Third Amended And Restated Operating Agreement

(iii) In the case of a review by or similar event with a tax authority that influences the calculation of a member`s alleged tax debt for a taxable year, or if the company files an amended tax return, each member`s accepted tax debt is recalculated for that year by such an event (to avoid doubt), taking into account interest or penalties. Any undercover of the tax allocations collected by members and former members on the basis of such a newly calculated alleged tax debt is immediately distributed to these members and successors of these former members, unless, to avoid doubts, to the extent that distributions to these members and former members are made in accordance with Section 4.01 (a) and this section 4.01 (b) in the taxable years in question to the extent that these means of non-compliance are sufficient. (c) Where the director is entitled or obligated, in this agreement or in any other agreed-upon agreement, to take action or make a decision at sole discretion or “discretion” by giving similar power or leeway, the director is entitled or obligated to take into account the interests and factors desired, including his or her own interests. , including one`s own interests. and, to the extent permitted by law, has no obligation to take into account any interest or other factors relating to the company or other members. CONSIDERING that the Company amended a second modified and amended operating contract of the Company as of February 20, 2018 (modified, amended, completed or otherwise amended, completed or amended otherwise, but without the date of that agreement, with all schedules, exhibitions and annexes) with the members of the company (including consent and membership) (collective) , the “original members”; And Section 15.02 of Dispute Resolution. When a member or member challenges the accuracy of a fair value provision in Section 15.01 and the manager and those members are unfaring to agree on the determination of the fair market value of a company asset, the trustee and those members each choose a nationally recognized investment bank position. , with experience in assessing the securities of close companies such as the company in the corporate sector (the “auditors”) that determine the fair value of the assets or the company (if any) in accordance with the provisions of Section 15.01.