agreement, the following capitalized terms shall have the meanings provided below:

Section 1.1. Act. “Act” means the SC Limited Liability Company Act
Section 1.2. Affiliate. “Affiliate” of a Member (as hereinafter defined) or Manager (as hereinafter defined) means any Person (as hereinafter defined) under the control of, in common control with, or in control of a Member or Manager, whether that control is direct or indirect. The term “control,” as used herein, means, with respect to a corporation or limited liability company, the ability to exercise more than fifty percent (50%) of the voting rights of the controlled entity, and with respect to an individual, partnership, trust or other entity or association, the ability, directly or indirectly, to direct the management or policies of the controlled entity or individual.
Section 1.3. Agreement. “Agreement” means this Operating Agreement, in its original form and as amended from time to time.
Section 1.4. Articles. “Articles” means the articles of organization filed with the Secretary of State (as hereinafter defined) forming this limited liability company, as initially filed and as they may be amended from time to time.
Section 1.5. Available Cash. “Available Cash” means the Net Profits or Net Losses of the Company from the operation of the Company during its Fiscal Year, plus depreciation and amortization (for federal income tax purposes but not book purposes) and minus (a) principal payments of any Company indebtedness, (b) payments to any reasonable reserve accounts, and (c) necessary expenditures for capital improvements and replacements in excess of reserves, insurance proceeds or condemnation awards.
Section 1.6. Bankruptcy. “Bankruptcy” means, with respect to any Person, an event of bankruptcy described in the Act.
Section 1.7. Board. “Board” means the Board of Managers described in Section 5.1.
Section 1.8. Capital Account. “Capital Account” means the amount of the capital interest of a Member in the Company created and maintained as described in Section 6.1.
Section 1.9. Capital Contribution. “Capital Contribution” means the total amount of money and the Fair Market Value (as hereinafter defined), net of liabilities, of any property contributed by a Member to the Company.
Section 1.10. Capital Ratio. “Capital Ratio” means at any particular time with respect to a Member, the ratio of such Member’s Units (as hereinafter defined) to the total number of Units currently outstanding.
Section 1.11. Code. “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any corresponding provision of any succeeding revenue law.
Section 1.12. Company. “Company” means Clovis ai, the entity formed in accordance with this Agreement and the Articles.
Section 1.13. Company Minimum Gain. “Company Minimum Gain” shall have the same meaning as set forth for the term “Partnership Minimum Gain” in Regulation (as hereinafter defined) Section 1.704-2(d).
Section 1.14. Company Nonrecourse Deductions. “Company Nonrecourse Deductions” shall mean the items of loss, deduction and expenditure attributable to Company Nonrecourse Liabilities (as hereinafter defined) of the Company calculated under Regulation Section 1.704-2(c).
Section 1.15. Company Nonrecourse Liability. “Company Nonrecourse Liability” has the meaning provided in the Regulation Section 1.752‑1(a)(2).
Section 1.16. Depreciation. “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 (as hereinafter defined) 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 that 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 (0), Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Board.
Section 1.17. Dissolution. “Dissolution” means any of the events described in Section 9.1.
Section 1.18. Distribution. “Distribution” means the transfer of money or property by the Company to the Members without consideration.
Section 1.19. Fair Market Value. “Fair Market Value” means the fair value of an asset as determined by the Board in good faith after taking into consideration all factors which it deems reasonable and appropriate, which determination shall be binding in all events upon all parties involved.
Section 1.20. Fiscal Year. “Fiscal Year” means the Company’s fiscal year, which shall be the tax year of the Company required by the Code or permitted by the Code and selected by the Board.
Section 1.21. Gross Asset Value. “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 shall be the gross Fair Market Value of such asset at the time of the contribution;
(b) The Gross Asset Values of all Company assets shall be adjusted to their respective gross Fair Market Values if a revaluation of Company assets occurs pursuant to Section 6.1(b);
(c) The Gross Asset Value of any Company asset distributed to any Member shall be adjusted to equal the gross Fair Market Value of such asset on the date of the Distribution as determined by the Board; 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 Regulation Section 1.704-1(b)(iv)(m), clause (d) of the definition of “Net Profits” and “Net Losses” in this Agreement and Section 6.3(f); provided, however, that Gross Asset Value shall not be adjusted pursuant to this Section 1.21(d) to the extent the Members determine that an adjustment pursuant to Section 1.21(b) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this Section 1.21(d).
If the Gross Asset Value of an asset has been determined or adjusted pursuant to Sections 1.21(a), 1.21(b) or 1.21(d), such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for the purposes of computing Net Profits and Net Losses.
Section 1.22. Manager. “Manager” or “Managers” means the Person or Persons designated as such in accordance with Article V herein.
Section 1.23. Member. “Member” means each Person who (a) has been admitted into membership in the Company; (b) executes or causes to be executed this Agreement and any subsequent amendments hereto; and (c) has not terminated membership for any reason.
Section 1.24. Member Nonrecourse Debt. “Member Nonrecourse Debt” shall have the same meaning as set forth for the term “Partner Nonrecourse Debt” in Regulation Section 1.704-2(b)(4).
Section 1.25. Member Nonrecourse Deductions. “Member Nonrecourse Deductions” means items of Company loss, deduction, or Code Section 705(a)(2)(B) expenditures which are attributable to Member Nonrecourse Debt.
Section 1.26. Membership Interest. “Membership Interest” means a Member’s entire ownership interest in the Company, including an economic interest, right to vote (as applicable) and right to information concerning the business and affairs of the Company.
Section 1.27. Negative Capital Account and Adjusted Negative Capital Account. “Negative Capital Account” means a Capital Account with a balance of less than zero (0). “Adjusted Negative Capital Account” means the deficit balance in a Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:
(a) credit to such Capital Account any amounts which such Member is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations; and
(b) debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6) of the Regulations.
Section 1.28. Net Profits and Net Losses. “Net Profits” and “Net Losses” mean for each Fiscal Year, an amount equal to the Members’ 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 definition shall 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 Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Profits or Net Losses pursuant to this definition shall be subtracted from such taxable income or loss;
(c) 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;
(d) In lieu of the depreciation, amortization, and other cost recovery deduction 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 the definition of Depreciation in this Agreement;
(e) 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 Regulation Section 1.704(b)(2)(iv)(m) to be taken into account in determining Capital Accounts as a result of a distribution other than in complete liquidation of a Member’s Membership 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
(f) Notwithstanding any other provision of this definition, any items that are specially allocated pursuant to Section 6.3 hereof shall not be taken into account in computing Net Profits and Net Losses.
The amounts of the items of Company income, gain, loss or deduction available to be specially allocated pursuant to Section 6.3 hereof shall be determined by applying rules analogous to those set forth in Sections 1.28(a) through 1.28(f) above.
Section 1.29. Nonvoting Unit. A “Nonvoting Unit” means a Unit which does not entitle its holder to vote except as to matters which this Agreement, the Articles or the Act grants such holder the right to vote. Nonvoting Units have the same economic interests and rights to information as any other Unit.
Section 1.30. Person. “Person” shall have the same definition contained in South Carolina Statutes.
Section 1.31. Positive Capital Account. “Positive Capital Account” means a Capital Account with a balance greater than zero (0).
Section 1.32. Regulations. “Regulations” means the income tax regulations of the United States Treasury Department promulgated under the Code, including any temporary regulations, and any successor regulations which may be promulgated.
Section 1.33. Secretary of State. “Secretary of State” means the Secretary of State for the State of SC.
Section 1.34. Tax Matters Member. The “Tax Matters Member” means the “tax matters partner” described in Section 6231(a)(7) of the Code.
Section 1.35. Unit. A “Unit” means a unit of measure of a Membership Interest in Company entitling the holder thereof to specified allocations of Net Profits and Net Losses, Distributions and voting rights, except that Nonvoting Units shall have no entitlement to vote unless this Agreement, the Articles or the Act grants holders of Nonvoting Units the right to vote on specific matters. The use of the term “Unit” without further designation or limitation shall include Voting Units and Nonvoting Units.
Section 1.36. Voting Unit. A “Voting Unit” is a Unit which entitles its holder to vote on all matters as to which Members may vote.

ARTICLE II: FORMATION AND ORGANIZATION

Section 2.1. Initial Date and Initial Parties. This Agreement is first entered into as of Jan1, 2010, by and among the Company and the Persons who are Members of the Company on that date. In accordance with Section 608.423(1) of the Act, this Agreement is effective upon filing of the Articles with the Secretary of State.
Section 2.2. Subsequent Parties. No Person may become a Member of the Company without agreeing to and without becoming a signatory of this Agreement, and any offer or assignment of Units is contingent upon the fulfillment of this condition.
Section 2.3. Name. The name of this Company is Clovis ai LLC.
Section 2.4. Term. The Company shall commence upon the filing of its Articles and its existence shall be perpetual, unless terminated earlier under the provisions of the Act or Section 9.1 of this Agreement.
Section 2.5. Principal Place of Business. The Company will have its principal place of business at 124 Lake Grove Road, Simpsonville, SC 2968 or at any other address within or without the State of SC upon which the Managers agree. The Company shall maintain its principal executive offices at its principal place of business, as well as all records and documents which it is required to keep by law.
Section 2.6. Registered Agent. The name and address of the Company’s agent for service of process in the State of SC shall be as set forth in the Articles, unless and until the Members determine otherwise.
Section 2.7. Names and Addresses of Members. The name, present mailing address, taxpayer identification number and Unit ownership of each Member shall be identified on each counterpart signature page of this Agreement and shall be maintained in the books and records of the Company.
Section 2.8. Authorization and Purpose. Pursuant to the Act, the Members have formed this Company and, in accordance therewith, will file, or have filed, the Articles with the Secretary of State. The Members intend to govern the Company in accordance with the Act, the Articles and this Agreement and to have their rights and liabilities in connection with the Company to be so determined. In the event of any conflict between this Agreement and the Act or the Articles, this Agreement will control, to the extent permitted by the Act. The Company may engage in any lawful activity permitted by the Act.
Section 2.9. Title to Property. Legal title to property of the Company, whether real, personal or mixed, shall be held in the name of the Company or in whatever other manner the Board shall determine to be in the best interests of the Company. A Member’s interest in the Company is personal property and no Member shall have any right to partition property of the Company.

UNITS, CAPITAL CONTRIBUTIONS AND RELATED MATTERS

Section 2.10. Units.
(a) The Company shall be authorized to issue a total of 6 million Units. The Board may determine to issue Voting Units and Nonvoting Units in any combination of the number of total Units authorized.
(b) Voting Units shall contain identical rights as set forth in the Articles and this Agreement. Nonvoting Units shall contain identical rights as set forth in the Articles and this Agreement. Nonvoting Units shall have the same economic interest as Voting Units.
(c) The number of Units authorized to be issued by the Company may be increased by the approval of holders of a majority of the Voting Units issued and outstanding.
(d) No certificates of ownership shall be issued to Members to evidence ownership of Units. Ownership of Units in the Company shall be identified on the books and records of the Company which shall be revised from time to time to reflect the issuance of Units to existing or new Members, the transfer of Units or the redemption or repurchase of Units by the Company. Upon the request of a Member, the secretary of the Company shall issue such Member a written statement describing the number and class of Units owned by such Member and the total number of Units of the Company authorized, issued and outstanding.
Section 2.11. Issuance of Units.
(a) The Board may authorize Units to be issued for consideration consisting of any tangible or intangible property or benefit to the Company, including cash, promissory notes, services performed, promises to perform services evidenced by written contract or other Units of the Company.
(b) Before the Company issues Units, the Board must determine that the consideration received or to be received for Units to be issued is adequate. That determination by the Board is conclusive insofar as the adequacy of consideration for the issuance of Units relates to whether the Units are validly issued, fully paid and nonassessable. When it cannot be determined that outstanding Units are fully paid and nonassessable, there shall be a conclusive presumption that said Units are fully paid and nonassessable if the Board makes a good faith determination that there is no substantial evidence that the full consideration for such Units has not been paid.
(c) When the Company receives consideration for which the Board authorized the issuance of Units, Units issued therefor are fully paid and nonassessable. The determination that Units are nonassessable shall be made at the time of issuance and does not affect the provisions of Section 3.7. Consideration in the form of a promise to pay money or a promise to perform services is received by the Company at the time of the making of the promise, unless the agreement specifically provides otherwise.
(d) The Company may place in escrow Units issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of Units, and may credit Distributions in respect of Units against the purchase price until the services are performed, the note is paid or the benefits are received. If the services are not performed, the Units escrowed are restricted and the Distributions credited may be canceled in whole or in part.
(e) The Board may not issue additional Units except upon the approval of holders of a majority of the Voting Units issued and outstanding. Before offering to sell any Units to any Person, the Board shall first offer in writing such Units to the existing Members in proportion to their Capital Ratios on the same terms as such Units would be offered to any other Person. The Members shall have thirty (30) days from the date of receipt of the Board’s offer to accept such offer in writing.
Section 2.12. Securities Laws Limitations. Units shall be non-transferable and non-assignable unless the registration provisions of the Securities Act of 1933 (the “1933 Act”) have been complied with for registration, or an exemption therefrom, and unless made in compliance with the registration provisions of the securities laws of the states where interests are offered or sold, or exemptions therefrom. Furthermore, as a condition precedent to any transfer of Units, whether voluntarily, involuntarily or by operation of law, the Board may require an opinion of counsel satisfactory to the Company that such transfer will be made in compliance with the registration provisions of the 1933 Act, or an exemption therefrom, and the securities laws of the states where interests are offered or sold, or exemptions therefrom. The transferor shall be responsible for payment of legal fees for any opinion required by this Section 3.3. Any transfer of Units in contravention of these restrictions shall be null and void ab initio. Each Member agrees to accept the foregoing restrictions on the transferability of Units and to abide by the provisions thereof, and agrees that the following legend shall be placed on each statement evidencing ownership of a Unit:
THE INTEREST REPRESENTED HEREBY HAS BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), THE SOUTH CAROLINA SECURITIES AND INVESTOR PROTECTION ACT, OR THE SECURITIES LAWS OF ANY OTHER STATE, PURSUANT TO APPLICABLE EXEMPTIONS FROM SUCH REGISTRATION. SUCH INTEREST HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED AT ANY TIME EXCEPT IN ACCORDANCE AND PURSUANT TO THE TERMS OF THE OPERATING AGREEMENT, AND FURTHER PURSUANT TO ANY EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS AS MAY BE APPLICABLE, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Section 2.13. Negative Capital Accounts. Except as otherwise provided in the Act or this Agreement, no Member has any liability to restore all or any portion of a Negative Capital Account balance.
Section 2.14. Interest Payments. No Member shall be entitled to receive interest payments in connection with any Capital Contribution to the Company.
Section 2.15. Other Matters Relating to Capital Contributions.
(a) Loans by Members to the Company shall not be considered Capital Contributions.
(b) Except as may be expressly provided herein, no Member shall be entitled to withdraw or to the return of any part of the Capital Contribution of such Member or to receive property or assets other than cash from the Company for any reason whatsoever.
(c) No Member shall be entitled to priority over any other Member with respect to any Distribution, except to the extent expressly provided in this Agreement.
Section 2.16. Mandatory Additional Capital Contributions. Upon the approval of holders of a majority of the Voting Units, each Member shall make a Capital Contribution to the Company on a pro rata basis in accordance with the Capital Ratios.
Section 2.17. Personal Guaranties.
(a) Each Member agrees to guaranty personally, jointly and severally with all other Members, all obligations of the Company requiring personal guaranties, if the Board requests such guaranty and holders of a majority of the Voting Units issued and outstanding approve such request.
(b) In the event any personal guaranty of a Member is enforced to satisfy any obligation of the Company, such Member shall have a right of contribution against each other Member to the extent required to make the total payments made as a consequence of all guaranties of the same obligation be on a pro rata basis in accordance with the Members’ Capital Ratios.
(c) With respect to obligations of the Company personally guarantied by less than all of the Members, the remaining Members shall indemnify, save and hold harmless the Members who have personally guarantied such obligations of the Company to the extent necessary to make each Member obligated with respect to such obligation on a pro rata basis in accordance with the Capital Ratios of the Members. It is the intent of this Section 3.8(c) that each Member shall be obligated with respect to obligations which are guarantied by less than all of the Members, whether or not a Member has personally provided his or her guaranty to a third party, and that each Member whose personal guaranty is enforced to satisfy any of the obligations shall have a right of contribution against each other Member to the extent required to cause the total payments made as a consequence of such guaranty to be on a pro rata basis in accordance with the Members’ Capital Ratios. This Section 3.8(c) applies to guaranties executed prior to and after the time a Person becomes a Member of the Company.
Section 2.18. Remedies for Failure to Make Capital Contribution or Provide Guaranty.
(a) If a Member fails to make a Capital Contribution required by Section 3.7, or fails to execute a guaranty required by Section 3.8, the Company shall give the defaulting Member written notice that the default must be cured within fifteen (15) days from the date that such notice is mailed. If the defaulting Member fails to cure the default within the fifteen (15) day period, the Company, in its sole discretion, may elect to take any one (1) or more of the actions set forth in Section 3.9(a)(i) through Section 3.9(a)(iv) or the action set forth in Section 3.9(a)(v).
(i) The Units of the Members may be adjusted to reflect actual Capital Contributions or the value of the guaranty the defaulting Member failed to provide.
(ii) The nondefaulting Members may advance the amount owed by the defaulting Member for an additional Capital Contribution or an amount which equals the product of the defaulting Member’s Capital Ratio and the value of the obligation subject to a guaranty. The monies so advanced shall be a loan due and owing from the defaulting Member to the Members who advanced the monies and shall bear interest at a rate which is two percent (2%) greater than the rate charged to the Company by the Company’s primary lender, payable on a monthly basis. Any cash Distribution which would otherwise be made to the defaulting Member shall instead be made to the Members who advanced the funds until the obligation created thereby is satisfied; provided, however, the defaulting Member shall continue to recognize the taxable income allocable to his or her Units during the time Distributions are withheld. Further, the amount advanced under this provision shall be deemed a loan, due and payable within one (1) year of the date of the advancement and any payments made thereon shall be applied first to interest and then to principal. In entering into this Agreement, each Member agrees that, upon becoming a defaulting Member, such Member hereby grants to any Member who advances funds hereunder a security interest in his or her Units to secure the obligation to repay the funds advanced.
(iii) The defaulting Member’s Units shall become Nonvoting Units until the default is cured.
(iv) The defaulting Member shall lose the ability to participate in the management and affairs of the Company as a Manager or officer until the default is cured.
(v) The Company may treat such failure as a Purchase Event under Section 7.4(b)(vi).
(b) Election of the Company to pursue any of the foregoing remedies shall not be deemed a waiver of or limitation of the right to pursue any other remedy available under this Agreement or at law or in equity in the event of a subsequent default.
(c) Each Member agrees that the Company and the non-defaulting Members shall incur certain costs, obligations and damages in the event of a default by any Member, which shall be extremely difficult to ascertain; the remedies described in this Section 3.9 bear a reasonable relationship to the damages that may be suffered in the event that any Member defaults in his or her obligations to make the required Capital Contribution or guaranty for the benefit of the Company; and election of any of the foregoing remedies would not be unreasonable based on the facts and circumstances existing as of the date that this Agreement is executed.
(d) For purposes of the SC Uniform Commercial Code, this Agreement shall constitute each Member’s security agreement in favor of the Company and/or other Members. Each Member further agrees that, upon becoming a defaulting Member, the Company may execute on behalf of such Member a UCC-1 financing statement and any other supporting documentation as may be necessary to perfect the security interest of the Company and for other Members in such Member’s Units.

ARTICLE III: MEMBERS

Section 3.1. Limitation of Liability. No Member shall be personally liable for the debts, obligations, liabilities or judgments of the Company solely by virtue of his or her ownership of Units in the Company, except as expressly set forth in this Agreement or required by law.
Section 3.2. Additional Members. Additional Members may be admitted to the Company only if approved in accordance with this Agreement. An additional Member must sign a counterpart signature page of this Agreement as a condition of becoming a Member of the Company.
Section 3.3. Withdrawal from Membership. No Member is permitted or required to withdraw or resign from the Company, except as provided in Article VII.
Section 3.4. Conflicts of Interest.
(a) The Board may permit a Member to lend money to and transact business with the Company, subject to any limitations contained in this Agreement or in the Act. To the extent permitted by applicable laws, such a Member shall be treated like any other Person with respect to transactions with the Company.
(b) Each Member and his or her officers, directors, shareholders, partners, managers, agents, employees and Affiliates (“Related Parties”) are permitted to engage in other business activities, provided that such activities are not in competition with the Company’s business or cause a Member or any Related Party to fail to perform his or her obligations under this Agreement or any other agreement between the Company and such Member or a Related Party of such Member. The Members further acknowledge that they are under no obligation to present to the Company any business or investment opportunities, even if the opportunities are of such a character as to be appropriate for the Company’s undertaking.
Section 3.5. Members Are Not Agents. Each of the Members of the Company has agreed to delegate the management of the Company to the Board and, accordingly, expressly relinquishes any rights he or she might otherwise have to act on behalf of the Company, to incur liability on behalf of the Company or to bind the Company in any way. Members shall not act as agents of the Company.
Section 3.6. Meetings.
(a) The annual meeting of Members shall be held each year at such time and date as may be fixed by or under the authority of the Board, and shall be for the purpose of electing Managers, considering the business reports of the Company, and transacting such other matters as may properly come before the meeting. However, the annual meeting of Members for any year shall be held not later than thirteen (13) months after the last preceding annual meeting of Members. The failure to hold an annual meeting shall not constitute a default of a Member who is a Manager under this Agreement. Any Member may bring an action in a court of competent jurisdiction to compel an annual meeting which has not been held in accordance with the terms of this Agreement.
(b) Any Manager or Members holding ten percent (10%) or more of the issued and outstanding Voting and Nonvoting Units may call a meeting of the Members at any time. Such meeting shall be held at a place to be agreed upon by the Board or, if no agreement can be reached, at the Company’s principal executive office. The meeting shall be held during normal business hours.
(c) The president of the Company shall preside at the meeting. The secretary of the Company shall prepare minutes of the events transpiring at the meeting, which shall be maintained along with the books and records indicated in Section 8.1 at the Company’s principal place of business.
(d) If any action on the part of the Members is to be proposed at the meeting, then written notice of the meeting must be provided to each such Member entitled to vote not less than ten (10) days or more than sixty (60) days prior to the meeting. Written notice of the meeting must be provided to Members not entitled to vote not less than five (5) days prior to the meeting. Notice may be given in person, by facsimile, electronic mail, telegraph or first class mail, or other written communication, charges prepaid, addressed to each such Member at the address listed for that Member in the Company’s books and records. Notice shall be deemed complete upon personal delivery, transmission of the facsimile, telegram or electronic mail or when deposited in the mail or sent in writing in some other manner. The notice shall contain the date, time and place of the meeting and a statement of the general nature of the business to be transacted there. Matters which are not contained in the notice may not be addressed at the meeting.
(e) Any Member(s) entitled to call a meeting may request in writing that any Manager or officer provide the aforementioned notice(s) to all Members entitled to vote at the meeting. If the written notice is not given by the Manager or officer within twenty (20) days of the request, the Member may then give notice of the meeting.
(f) An affidavit of the mailing of notice shall be prepared by the Manager, officer or Member of the Company that actually causes written notice of the meeting to be transmitted to the Members. The affidavit shall be maintained at the Company’s principal place of business, along with the books and records listed in Section 8.1.
Section 3.7. Actions at Meetings.
(a) No action may be taken at a meeting that was not proposed in the notice of the meeting unless there is a unanimous consent among all Members entitled to vote.
(b) No action may be taken at a meeting unless a quorum of Members is present either in person or by proxy. A quorum of Members shall consist of holders of a majority of the issued and outstanding Units of the Company. Once a quorum has been established at a duly held meeting, business may be regularly transacted at that meeting without adjournment, notwithstanding that the quorum is no longer present, so long as Members holding a majority of the Units represented at the meeting, or such higher percentage as may be required by this Agreement or the Act, approve any action taken. In determining the existence of a quorum, only Units entitled to a vote shall be counted.
(c) A Member may participate in any meeting by telephone conference or other similar means of communication, as long as all of the participating Members are able to hear each other. A Member participating in accordance with the preceding sentence shall be deemed present at the meeting.
(d) Any meeting may be adjourned upon the vote of the majority of the Units entitled to vote and represented at the meeting. A quorum of Members need not be present to conduct the vote. If a duly held meeting is adjourned to another time and place, no notice of the time and place of the adjourned meeting is required, if there is an announcement at the time of the adjournment of when and where the meeting is to be resumed and it is resumed within one hundred twenty (120) days of adjournment. Notice in accordance with the provisions of Section 4.6(d) is required if a new record date for the meeting is subsequently set or if the adjournment is for a period in excess of one hundred twenty (120) days from the date of the original meeting, in which case the Board shall set a new record date. Any business which could have been transacted at the original meeting may be transacted at the adjourned meeting.
(e) Actions taken at any meeting of the Members, regardless of where it is held or whether it is noticed and conducted in accordance with the foregoing rules, have the same force and validity as actions taken at a duly noticed and held meeting, if there is a quorum present in person or by proxy, and if, either before or after the meeting, each Member who was entitled to vote at the meeting but who was not present in person or by proxy, signs a written waiver of notice, consenting to the holding of the meeting or approval of the minutes of the meeting. A written waiver of notice need not contain a statement of the purpose of the meeting or the business to be transacted, except if it is to be given in support of an action taken at a meeting which was not stated in the notice. All such written waivers, consents or approvals shall become part of the records of the Company and shall be maintained at the Company’s principal place of business along with the books and records listed in Section 8.1.
(f) Any Member who attends a meeting shall be deemed to have waived his or her right to object to the notice of the meeting, unless the Member expresses such an objection at the commencement of the meeting. Attendance at a meeting shall not constitute a waiver of the right to object to the transaction of any business which was not disclosed in the notice of the meeting, so long as the objection is asserted at the meeting.
(g) Members who are entitled to vote at a meeting may do so in person or by authorizing another Person or Persons to act as proxy. The proxy must be in writing, executed by the Member authorizing it, and it must be filed with the secretary of the Company. A proxy will be deemed executed if the Member’s name is placed on the proxy, whether manually, typed, electronically transmitted or otherwise, by the Member or his or her attorney in fact. If the proxy does not state on its face that it is irrevocable, it shall continue in full force and effect unless either: (i) the Member who issued the proxy revokes it prior to the vote pursuant to the proxy by (A) delivering written notice to the Company that the proxy is revoked, (B) issuing a subsequent proxy, or (C) attending the meeting and voting in person; or (ii) the Company is notified of the death or incapacity of the Member who authorized the proxy, before the vote pursuant to the proxy is counted. Notwithstanding the foregoing, no proxy shall remain in effect for more than eleven (11) months, unless the face of the proxy indicates a longer term.
Section 3.8. Actions Without Meetings. Any action that may be taken at a meeting of the Members may be taken without a meeting and without prior notice, if written consents to the action are submitted to the Company within sixty (60) days of the record date for the taking of the action, executed by Members holding a sufficient number of votes to authorize the taking of the action at a meeting at which all Members entitled to vote thereon are present and vote. All such consents shall be submitted to the secretary and shall be maintained as a part of the Company’s records. Any Member who signs such a written consent, or the Member’s proxy holders, may revoke the consent by submitting a written revocation to the secretary which is received prior to the filing with the Company of a sufficient number of written consents to authorize the taking of the action. Notice of any action taken pursuant to submission of written consents shall be given to any Member who did not submit a written consent within ten (10) days after receipt by the Company of the number of written consents necessary to authorize the action taken.
Section 3.9. Record Date. To enable the Company to determine the Members entitled to receive notice of any meeting, to vote, to receive Distributions, to exercise any rights with regard to Distributions or to exercise any other lawful right granted by this Agreement, the Articles or the Act, the Managers may fix, in advance, a record date that is not more than sixty (60) or less than ten (10) days prior to the date of such meeting or not more than sixty (60) days prior to any other action. If no record date is fixed, the record date shall be ten (10) days prior to the date of the meeting and on the effective date and time of any other action.
Section 3.10. Voting Rights.
(a) Except as expressly provided in the Act, the Articles or in this Agreement, Members shall have no voting, approval or consent rights. Members shall have the right to approve or disapprove matters as stated in the Act, the Articles and in this Agreement.
(b) Members who are not otherwise entitled to vote because of the application of any provision of the Act, the Articles or this Agreement, shall be entitled to vote upon the dissolution of the Company, a merger of the Company with any other entity and any other matter required by the Act. In cases where holders of Nonvoting Units are entitled to vote, Voting Units and Nonvoting Units shall be voted as a single class.
(c) In any matter described in this Agreement or in the Act which requires the approval of the Members and this Agreement or the Act fails to specify or require the sufficiency of a vote or written consent, the majority vote of Units represented at a meeting and entitled to vote or the written consent of a majority of Units entitled to vote shall be sufficient to authorize any proposed action. The approval of holders of a majority (or such higher amount as may be specified in this Agreement) of Voting Units or Units (in cases where Nonvoting Units are permitted to vote) shall mean the vote of Units represented at a meeting and entitled to vote or the written consent of holders of the Units issued and outstanding and entitled to vote, as the case may be.
(d) Each issued and outstanding Unit is entitled to one (1) vote on each matter submitted to a vote of Members. Units which have been redeemed or repurchased by the Company are canceled upon redemption and shall not be outstanding Units. The Company may, however, vote Units which it holds in a fiduciary capacity.
(e) (i) Units standing in the name of a corporation shall be voted by proxy only by such Person as the board of directors of the corporate Member may designate by written resolution delivered to the Company at least twenty‑four (24) hours prior to the vote on any matter. Any corporate Member may deliver a continuing resolution, effective until revoked, authorizing any Person to vote the Units of such corporate Member.

(ii) Units held by an administrator, executor, guardian, personal representative or conservator may be voted by him or her, either in person or by proxy, without a transfer of such Units into his or her name. Units standing in the name of a trustee may be voted by him or her, either in person or by proxy, but no trustee shall be entitled to vote Units held by him or her without a transfer of such Units into his or her name or the name of his or her nominee.

(iii) Units held by or under the control of a receiver, a trustee in bankruptcy proceedings or an assignee for the benefit of creditors may be voted by him or her without the transfer thereof into his or her name.

(iv) If Units stand of record in the names of two (2) or more Persons, or if two (2) or more Persons have the same fiduciary relationship respecting the same Units, unless the secretary of the Company is given notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, then acts with respect to voting have the following effect:

(A) If only one (1) votes, in person or by proxy, his or her act binds all;
(B) If more than one (1) vote, in person or by proxy, the act of the majority so voting binds all;
(C) If more than one (1) vote in person, or by proxy, but the vote is evenly split on any particular matter, each faction is entitled to vote the Units in question proportionally;
(D) If the instrument or order so filed shows that any tenancy is held in unequal interest, a majority or vote evenly split for purposes of this Section 4.10(e) shall be a majority or a vote evenly split in interest; and
(E) Principles of this Section 4.10(e) shall apply, insofar as possible, to the execution of proxies, waivers, consents or objections for the purpose of ascertaining the presence of a quorum.

(v) Units standing in the name of a limited liability company shall be voted by proxy only by such Person as the managers or members of such company may designate by written resolution delivered to the Company at least twenty-four (24) hours prior to the vote on any matter. A limited liability company who is a Member may deliver a continuing resolution, effective until revoked, authorizing any Person to vote the Units of such Member.

Section 3.11. Deadlock. Each Member waives any right that such Member may have to seek the dissolution of the Company on the grounds that the Members are deadlocked with respect to any matter to be acted upon by the Members. In the event the Members are unable to agree on a matter for which the approval of the Members is required, each Member consents to binding arbitration in accordance with the rules of the American Arbitration Association to break any deadlock. Upon the application of any Member, the American Arbitration Association shall appoint a single arbitrator to break any deadlock. The arbitrator shall make any decisions to break the deadlock in the best interests of the Company.

ARTICLE IV: MANAGEMENT

Section 4.1. Exclusive Management.
(a) All powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company managed under the direction of, the Managers who shall act as a body (the “Board of Managers” or “Board”) upon all matters within their authority. An individual Manager is not an agent of the Company, unless authorized by the Board in accordance with the Articles or this Agreement. The Company shall have at least one (1) Manager to be selected by the Members in accordance with this Agreement.
(b) The Board, by resolution adopted by a majority of the entire number of Managers, may designate from among the Managers an executive committee and one (1) or more other committees. The executive committee shall and may exercise all of the authority of the Board, except that the executive committee, and any other committee appointed by the Board, shall not have the authority to: (i) approve or recommend to the Members actions or proposals required by the Act or this Agreement to be approved by Members; (ii) fill vacancies on the Board or any committee thereof; (iii) authorize or approve the reacquisition of Units unless pursuant to a general formula or method specifically adopted by the Board or the Members, as applicable; and (iv) authorize or approve the issuance or sale or contract for the sale of Units, or determine the designation and relative rights, preferences and limitations of a class of Units.
Section 4.2. Qualifications. Managers need not be natural Persons, citizens of the United States or residents of the state in which the Articles were filed. Managers who are natural Persons must be at least eighteen (18) years of age. A Manager need not be a Member of the Company. A Manager who is not a natural person must designate in writing a single natural person who is authorized to act on behalf of such Manager.
Section 4.3. Time Commitments. Managers shall devote the time, effort and skill that they reasonably believe is necessary to conduct the affairs of the Company and to attend to all matters concomitant to the business of the Company. Managers are not required to devote all of their time or efforts to the operation of the Company.
Section 4.4. Limitations on Powers.
(a) The Board shall not be authorized to permit the Company to perform the following acts or to engage in the following transactions without first obtaining the approval of holders of a majority of the Units entitled to vote thereon or such greater level of approval as may be indicated below:
(i) the merger of the Company with another limited liability company, corporation, partnership or limited partnership, provided that no Member may be required to become a general partner in the merged entity absent his or her express written consent thereto;
(ii) any alteration of the primary purpose or business of the Company as set forth in Section 2.8;
(iii) the sale of substantially all of the assets of the Company;
(iv) dissolution of the Company;
(v) any offer to sell Units in the Company to any Person;
(vi) any act which would prevent the Company from conducting its duly authorized business;
(vii) the confession of a judgment against the Company;
(viii) the filing of any action or petition in Bankruptcy on behalf of the Company; and
(ix) any other act or transaction for which the vote or consent of the Members is required, either in the Articles or this Agreement or under the Act.
(b) No Manager may delegate to any other Person any of such Manager’s rights and powers to manage and control the business and affairs of the Company. A Manager may not appoint a proxy to vote or otherwise act for said Manager. Nothing contained in this Section 5.4(b) shall prohibit the Board from engaging employees and agents to perform services for the Company.
Section 4.5. Meetings.
(a) The annual meeting of the Board shall be held without other notice than this Section 5.5(a), immediately after and at the same place as the annual meeting of the Members.
(b) Any Manager may call a meeting of the Board upon five (5) days notice by mail or forty‑eight (48) hours notice delivered personally, by facsimile, telephone, electronic mail or telegraph. Delivery of notice by mail is complete upon delivery in the U.S. postal system by 5:00 p.m. The notice need not indicate the purpose for which the meeting is called.
(c) Notice of a meeting need not be given to any Manager who executes a waiver of notice or a consent to the holding of the meeting, whether before or after the meeting, or who attends the meeting without objecting to the lack of notice prior to the commencement thereof or who approves the minutes of the meeting. All such waivers, consents or approvals shall be filed with the Company and be made a part of the minutes of the meeting, but they need not indicate the purpose for which the meeting was called.
(d) A majority of the Managers present at the meeting, whether or not they constitute a quorum, may adjourn any meeting to another time and place. If the adjournment is for a period greater than twenty‑four (24) hours, notice of the adjourned time and place shall be given prior to the time of the adjourned meeting to any Manager who was not present when the meeting was adjourned.
(e) Meetings of the Board may be held at any place specified in the notice of the meeting, whether within or outside the State of SC. If the notice does not designate a meeting place, then the meeting shall be held at any place agreed upon by the Board or at the principal executive office of the Company.
(f) A Manager may participate in any meeting by telephone conference or other similar means of communication, as long as all of the participating Managers are able to hear each other. A Manager participating in accordance with the preceding sentence shall be deemed present at the meeting.
(g) A majority of the authorized number of Managers constitutes a quorum of the Board for the transaction of business. Unless the Articles or this Agreement expressly require a greater number, every act performed or decision made by a majority of the Managers present at a duly held meeting, at which a quorum is present, is the act or decision of the Board. The Board may continue to transact business at a meeting at which a quorum was initially present, notwithstanding that one (1) or more Managers depart, as long as any action taken is approved by at least a majority of the required quorum for the meeting.
Section 4.6. Actions Without Meetings. Any action required or permitted to be taken by the Board may be taken without a meeting, if a majority (or such higher percentage as required by the Act, the Articles or this Agreement) of the Managers individually or collectively consent in writing to the taking of the action, in which event the written consent shall have the same force and effect as an action taken by a vote of the Board, except in such cases where the Articles or this Agreement require a different percentage of the Managers.
Section 4.7. Liability for Performance of Duties; Duty of Care.
(a) The Managers shall perform their managerial duties in good faith, in a manner that they reasonably believe to be in the best interests of the Company and its Members, and with such care, including reasonable inquiry, as an ordinarily prudent Person in the same position would exercise in similar circumstances. A Member who so performs the duties of a Manager shall not incur any liability to the Company by reason of being or having been a Manager of the Company.
(b) In performing his or her duties, each Manager shall be entitled to rely upon information, reports, opinions or statements made by or received from the following Persons or groups, unless the Manager is in possession of information regarding the matter in question sufficient to render such reliance unwarranted and provided that the Manager acts in good faith and after a reasonable inquiry when the need therefor is indicated by the circumstances:
(i) any officer, employee or other agent of the Company whom the Manager reasonably believes to be trustworthy and competent regarding the matters presented;
(ii) any attorney, independent accountant or other professional with regard to matters which the Manager reasonably believes to be within such Person’s area of professional or expert competence; or
(iii) any committee upon which the Manager does not serve, duly created in accordance with the provisions of this Agreement or the Articles, as to matters within its designated authority, if the Manager reasonably believes the committee merits confidence.
Section 4.8. Transactions Between Company and Manager. Any Manager or Affiliate of a Manager may engage in transactions with the Company, notwithstanding that such transaction may constitute a conflict of interest, as long as the transaction is not expressly prohibited by this Agreement or the Act and any conditions contained in this Agreement or the Act to the approval of any such transaction are met.
Section 4.9. Compensation. The compensation of the Managers must be fixed by the Members.
Section 4.10. Limitation on Exposing Members to Personal Liability. Neither the Company nor the Managers nor any Member may take any action which will have the effect of exposing any Member of the Company to personal liability for the obligations of the Company, without first obtaining the written consent of the affected Member.
Section 4.11. Limitations on Manager’s Liability. No Person who is a Manager shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation or liability of the Company, whether that liability or obligation arises in contract, tort or otherwise, solely by reason of being a Manager of the Company.
Section 4.12. Units Owned by a Manager. A Manager who owns Units shall be entitled to all of the rights and privileges of a Member who is not a Manager, including without limitation the economic, voting, information and inspection rights, unless otherwise provided in this Agreement.
Section 4.13. Election and Removal of Managers.
(a) The Members may, from time to time, fix the number of Managers that it shall have by the approval of the holders of Voting Units. However, the Company shall not have less than one (1) Manager at any time. Unless a Manager resigns or is removed, each Manager shall serve until his or her successor has been elected and qualified to serve.
(b) Except as provided in this Section 5.13(b), a Manager may be removed at any time, with or without cause, upon the majority vote of holders of Voting Units at a meeting expressly called for the purpose of such a vote. The removal shall be without prejudice to the rights, if any, of the Manager under any employment contract with the Company. If the Manager is a Member, his or her removal shall not affect any rights he or she has as a Member, nor shall it constitute a withdrawal from membership.
(c) A Manager may resign at any time by providing written notice to the Board. The resignation shall be effective immediately upon receipt of the notice, unless a later time is specified in the notice. Acceptance of the resignation is not required to make it effective, unless the notice provides otherwise. The resignation shall be without prejudice to the rights, if any, of the Company under any contract with the Manager. If the Manager is a Member, his or her resignation shall not affect any rights he or she has as a Member, nor shall it constitute a withdrawal from membership.
(d) A vacancy shall exist if any Manager is removed, resigns or dies, if there is an increase in the number of authorized positions of Manager or if the Members fail to elect a sufficient number of Managers to fill the authorized positions. If a vacancy occurs, the vacancy shall be filled by the remaining Manager or Managers.
Section 4.14. Officers.
(a) The officers of the Company shall be selected by the Board and shall consist of a president, a secretary, a treasurer and such other officers and agents as the Board may, from time to time, determine necessary. Officers need not be Members of the Company. Any number of offices may be held by the same Person.
(b) The officers of the Company to be chosen by the Board shall be appointed at each annual meeting of the Board. The Board may, from time to time, appoint, or may authorize a duly appointed officer to appoint, such assistant officers and agents as the Board may deem necessary. Each officer shall hold office until a successor shall have been duly chosen or until the officer’s prior death, resignation or removal.
(c) An officer may resign at any time by delivering notice to the secretary of the Company. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Board accepts the future effective date, the Board may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date. Any officer or agent may be removed by the Board at any time, with or without cause. Any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.
(d) A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board for the unexpired portion of the term.
(e) The president shall in general supervise and control all of the business and affairs of the Company and perform such other duties as may be prescribed by the Board from time to time. The president shall, when present, preside at all meetings of Members and the Board, and shall generally do and perform all acts incident to the office of president of a body corporate or which are authorized or required by law. The president also shall have authority to appoint such agents and employees of the Company as the president shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the president. The president may sign any deeds, mortgages, bonds, contracts or other instruments authorized to be executed except when the signing and execution thereof shall be expressly delegated by this Agreement to some other officer or agent of the Company, or shall be required by law to be otherwise signed or executed.
(f) The secretary shall, subject to the other provisions of this Agreement: (i) prepare the minutes of the meetings of the Company and of the Board in one (1) or more books provided for such purpose; (ii) see that all notices are duly given in accordance with the provisions of this Agreement or as required by law; (iii) be custodian of the records and seal (if adopted by the Company) of the Company and see that the seal of the Company is affixed to all documents, the execution of which, on behalf of the Company, under its seal, is duly authorized; (iv) be responsible for the authentication of the Company’s records; (v) keep or arrange for the keeping of a register of the Units owned and the post office address of each Member; and (vi) in general perform all duties incident to the office of secretary of a body corporate and have such other duties and exercise such authority as from time to time may be delegated or assigned to the secretary by the president or by the Board.
(g) The treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Company; (ii) receive and give receipts for monies due and payable to the Company from any source whatsoever, and deposit all such monies in the name of the Company in such banks, trust companies or other depositories as shall be selected by or under the authority of a resolution of the Board; and (iii) in general perform all the duties incident to the office of treasurer of a body corporate and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him by the president or by the Managers. If required by the Board, the treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board shall determine. The treasurer shall be an assistant secretary of the Company.
(h) There shall be such number of vice‑presidents, assistant secretaries and assistant treasurers as the Board may from time to time authorize. Such vice‑presidents, assistant secretaries and assistant treasurers may be appointed by the Board or, with the authorization of the Board, by a duly appointed officer. The assistant treasurers shall respectively, if required by the Board, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Managers shall determine. The vice‑presidents, assistant secretaries and assistant treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the president, secretary or the treasurer, respectively, or by the Board.
(i) The Board, or an officer with the authorization of the Board, shall have the power to appoint any Person to act as assistant to any officer, or as agent for the Company in his or her stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board shall have the power to perform all the duties of the office to which he is so appointed to act, except as such power may be otherwise defined or restricted by the Board.
(j) The salaries of the officers shall be fixed from time to time by the Board.

ARTICLE V: ALLOCATION OF PROFIT AND LOSS

Section 5.1. Capital Accounts. Capital Accounts for Members shall be established and maintained as follows:
(a) An individual Capital Account shall be determined and maintained for each Member for federal income tax purposes in accordance with the rules of Regulation Section 1.704-1(b)(2)(iv). Except as otherwise provided in such Regulation, each Member’s Capital Account shall initially consist of such Member’s cash contribution to the capital of the Company, and the Gross Asset Value of property contributed to the Company (as of the date of contribution and net of liabilities secured by such contributed property that the Company is considered to assume, or to take subject to, under Code Section 752). Each Member’s Capital Account shall be further credited with each Member’s allocable share of Net Profits and any items in the nature of income or gain that are specially allocated pursuant to Section 6.3, shall be debited by the amount of cash and the Gross Asset Value of any property distributed by the Company to such Member (as of the date of distribution and net of liabilities secured by such distributed property that the Member is considered to assume, or take subject to, under Code Section 752), together with each such Member’s allocable share of the Net Losses and any items in the nature of expenses or losses that are specially allocated pursuant to Section 6.3 hereof. Liabilities of a Member (other than those described above) that are assumed (within the meaning of Regulation Section 1.704-1(b)(2)(iv)(c)) by the Company, and liabilities of the Company (other than those described above) that are assumed (within the meaning of Regulation Section 1.704-1(b)(2)(iv)(c)) by a Member, shall be treated as money distributed to the Member, and money contributed to the Company, respectively.
(b) In the event that Company property is subject to Code Section 704(c), or is revalued in accordance with Regulation Section 1.704-1(b)(2)(iv)(f), the Members’ Capital Accounts shall be adjusted in accordance with Regulation Section 1.704-1(b)(2)(iv)(g) to reflect only allocations to them of depreciation, amortization, gain or loss as computed for book purposes (and not for tax purposes) with respect to such property. Company property may be revalued as of the following times: (i) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of property as consideration for a Membership Interest in the Company; (iii) the liquidation of the Company within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g); and (iv) the grant of a Membership Interest (other than a de minimis Membership Interest) as consideration for the provision of services to or for the benefit of the Company by any existing Member acting in that capacity, or by a new Member acting in a capacity as a Member or in anticipation of becoming a Member; provided, however, that adjustments pursuant to Section 6.1(b)(i), (b)(ii) and (b)(iv) above shall be made only if the Board reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company.
(c) The Members’ Capital Accounts shall be adjusted at the time of a revaluation of the Company assets in accordance with Regulation Section 1.704-1(b)(2)(iv) by taking into account unrealized Net Profits or Net Losses inherent in the Company assets (not reflected in the Capital Accounts previously) that would be allocated among the Members if there were a taxable disposition of such Company assets for Fair Market Value on that date.
(d) The Members’ Capital Accounts shall be adjusted to the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 743(b) or Code Section 734(b) is required pursuant to Regulation Section 1.704-1(b)(2)(iv)(m)(2) or Regulation Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts. For purposes of determining the increases or decreases to be made to the Members’ Capital Accounts, the amount of such adjustment shall be treated as an item of Net Profit (if the adjustment increases the basis of the asset) or Net Loss (if the adjustment decreases such basis) and such Net Profit or Net Loss shall be allocated to the Members in accordance with Regulation Section 1.704-1(b)(2)(iv)(m).
(e) Upon the transfer of all or part of a Membership Interest in the Company, the Capital Account of the transferor Member that is attributable to the transferred interest shall be carried over to the transferee. If the transfer of a Membership Interest in the Company causes a termination of the Company under Code Section 708(b)(1)(B), the Capital Account of the transferee Member and the Capital Accounts of the other Members carry over to the new company that is formed as a result of such termination, and the deemed contribution of assets and distribution of interests resulting from the formation of the new company shall be disregarded for purposes of determining Capital Accounts, pursuant to Regulation Section 1.704-1-(b)(2)(iv)(l).
Section 5.2. Net Profits, Credits and Net Losses.
(a) Subject to the other provisions of this Article VI, Net Profits and Net Losses shall be allocated to the Members and among them in proportion to their Capital Ratios. Tax credits shall be allocated among the Members in proportion to the allocation of Net Profits, or, if there are no Net Profits for any fiscal period during which there are allocable tax credits, then such tax credit shall be allocated in proportion to the Capital Ratio of each Member.
(b) No allocation of Net Losses shall be made to any Member to the extent that any such allocation would create or enlarge the amount of an Adjusted Negative Capital Account as of the end of any Fiscal Year. Any Net Losses which could be allocated to such Member but for the preceding sentence shall instead be allocated to and among the other Members to whom such Net Losses can be allocated without creating or enhancing or enlarging the amount of an Adjusted Negative Capital Account in proportion to their Capital Accounts. If a Net Loss may not be allocated to any Member without creating or enlarging the amount of an Adjusted Negative Capital Account, it shall be allocated to and among the Members in accordance with their respective Capital Ratios, unless such allocation is determined not to be in accordance with the Members’ interest in the Company under Regulation Section 1.704-1(b)(3), in which case it shall be allocated in accordance with that Regulation Section. If any portion of a Net Loss allocated under Section 6.2(a) is reallocated under this Section 6.2(b), both the portion allocated under Section 6.2(a) and the portion allocated under this Section 6.2(b) shall consist of a proportionate share of all items that make up the Net Loss in accordance with Regulation Section 1.704-1(b)(2)(ii)(e). Net Profits in succeeding Fiscal Years shall be first allocated to offset Net Losses reallocated pursuant to this Section 6.2(b).
Section 5.3. Regulatory Allocations.
(a) Should there be a net decrease in Company Minimum Gain in any taxable year, the Company shall specially allocate to each Member items of income and gain for that year (and, if necessary, for subsequent years) as required by the Regulation Section 1.704-2(f), governing “minimum gain chargeback” requirements prior to making any other allocations.
(b) Should there be a net decrease in Company Minimum Gain based on a Member Nonrecourse Debt in any taxable year, the Company shall first determine the extent of each Member’s share of the Company Minimum Gain attributable to Member Nonrecourse Debt in accordance with Regulation Section 1.704-2(i)(5). The Company shall then specially allocate items of income and gain for that year (and, if necessary, for subsequent years) in accordance with Regulation Section 1.704-2(i)(4) to each Member who has a share of the Company Minimum Gain attributable to Member Nonrecourse Debt.
(c) (i) The Company shall allocate Company Nonrecourse Deductions for any tax year to each Member in proportion to his or her Capital Ratio.
(ii) The Company shall allocate Member Nonrecourse Deductions to the Member who bears the risk of loss with respect to the Member Nonrecourse Debt to which the Member Nonrecourse Deduction is attributable, as provided in Regulation Section 1.704-2(i).
(d) If a Member unexpectedly receives any allocation of loss or deduction, or item thereof, or Distributions which result in the Member’s having a Negative Capital Account balance at the end of the taxable year greater than the Member’s share of Company Minimum Gain, the Company shall specially allocate items of income and gain to that Member in a manner designed to eliminate an Adjusted Negative Capital Account balance as rapidly as possible. Any allocations made in accordance with this provision shall be taken into consideration in determining subsequent allocations under this Article VI, so that, to the extent possible, the total amount allocated in this and subsequent allocations equals that which would have been allocated had there been no unexpected adjustments, allocations and Distributions and no allocation pursuant to this Section 6.3(d).
(e) In accordance with Code Section 704(c) and the Regulations promulgated pursuant thereto, and notwithstanding any other provision in this Article VI, income, gain, loss and deductions with respect to any property contributed to the Company shall, solely for tax purposes, be allocated among Members taking into account any variation between the adjusted basis of the property to the Company for federal income tax purposes and its Fair Market Value on the date of contribution (“Section 704(c) Allocation”). In addition, at any time the Gross Asset Values of Company assets are adjusted or revalued in accordance with Section 6.1(b), income, gain, loss and deduction shall be allocated among Members taking into account any variation between the adjusted basis of the property for federal income tax purposes and its value at the time of its contribution to the Company (if applicable) or its value as adjusted in accordance with Section 6.1(b) (“Reverse Section 704(c) Allocation”). The Company may use any reasonable method for making Section 704(c) Allocations and Reverse Section 704(c) Allocations consistent with the Regulations. Allocations pursuant to this Section 6.3(e) are made solely for federal, state, and local taxes and shall not be taken into consideration in determining a Member’s Capital Account or share of Net Profits or Net Losses or any other items subject to Distribution under this Agreement.
(f) The allocations set forth in this Section 6.3 (the “Regulatory Allocations”) are intended to comply with certain requirements of Regulation Section 1.704-1(b). It is the intent of the Members that, to the extent possible, all Regulatory Allocations will 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 6.3. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Company shall make such offsetting special allocations in whatever manner the Company determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 6.2 hereof.
(g) The Regulatory Allocations are made solely for tax purposes and no Regulatory Allocation shall be deemed to require a Member to restore a Negative Capital Account balance for any other purpose.
Section 5.4. Distributions.
(a) The Board may elect to make a Distribution of Available Cash at any time that would not be prohibited under the Act or under this Agreement. Distributions shall be made in accordance with the Members’ Capital Ratios Distributions shall be made to those Persons who, according to the books and records of the Company, were the holders of record of Membership Interests on the date of the Distribution or any record date established by the Board. Subject to Section 6.5, neither the Company nor any Member shall be liable for the making of any Distributions in accordance with the provisions of this Section 6.4. A Member shall have no right to demand a Distribution in a form other than cash.
(i) the cumulative amount of Net Profits allocated to a particular Member for all tax years exceeds the cumulative amount of Net Losses allocated to such Member for all tax years (a “Net Cumulative Gain”), and
(ii) a Net Cumulative Gain as of the end of the tax year in question exceeds the Net Cumulative Gain as of the end of the previous tax year (a “Net Increase”), the Company shall distribute to each Member who is allocated Net Profits for the tax year in question, prior to any other Distributions pursuant to this Agreement, in cash to the extent of Available Cash, an amount equal to the positive difference between (A) the product of (I) the Net Increase and (II) the highest combined federal, state and local marginal rate of tax potentially applicable to any Member for the tax year in question, and (B) the total Distributions payable to such Member in respect of the tax year in question without regard to this Section 6.4(b).
For purposes of this Section 6.4(b), the Net Cumulative Gain as of the execution of this Agreement shall be zero (0). Any Distribution pursuant to this Section 6.4(b) shall be made on or before March 31 of the year following the close of the tax year in question. Any Distribution hereunder shall be offset against any future Distributions made to such Member and shall not accrue interest.
(b) The Company shall withhold and pay over all amounts required to be withheld pursuant to the Code (including, without limitation, Code Sections 1441, 1442, 1443, 1445 and 1446) or pursuant to any provision of any federal, foreign, state or local tax or other law with respect to: (i) any payment or Distribution to the Company; (ii) any payment or Distribution to any Member; or (iii) any allocation of income, gain, loss or deduction of the Company to any Member. All amounts so withheld pursuant to the Code or any provision of any federal, foreign, state or local tax law with respect to any payment or Distribution to the Company or to any Member, or with respect to any allocation to any Member of income, gain, loss or deduction of the Company, shall be treated as amounts distributed to the Member to which such Distribution or allocation is attributable pursuant to this Section 6.4 for all purposes under this Agreement.
Section 5.5. Limitations on Distributions.
(a) The Board shall not make any Distribution if, after giving effect to the Distribution:
(i) The Company would not be able to pay its debts as they become due in the usual course of business; or
(ii) The Company’s total assets would be less than the sum of its total liabilities plus, unless this Agreement provides otherwise, the amount that would be needed, if the Company were to be dissolved at the time of Distribution, to satisfy the preferential rights of other Members upon dissolution that are superior to the rights of the Member receiving the Distribution.
(b) In the event Distribution would result in the condition described in Section 6.5(a)(ii) above, Members shall be required to make Capital Contributions in accordance with the Capital Ratio of each Member in an amount sufficient to eliminate the deficit condition.
(c) The Board may base a determination that a Distribution is not prohibited under this Section 6.5 on any of the following:
(i) financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances;
(ii) a fair valuation; or
(iii) any other method that is reasonable under the circumstances.
(d) A Manager who votes for a Distribution in violation of this Agreement or the Act is personally liable to the Company for the amount of the Distribution that exceeds what could have been distributed without violating this Agreement or the Act, if it is established that the Manager did not act in compliance with this Section 6.5 or Section 5.7 or Section 5.8.
Section 5.6. Return of Distributions. Members shall return to the Company any Distributions received which are in violation of this Agreement or the Act. Such Distributions shall be returned to the account or accounts of the Company from which they were taken in order to make the Distribution. If a Distribution is made in compliance with the Act and this Agreement, a Member is under no obligation to return it to the Company or to pay the amount of the Distribution for the account of the Company or to any creditor of the Company.
Section 5.7. Tax Matters Member:
(a) The Tax Matters Member shall be selected by the approval of holders of a majority of the Voting Units. The Tax Matters Member shall represent the Company in all administrative and judicial proceedings involving federal income tax matters, if the Company is classified as a partnership for tax purposes. In connection therewith, the powers of the Tax Matters Member shall include, but are not limited to, the power to:
(i) appoint an attorney‑in‑fact to represent the Company in such proceeding;
(ii) engage in any activities enumerated in subchapter C of chapter 63 of the Internal Revenue Code;
(iii) employ attorneys, accountants, appraisers, consultants and such other Persons as deemed appropriate;
(iv) make any and all elections for federal, state, and local tax purposes, including, without limitation, any election if permitted by applicable law: (A) to adjust the basis of Company assets pursuant to Code Sections 754, 734(b) and 743(B), or comparable provisions of state or local law; and (B) to extend the statute of limitations for assessment of tax deficiencies against Members with respect to adjustments to the Company’s federal, state or local tax returns; and
(v) represent the Company and Members before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company and Members in their capacity as Members, and to execute any agreements or other documents relating to or affecting such tax matters including agreements or other documents that bind the Members with respect to such tax matters or otherwise affect the rights of the Company or Members.
(b) The Tax Matters Member shall provide all Members affected by an Internal Revenue Service Company level proceeding with such notice of the proceeding as is required by the Code. The preceding sentence shall be deemed to be satisfied by mailing such notice to each such Member’s last known address.
(c) The Tax Matters Member is entitled to reimbursement for all expenses relating to its representation of the Company, which may include, but are not limited to, expenses of Persons employed by the Company in connection with an examination, audit, administrative or judicial proceeding relating to federal income tax matters.

ARTICLE VI: TRANSFERS AND TERMINATION OF UNITS

Section 6.1. Restriction on Transfer. None of the Members, except as provided in this Article VII, shall sell, transfer, encumber or otherwise dispose of, by operation of law or otherwise, the whole or any part of its Units. No assignment shall be valid or effective unless in compliance with the conditions contained in this Agreement, and any unauthorized transfer or assignment shall be void ab initio. The Units of a Member may not be assigned, pledged or otherwise transferred except as this Agreement may expressly permit. Any assignment, pledge or transfer of Units must be approved in advance by holders of a majority of the Voting Units. Any transfer of the ownership interests of a Member which is an entity constituting a change of control of such entity shall be deemed a transfer of the Units owned by such Member. For purposes of this Section 7.1, control shall have the meaning set forth in Section 1.2 and a change in control shall mean the loss of control by any Person or group of less than four (4) Persons who possessed control prior to the change of control.
Section 6.2. Further Assignments Subject to this Agreement. Upon the transfer of Units to any transferee, the transferee and any subsequent transferees of Units shall be subject to all of the terms and provisions of this Agreement. The transferee of Units who does not become a Member shall be subject to the provisions of this Article VII as if such Units were held by a Member, except such transferee shall not possess any voting rights.
Section 6.3. Rights of Transferee. Unless admitted to the Company as a Member in accordance with the provisions of this Article VII, the transferee of Units, or a part thereof, shall not be entitled to any of the rights, powers or privileges of its predecessor in interest, except as otherwise provided in this Agreement. A transferee of Units who does not become a Member may not hold the proxy of the Member who transferred the Units to such transferee. As a condition to admitting any transferee of Units to the Company as a Member, the Company may require that such transferee make such representations and warranties to the Company as the Board deems appropriate.
Section 6.4. Repurchase of Interests.
(a) Upon the occurrence of any of the events described in Section 7.4(b) below (“Purchase Events”) with respect to a Member (the “Transferring Member”), the Company shall have the continuing option, upon the approval of a majority of the entire number of issued and outstanding Voting Units (excluding the Units of the affected Member) to purchase all (but not less than all) of the Units of the Transferring Member. The purchase price of the Units shall be the “Purchase Price” in accordance with the provisions of Section 7.4(c) below, and the purchase shall be in accordance with Section 7.4(e) below (except for any extension needed pending the appointment of the personal representative, if applicable).
(b) The Purchase Events are:
(i) any levy on, attachment of or the establishment of a charging order with respect to any Units of the Transferring Member by any creditor or by any Person claiming a lien thereon, if such Member does not immediately institute and diligently pursue the appropriate legal remedies to have such levy, attachment or charging order discharged, and such levy, attachment or charging order is not discharged within thirty (30) days from the date of such levy or attachment;
(ii) an event of Bankruptcy with respect to a Member;
(iii) the death of a Member who is an individual or the dissolution of a Member which is an entity;
(iv) the incapacitation of a Member;
(v) any attempted transfer of Units by the Transferring Member in violation of this Agreement; and
(vi) the default of the Transferring Member for which the remedy described in Section 3.9(a)(v) has been elected by the Company.
(c) The “Purchase Price” shall be determined as follows:
(i) The Established Value (as hereafter defined) of the Company shall be multiplied by the Capital Ratio represented by the Units to be purchased as of the date of the Purchase Event to determine the Purchase Price, except as provided in Section 7.4(c)(iv) below.
(ii) The “Established Value” of the Company shall mean the value of the Company determined in accordance with Section 7.4(c)(iii) or the net book value of the Company computed for federal income tax purposes (the “Net Value”). The Net Value shall be determined by the Company’s independent certified public accountant whose determination shall be final and binding, absent manifest error. If the Transferring Member does not elect in writing delivered to the Company within ten (10) days after the Company exercises its option to purchase the Units of the Transferring Member to determine the Established Value of the Company in accordance with Section 7.4(c)(iii), the Established Value shall be the Net Value with the following adjustments:
(A) All accounts payable shall be taken at face value, less discounts deductible therefrom, and shall be deducted as a liability;
(B) The accounts receivable of the Company shall be excluded;
(C) There shall be no allowance of any kind for goodwill;
(D) Notwithstanding the method of depreciation or cost recovery used by the Company for income tax or other purposes, depreciation and cost recovery allowances shall be computed on a straight-line method and any items of property still in service shall be valued at not less than twenty percent (20%) of their original cost;
(E) Real property owned by the Company shall be valued at its fair market value determined by a Member Appraisal Institute (MAI) appraiser selected by the Company’s independent certified public accountant;
(F) Liabilities of the Company, excluding accounts payable, shall be deducted at face value from the book value of the assets;
(G) Death proceeds of insurance on the life of a Member shall not be included in book value;
(H) Any accrued contributions to a qualified retirement plan shall be deducted as a liability;
(I) Capital leases shall be deemed the ownership of the property subject to the lease encumbered by a liability;
(J) Unpaid and accrued federal, state, city and municipal taxes, including but not limited to sales, payroll, unemployment insurance, excise, franchise and income, shall be deducted as a liability;
(K) Supplies shall be valued at one-half (1/2) of the total cost of all supplies for the twelve (12) month period ending on the valuation date;
(L) Marketable securities shall be valued at the lower of cost basis or Fair Market Value; and
(M) The attorneys’ and accountants’ fees incurred by the Company in connection with the redemption of Units of the Transferring Member, including, without limitation, the determination of the Purchase Price, the preparation of documents relating to the purchase and conferences and negotiations shall be deducted as a liability.
(iii) The Transferring Member may request that an appraisal of the Company’s assets be performed to determine the Established Value and the Purchase Price which shall be determined by a qualified appraiser appointed by the Company. The qualified appraiser may appoint other appraisers to assist in the determination of the Purchase Price; if any real property is owned by the Company, the real property shall be valued by an MAI appraiser. Each appraiser shall be certified in business valuations by the American Institute of Certified Public Accountants. The appraisal shall be conducted in accordance with the valuation methodology set forth by the Internal Revenue Service in Revenue Ruling 59-60. No adjustment shall be made to the value of the Units for any discount or premium resulting from a minority interest, lack of marketability, a majority interest or any other factor. The cost of the appraisal and the amounts described in Section 7.4(c)(ii)(M) shall be borne by the Transferring Member.
(iv) The Purchase Price for a Purchase Event described in Section 7.4(b)(v) or Section 7.4(b)(vi) shall equal seventy-five percent (75%) of the amount determined in accordance with Section 7.4(c)(ii) or Section 7.4(c)(iii). Each Member agrees that the provisions of this Section 7.4(c)(iv) are not a penalty but intended to compensate the other Members and the Company for damages caused by the occurrence of the Purchase Events described in the preceding sentence.
(v) The Purchase Price shall be determined as of the time the Company exercises its option to purchase the Units of the Transferring Member.
(d) Upon the occurrence of a Purchase Event and the Company’s exercise of its option to purchase the Units of the Transferring Member, the amount of any loans made to the Company by the Transferring Member shall be deemed satisfied and the principal and accrued interest thereof shall be added to the Purchase Price. Upon the exercise of said option, any demand loans owed by the Transferring Member shall not be made due and payable except in accordance with the preceding sentence.
(e) With respect to any purchase of Units under this Section 7.4, closing shall occur within thirty (30) days following the establishment of the Purchase Price. The Purchase Price shall be paid as follows:
(i) There shall be credited against the Purchase Price the amount of any indebtedness owed to the Company by the Transferring Member. The balance of the Purchase Price shall be paid in accordance with the remaining provisions of this Section 7.4(e).
(ii) If the Purchase Price does not exceed one thousand dollars ($1,000.00), as adjusted in Section 7.4(e)(i), it shall be paid in cash at closing. Otherwise, the Company, in its discretion may elect to pay the Purchase Price in cash at closing in full satisfaction of its obligations under this Section 7.4, or pay twenty percent (20%) of the Purchase Price in cash at the closing and the remainder of the Purchase Price in four (4) consecutive equal annual installments with interest at the applicable federal rate defined in the Code beginning one (1) year after the closing.
(f) Section 608.4237, Fla. Stat. shall not apply to the occurrences listed therein as the Members have elected to be governed by this Section 7.4.
Section 6.5. Transfer Implementation. Upon the exercise of the option of the Company to purchase the Units of the Transferring Member, the Transferring Member shall cease to have any rights to the income or loss of the Company, Distributions or the right to vote. Upon the exercise of such option, the Units of the Transferring Member shall be deemed redeemed and the Transferring Member shall possess only an appraisal right, as defined in this Agreement, with respect to such Units. The Units of the Transferring Member shall be transferred and conveyed by an assignment and such other instruments as may be required to transfer title to the Transferring Member’s Units as determined in the discretion of the Company. The assignment of the Units to be delivered by the Transferring Member at closing shall contain warranties that the Transferring Member has good title to the assigned Units and the assigned Units are not subject to any pledge, lien or other security interest. Each officer of the Company is hereby authorized to transfer the Units of a Transferring Member for which such Transferring Member has failed or refused to execute assignments or other instruments of transfer in accordance with this Agreement.
Section 6.6. No Release of Liability. Any Member whose interest in the Company is sold pursuant to Article VII is not relieved thereby of any liability he or she may owe the Company.
Section 6.7. Continuation of Company. The death, withdrawal, resignation, retirement, expulsion, insanity, Bankruptcy or dissolution of a Member, or any event described in this Agreement pursuant to which a Person ceases to be a Member of the Company, shall not cause the dissolution of the Company and the remaining Members shall continue the operation of the business of the Company.
Section 6.8. Offer to Purchase Units. At any time during the term of this Agreement, a Member (the “Offering Member”) may make an offer to purchase the Units of the other Member (the “Offeree Member”) by delivering a written notice to the Offeree Member which contains the purchase price and the terms of payment. Within thirty (30) days after the receipt of the offer from the Offering Member, the Offeree Member shall, by written notice to the Offering Member delivered within said thirty (30) day period:
(a) accept the offer of the Offering Member; or
(b) agree to purchase the Membership Interest of the Offering Member at the price and upon the terms contained in the offer of the Offering Member.
The failure of the Offeree Member to deliver written notice to the Offering Member within said thirty (30) day period specifying a choice between the alternatives of Section 7.8(a) and Section 7.8(b) shall be deemed an election to the alternative contained in Section 7.8(a). The closing of the purchase and sale of the Units to be transferred pursuant to this Section 7.8 shall occur within forty-five (45) days after the expiration of said thirty (30) day period. Upon tender of the purchase price and fulfillment of any other conditions to the closing of the sale of such Units, such Units of the selling Member shall be deemed transferred without any further action on the part of the selling Member and the purchasing Member may transfer said Units on the books of the Company. No offer delivered pursuant to this Section 7.8 shall be deemed equivocal, vague, ambiguous or incomplete because it fails to specify terms other than the purchase price method of payment. Any terms which cannot be agreed by the Members shall be determined by the Company’s independent accountant. The purchase of any Units pursuant to this Section 7.8 shall be secured by a pledge of the Company’s assets, subject to the rights of any superior creditor, and shall be guarantied by the Company if it is not the purchasing party or by the non-selling Member if the Company is the purchasing party. A purchasing Member may assign his or her rights to purchase the selling Member’s Membership Interest to the Company.

ARTICLE VII: BOOKS, RECORDS, AND REPORTING

Section 7.1. ­Books and Records. The Board shall maintain at the Company’s principal place of business the following books and records:
(a) a current list of full name and last known business or residence address of each Member and Manager set forth in alphabetical order, together with the Capital Contribution and Units of each Member;
(b) a copy of the Articles and all amendments thereto, together with executed copies of any powers of attorney pursuant to which the Articles or any amendments thereto were executed;
(c) a copy of all certificates of conversion, if any, relating to the Company;
(d) copies of the Company’s federal, state, and local income tax or information returns and reports, if any, for the six (6) most recent tax years;
(e) a copy of this Agreement and any amendments hereto, together with the executed copies of any powers of attorney pursuant to which this Agreement or any amendments hereto were executed;
(f) copies of the Company’s financial statements, if any, for the six (6) most recent Fiscal Years;
(g) the books and records of the Company as they relate to its internal affairs for at least the current and past four (4) Fiscal Years; and
(h) true and correct copies of all relevant documents and records indicating the amount, cost and value of all of the property and assets of the Company.
Section 7.2. Accounting Methods. The books and records of the Company shall be maintained in accordance with the accounting methods utilized for federal income tax purposes.
Section 7.3. Reports. The Board shall cause to be prepared and filed in a timely manner all reports and documents required by any governmental agency. The Board shall cause to be prepared at least annually all information concerning the Company’s operations that is required by the Members for the preparation of their federal and state tax returns. The Board shall send to each Member within ninety (90) days (or at such time as recommended by the Company’s independent certified public accountant) after the conclusion of the tax year:
(a) all information concerning the Company’s operations necessary to the preparation of the Member’s individual federal and state income tax or information returns;
(b) a copy of the Company’s federal, state, and local income tax or information returns for the tax year; and
(c) an annual report containing a balance sheet as of the end of the Fiscal Year as well as an income statement and statement of changes in financial position, accompanied by the report thereon, if any, of the independent certified public accountant engaged by the Company, or, if there is no report, a signed certificate from the Board that the financial statements were prepared from the unaudited books and records of the Company.
Section 7.4. Inspection Rights. For purposes reasonably related to their interests in the Company, all Members shall have the right to inspect and copy the books and records of the Company during normal business hours, upon reasonable request. The Board shall provide Members with copies of all Company records and documents to which Members are entitled
Section 7.5. Bank Accounts. The Board shall maintain all of the funds of the Company in a bank account or accounts in the name of the Company, at a depository institution or institutions to be determined by the Board. The Board shall not permit the funds of the Company to be commingled in any manner with the funds or accounts of any other Person.

ARTICLE VIII: DISSOLUTION, LIQUIDATION, AND WINDING UP

Section 8.1. Conditions Under Which Dissolution Shall Occur. The Company shall dissolve and its affairs shall be wound up upon the happening of the first to occur of the following:
(a) upon the vote or prior written consent of holders of a majority of the entire number of Units issued and outstanding;
(b) upon the entry of a decree of judicial dissolution; or
(c) upon the happening of any event specified in the Articles as causing or requiring dissolution.
Section 8.2. Winding Up and Dissolution. If the Company is dissolved, the Board shall wind up its affairs, including the sale or distribution of all of the Company’s assets and the provision of written notification to all of the Company’s creditors of the commencement of dissolution proceedings.
Section 8.3. Liquidating Distributions. Upon dissolution of the Company, the liquidation proceeds shall be applied as follows:
(a) first, to the payment of the expenses of the liquidation;
(b) second, to the discharge of all of the Company’s debts and liabilities owing to creditors other than Members;
(c) third, to the creation of such reserves as the Board may reasonably determine to be necessary for any contingent liabilities or obligations of the Company (the balance of such reserves, if any, will be distributed as provided below);
(d) fourth, to the payment and discharge, in order of priority, and, thereafter, prorated, of all of the Company’s debts and liabilities owing to Members; and
(e) fifth, to the Members in proportion to their Positive Capital Account balances (after adjusting Capital accounts for gain or loss realized upon liquidation or adjusted in accordance with Section 6.2).
Section 8.4. Members’ Receipt of Payment. Except as otherwise provided in this Agreement or by the Act, the Members are entitled to payment of liquidation proceeds only from the Company and are not entitled to recover liquidation proceeds from any individual Member or Manager.
Section 8.5. Documents to be Filed. Upon the dissolution of the Company, the Board shall file articles of dissolution with the Secretary of State.

ARTICLE IX: INDEMNIFICATION

Section 9.1. Exculpation and Indemnification.

(a) The Members, Managers and any officer, employee or agent of the Company (collectively, the “Covered Persons”) shall not, to the fullest extent permitted by law, be liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 10.1 by the Company shall be provided out of and to the extent of Company assets only, and the Covered Person shall not have personal liability on account thereof.

(c) To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 10.1.

(d) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement or any approval or authorization granted by the Company or any other Covered Person. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Covered Person.

(e) The foregoing provisions of this Section 10.1 shall survive any termination of this Agreement.

ARTICLE XI: RESTRICTIVE COVENANTS

Section 11.1 Confidential Information. Members shall have access to certain confidential information of the Company and such information constitutes valuable, special and unique property of the Company. Each Member shall not, at any time during or after termination of this Agreement, in any fashion, form or manner, either directly or indirectly, divulge, disclose or communicate to any person, firm or corporation, in any manner whatsoever, any information of any kind, nature or description concerning any matters affecting or relating to the business of the Company, including, without limiting the foregoing, the names of clients, the prices which the Corporation pays for goods or services or at which it provides services or sells products or goods, the Company’s manner of operation or any plans or processes, without regard to whether any or all of the foregoing would be deemed confidential information or trade secrets under applicable law.
Section 11.2 Covenant Not to Compete. Each Member covenants and agrees that during the term of this Agreement and for a period of two (2) years following the closing of a Purchase Event, a Member whose Units have been redeemed shall not, either alone or with a combination of others, undertake any business activity competitive with the business of the Company, nor directly or indirectly, own, operate, manage, join, control, participate in the ownership, management, operation and/or control of, or be paid or employed by, or otherwise become associated with and provide assistance to, as an employee, agent, advisor, independent contractor, officer, director, shareholder, owner or otherwise, any business or activity which is, directly or indirectly, in competition with the business of the Company and located within the United States of America.
Section 11.3 Covenant Not to Solicit Clients. For a period of two (2) years following the closing of a Purchase Event, each Member whose Units have been redeemed shall not, for himself or herself, or on behalf of any other person, firm, partnership, corporation or company, whether or not such Member has any part or involvement with the foregoing, call upon any client of the Company for the purpose of soliciting, selling, renting or other business promotion to any of said clients, products or services similar to the products and services sold by the Company; nor will such Member, in any way, directly or indirectly, for himself or herself, or on behalf of, or in conjunction with any other person, firm, partnership, corporation or company, solicit, divert, accept the patronage of or take away any such client of the Company during the one-year term following the closing of a Purchase Event; nor will such Member, directly or indirectly, for himself or herself, or on behalf of, or in conjunction with any other person, firm, partnership, corporation or company, induce or attempt to induce, any client to sever or otherwise alter his or her relationship with the Company for the two-year term following the closing of a Purchase Event.
Section 11.4 Covenant Not to Solicit Employees. For a period of two (2) years following the closing of a Purchase Event, a Member whose Units have been redeemed shall not, for himself or herself, or on behalf of any other person, firm, partnership, corporation or company, whether or not such Member has any part or involvement with the foregoing, hire, retain the services of any agents or employees of the Company for any purpose, induce or attempt to induce, any agent, employee or representative of the Company to sever or otherwise alter his or her relationship with the Company.
Section 11.5 Continuing Effect. Each Member agrees that the provisions of this Article XI are a material inducement for the Company to enter into this Agreement with the Members and that the foregoing provisions are reasonable and necessary for the protection of the Company. The provisions of this Article XI shall survive each Member’s relationship with the Company. Each of the restrictive covenants contained in this Article XI is a separate, distinct and severable obligation. In the event any of such covenants shall be held invalid or unenforceable by a court of competent jurisdiction, the others shall not be affected thereby. The provisions of this Article XI shall be applicable and enforceable regardless of any claim made by a Member with respect to the inducement, making, breach or termination of a Member’s interest in the Company. The restrictive covenants contained in this Article XI shall be extended for any length of time that a Member is in violation with any provision of this Article XI. The Company may withhold any amount payable to a Member pursuant to Section 7.4(e) during any time that the Company forms a good faith belief that a Member is in violation of any of the provisions of this Article XI. The withholding of such payment shall not be a breach of this Agreement even if it is later determined by a court of competent jurisdiction that the Member was not in violation of any of the provisions of this Article XI.
Section 11.6 Injunctive Relief. The limitations set forth in this Article XI are reasonable and necessary for the protection of the goodwill of the business of the Company. A violation of any of the provisions contained in this Article XI may cause irreparable damage to the Company, the exact amount of which may be impossible to ascertain, and that for such reason, among others, the Company shall be entitled to injunctive relief to restrain any further violation of this Article XI. Such right to injunctive relief shall be in addition to, and not in limitation of, any other rights and remedies the Company may have against a Member who violates the provisions of this Article XI, including, but not limited to, recovery of damages. The terms and conditions of this Article XI shall survive termination of this Agreement.

ARTICLE XII. MISCELLANEOUS PROVISIONS

Section 12.1 Assurances. Each Member shall execute all documents and certificates and perform all acts deemed appropriate by the Board or required by this Agreement or the Act in connection with the formation and operation of the Company and the acquisition, holding or operation of any property by the Company.
Section 12.2 Complete Agreement. This Agreement and the Articles constitute the complete and exclusive statement of the agreement among the Members with respect to the matters discussed herein and therein and they supersede all prior written or oral statements among the Members, including any prior statement, warranty or representation.
Section 12.3 Section Headings. The section headings which appear throughout this Agreement are provided for convenience only and are not intended to define or limit the scope of this Agreement or the intent or subject matter of its provisions. The reference to a section of this Agreement shall include any subdivision of the text of this Agreement.
Section 12.4 Binding Effect. Subject to the provisions of this Agreement relating to the transferability of Units, this Agreement is binding upon and shall inure to the benefit of the parties hereto and their respective heirs, administrators, executors, successors, and assigns.
Section 12.5 Interpretation. All pronouns and common nouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the context may require. In the event that any claim is made by any Member relating to the drafting and interpretation of this Agreement, no presumption, inference or burden of proof or persuasion shall be created or implied solely by virtue of the fact that this Agreement was drafted by or at the behest of a particular Member or his or her counsel.
Section 12.6 Jurisdiction and Venue. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Florida. The Members acknowledge that the legal representation a substantial portion of negotiation, anticipated performance and shall occur in Brevard County, Florida, and that, therefore, each Member irrevocably and unconditionally: (a) agrees that any suit, action or legal proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts of record of the State of Florida in Brevard County; (b) consents to the jurisdiction of each such court in any such suit, action or proceeding and expressly waives removal to a federal court; (c) waives any objection which he or she may have to the laying of venue or any such suit, action or proceeding in any of such courts; (d) waives the right to bring any such suit, action or proceeding in any other forum; and (e) agrees that service of any court paper may be effected on such party by mail as provided in this Agreement, or in such other manner as may be provided under applicable law or court rules.
Section 12.7 Specific Performance. The Members acknowledge and agree that irreparable injury shall result from a breach of this Agreement and that money damages will not adequately compensate the injured party. Accordingly, in the event of a breach or a threatened breach of this Agreement, any party who may be injured shall be entitled, in addition to any other remedy which may be available, to injunctive relief to prevent or to correct the breach.
Section 12.8 Remedies Cumulative. The remedies described in this Agreement are cumulative and shall not eliminate any other remedy to which a Person may be lawfully entitled.
Section 12.9 Notices. Any notice or other writing to be served upon the Company or any Member thereof in connection with this Agreement shall be in writing and shall be deemed completed when delivered to the address maintained in the Company’s records, if to a Member, and to the registered agent, if to the Company. Any Member shall have the right to change the address at which notices shall be served upon ten (10) days’ written notice to the Company and the other Members.
Section 12.10 Amendments. Any amendments to this Agreement or the Articles must be in writing and signed by those Members required by this Agreement. Any such amendment shall be adopted by holders of a majority of Units entitled to vote, but no amendment effectuated without the unanimous vote of the entire number of Units may change the voting rights of Units, share of profits and losses of a Unit, entitlement to or computation of Distributions, the rights of any Member upon dissolution, or the obligation of a Member to make Capital Contributions with respect to Units already issued.
Section 12.11 Severability. Each provision of this Agreement is severable from the other provisions. If, for any reason, any provision of this Agreement is declared invalid or contrary to existing law, the inoperability of that provision shall have no effect on the remaining provisions of the Agreement which shall continue in full force and effect.
Section 12.12 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall, when taken together, constitute a single document. A signed copy of this Agreement transmitted by facsimile or electronic mail shall be deemed an original for all purposes of this Agreement.
Section 12.13. Survival of Obligations. The obligations to be performed by the Company and the Members pursuant to this Agreement which by their terms must be performed after the termination of this Agreement or after the termination of a Member’s interest in the Company shall survive any such termination.
Section 12.15 Supervening Law. In the event the Company, acting upon the advice of counsel, reasonably determines that: (a) the Company or a Member shall be subject to criminal or civil sanctions as a result of this Agreement, or (b) any aspect of the operation of this Agreement violates, or with the passage of time, is likely to violate any law, rule or regulation applicable to the Company or the Members, then the Company and the Members agree to modify this Agreement to the extent necessary to prevent the occurrence of any event described in this Section 12.15. If this Agreement cannot be so modified, the Company shall be dissolved.
Section 12.16 Enforcement Costs. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provision of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to pre-trial and post-trial proceedings), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. This Section 12.16 shall apply to an action for declaratory relief without regard to the instituting party if the party instituting it asserts specific allegations concerning this Agreement which are ruled upon by the court and shall include all expenses incurred in any judicial, bankruptcy, reorganization, administration, receivership or other proceeding affecting creditors’ rights involving a claim under this Agreement, even if such proceedings arise before or after entry of a final judgment.
Section 12.17 Waiver of Trial by Jury. EACH MEMBER AND THE COMPANY, TO THE EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE TRANSACTION IT CONTEMPLATES. THIS WAIVER APPLIES TO ANY ACTION OR LEGAL PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. EACH MEMBER ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION 12.17 ARE A MATERIAL CONSIDERATION IN EXECUTING AND DELIVERING THIS AGREEMENT AND CONSUMMATING THE TRANSACTIONS IT CONTEMPLATES.
IN WITNESS WHEREOF, all of the Members of Clovis ai LLC, a South Carolina limited liability company, have executed or caused to be executed this Agreement.

Clovis ai LLC

IN WITNESS WHEREOF, all of the Members of CLOVIS AI LLC, a South Carolina limited liability company, have executed or caused to be executed this Agreement.

AGREED TO this ____ Day of _________________, 2022

CLOVIS AI LLC

By:___________________________________
Mack Bryson, Managing Director

By:___________________________________
Victor Trani, Managing Member
Representing HME Technology Inc.

Additional Member’s Signatures of Acknowledgement and Agreement of this Operating Agreement for CLOVIS AI LLC by have been affixed to separate Counterpart Signature Pages and are incorporated herein by reference.

Exhibit B
CLOVIS AI LLC
OPERATING AGREEMENT
COUNTERPART SIGNATURE PAGE

By signing below, the undersigned hereby agrees to be a member of CLOVIS AI LLC, and to be bound by the terms and conditions of its Operating Agreement dated ___________________ as it may be amended from time to time.

IN WITNESS WHEREOF, the undersigned has executed this Signature Page as of the date and year indicated below.

Date of Execution: ______________________________, 20___.

_____________________________________

Printed or Typed Name of Member

By __________________________________ Signature
_____________________________________

Officer Title if Member is an Entity

_____________________________________

Address

_____________________________________

City, State & Zip Code

WITNESSES to signature on this page: Signature: ______________________________

Printed Name: __________________________

Signature: ______________________________

–OR– Printed Name: __________________________

______________________________________

Notary Public, State of ________________

Printed Name: __________________________

Notarial ID No: _________________________

My Commission Expires: _________________ [Seal]