Common use of Management of the Company Clause in Contracts

Management of the Company. (a) The Company shall be manager-managed. The Member will appoint one or more managers (the “Manager”), and the Manager shall manage the Company in accordance with this Agreement. The Manager is an agent of the Company, and the actions of the Manager taken in such capacity and in accordance with this Agreement shall bind the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx Xxxxx. (b) The Manager shall have exclusive and complete authority and discretion to manage the operations and affairs of the Company and to make all decisions regarding the business of the Company. Any action taken by the Manager shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the Nevada LLC Act, and shall have such authority, rights, and powers in the management of the Company to do any and all other acts and things necessary, proper, convenient, or advisable to effectuate the purposes of this Agreement. (c) The Manager may, from time to time, designate one or more officers with such titles as may be designated by the Manager to act in the name of the Company with such authority as may be delegated to such officers by the Manager (each such designated person, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Manager. Any action, including any debt contracted or liability incurred by or on behalf of the Company, taken by an Officer designated by the Manager pursuant to authority delegated to such Officer shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or her. (d) The Manager may be removed by the Member for any reason with or without cause. If a Manager is removed, resigns, dies or becomes incapacitated, the Member may appoint a new Manager.

Management of the Company. (a) The Company Board of Managers shall be manager-managed. The Member will appoint one or more managers (have the “Manager”), and the Manager shall sole right to manage the business of the Company in accordance with this Agreement. The Manager is an agent and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company, and, except with respect to the execution and filing of the Company’s Certificate of Formation, no Member shall have any authority to act for or bind the Company but shall have only the right to vote on or approve the actions of herein specified to be voted on or approved by the Manager taken in such capacity and in accordance with this Agreement shall bind the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx XxxxxMembers. (b) The Manager shall have exclusive and complete authority and discretion Board of Managers may appoint such officers, who may but need not be Members or Managers, to manage the operations and affairs of the Company such terms and to make all decisions regarding perform such functions as the Board of Managers shall determine in its sole discretion, the Board of Managers may appoint, employ or otherwise contract with such other persons or entities for the transaction of the business of the Company. Any action taken by Company or the Manager shall constitute the act performance of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively services for or on the power and authority of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the Nevada LLC Act, and shall have such authority, rights, and powers in the management behalf of the Company as it shall determine in its sole discretion. The Board of Managers may delegate to do any and all other acts and things necessarysuch officer, proper, convenient, person or advisable entity such authority to effectuate act on behalf of the purposes Company as the Board of this AgreementManagers may from time to time deem appropriate in its sole discretion. (c) The Manager may, from time to time, designate one or more officers with When the taking of such titles as may be designated action has been authorized by the Board of Managers, any Manager to act in or officer of the name Company or any other person specifically authorized by the Board of Managers, may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with such authority as may be delegated the Secretary of State of the State of Delaware any certificates or amendment to such officers by the Manager (each such designated personCompany’s Certificate of Formation, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by one or more Restated Certificates of Formation and Certificates of Merger or Consolidation and, upon the Manager. Any action, including any debt contracted or liability incurred by or on behalf dissolution and completion of winding up of the Company, taken by an Officer designated by at any time when there are fewer than two Members, or as otherwise provided in the Manager pursuant to authority delegated to such Officer shall constitute the act Delaware Act, a Certificate of and serve to bind Cancellation canceling the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority ’s Certificate of any Officer as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or herFormation. (d) A Majority in Interest of the Members shall elect individuals to the Board of Managers, which shall initially consist of one or such number of Managers as the Members otherwise determine. Each Member shall have one vote for each Unit it holds. Mangers shall serve until they resign, die, become incapacitated or are removed. The Manager may be removed by removal from the Member for any reason Board of Managers (with or without cause. If ) of a Manager is removedshall only be at the written request of Members holding a Majority in Interest. A majority of the Managers shall constitute a quorum for the transaction of business. At any meeting of the Board of Managers, resignsall matters shall be determined by the consent of a majority of the Board of Managers. Notice shall be given at least twelve (12) hours prior to any meeting of the Board of Managers. Notice may be waived before or after a meeting or by attendance without protest at such meeting. Notice may be by hand, dies telephone, telecopy, overnight courier or becomes incapacitated, the Member U.S. mail and shall be deemed given when received. Managers may appoint participate in a new Managermeeting of the Board of Managers by means of telephone and such participation shall constitute presence in person at such meeting. Any action required or permitted to be taken by the Board of Managers at a meeting may be taken without a meeting with the unanimous consent of the Board of Managers. The Board of Managers may adopt such other procedures governing meetings and the conduct of business as well as meetings of Members and any procedures to be used in connection with voting by Members (which voting may be by written consent of the percentage necessary to take such action) as it shall deem appropriate.

Management of the Company. (a) The Company Board of Managers shall be manager-managed. The Member will appoint one or more managers (have the “Manager”), and the Manager shall sole right to manage the business of the Company in accordance with this Agreement. The Manager is an agent and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company, and, except with respect to the execution and filing of the Company’s Certificate of Formation, no Member shall have any authority to act for or bind the Company but shall have only the right to vote on or approve the actions of herein specified to be voted on or approved by the Manager taken in such capacity and in accordance with this Agreement shall bind the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx XxxxxMembers. (b) The Manager shall have exclusive and complete authority and discretion Board of Managers may appoint such officers, who may but need not be Members or Managers, with such titles, to manage the operations and affairs of the Company such terms, and to make all decisions regarding perform such functions as the Board of Managers shall determine in its sole discretion. The Board of Managers may appoint, employ or otherwise contract with such other persons or entities for the transaction of the business of the Company. Any action taken by Company or the Manager shall constitute the act performance of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively services for or on the power and authority of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the Nevada LLC Act, and shall have such authority, rights, and powers in the management behalf of the Company as it shall determine in its sole discretion. The Board of Managers may delegate to do any and all other acts and things necessarysuch officer, proper, convenient, person or advisable entity such authority to effectuate act on behalf of the purposes Company as the Board of this AgreementManagers may from time to time deem appropriate in its sole discretion. (c) The Manager may, from time to time, designate one or more officers with When the taking of such titles as may be designated action has been authorized by the Board of Managers, any Manager to act in or officer of the name Company or any other person specifically authorized by the Board of Managers, may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with such authority as may be delegated the Secretary of State of the State of Delaware any certificates or amendment to such officers by the Manager (each such designated personCompany’s Certificate of Formation, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by one or more Restated Certificates of Formation and Certificates of Merger or Consolidation and, upon the Manager. Any action, including any debt contracted or liability incurred by or on behalf dissolution and completion of winding up of the Company, taken by an Officer designated by at any time when there are fewer than two Members, or as otherwise provided in the Manager pursuant to authority delegated to such Officer shall constitute the act Delaware Act, a Certificate of and serve to bind Cancellation canceling the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority ’s Certificate of any Officer as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or herFormation. (d) A Majority in Interest of the Members shall elect individuals to the Board of Managers, which shall consist of such number of Managers as the Members shall determine in writing from time to time. Initially, the Board of Managers shall consist of three Managers. Each Member shall have one vote for each Unit it holds. Mangers shall serve until they resign, die, become incapacitated or are removed. The removal of a Manager may be removed by from the Member for any reason Board of Managers (with or without cause) shall only be at the written request of Members holding a Majority in Interest. If A majority of the Managers shall constitute a Manager is removedquorum for the transaction of business. At any meeting of the Board of Managers, resignsall matters shall be determined by the consent of a majority of the Board of Managers. Notice shall be given at least twelve (12) hours prior to any meeting of the Board of Managers. Notice may be waived before or after a meeting or by attendance without protest at such meeting. Notice may be by hand, dies telephone, telecopy, overnight courier or becomes incapacitated, the Member U.S. mail and shall be deemed given when received. Managers may appoint participate in a new Managermeeting of the Board of Managers by means of telephone and such participation shall constitute presence in person at such meeting. Any action required or permitted to be taken by the Board of Managers at a meeting may be taken without a meeting with the unanimous consent of the Board of Managers. The Board of Managers may adopt such other procedures governing meetings and the conduct of business as well as meetings of Members and any procedures to be used in connection with voting by Members (which voting may be by written consent of Members owning the percentage of units necessary to take such action) as it shall deem appropriate.

Management of the Company. (a) The Company shall be manager-managed. The Members hereby delegate to the Managing Member will appoint one or more managers (the “Manager”), and the Manager shall manage the Company in accordance with this Agreement. The Manager is an agent of the Company, and the actions of the Manager taken in such capacity and in accordance with this Agreement shall bind the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx Xxxxx. (b) The Manager shall have exclusive and complete authority and discretion sole right to manage the operations and affairs business of the Company and to make have all decisions regarding powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. Except as otherwise provided herein, no Member shall have any authority to act for or bind the Company but shall have only the right to vote on or approve the actions herein specified to be voted on or approved by the Members. The Managing Member shall be the “manager” of the Company for the purposes of the Delaware Act. Any action taken by the Manager Managing Member shall constitute the act of of, and serve to bind bind, the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of the Manager Managing Member, as set forth in this Agreement. The Manager Managing Member may not be removed without the consent of the Managing Member. (b) The Managing Member shall have all rights appoint such officers of the Company, who may but need not be Members, to such terms and powers of a manager under to perform such functions as the Nevada LLC ActManaging Member shall determine in its sole discretion, and shall have the Managing Member may appoint, employ, or otherwise contract with such authority, rights, and powers in other persons or entities for the management transaction of the business of the Company to do any and all other acts and things necessary, proper, convenient, or advisable to effectuate the purposes performance of this Agreement. (c) The Manager may, from time to time, designate one or more officers with such titles as may be designated by the Manager to act in the name of the Company with such authority as may be delegated to such officers by the Manager (each such designated person, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Manager. Any action, including any debt contracted or liability incurred by services for or on behalf of the Company. The Managing Member may delegate to any such officer, person or entity such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate. In particular, the Managing Member may appoint an officer to execute any contract or other agreement or document on behalf of the Company; provided, that no officer may execute and file on behalf of the Company with the Secretary of State (i) any certificates of amendment to the Company’s Certificate of Formation, (ii) one or more restated certificates of formation and certificates of merger or consolidation or (iii) upon the dissolution and completion of winding up of the Company, a certificate of cancellation canceling the Company’s Certificate of Formation, without having obtained the consent of the Members representing a majority of the outstanding voting power of the Units. (c) Any action taken by an Officer officer designated by the Manager Managing Member pursuant to authority delegated to such Officer officer shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer officer as set forth in this Agreement and any instrument designating such Officer officer and the authority delegated to him or herher therein. (d) Except as otherwise provided in the resolution of the Managing Member electing any officer, each officer shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. Any officer may resign at any time upon written notice to the Managing Member. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Manager Managing Member may be removed by the Member for remove any reason officer with or without causecause at any time. If a Manager is removedAny such removal shall be without prejudice to the contractual rights of such officer, resignsif any, dies with the Company, but the election of any officer shall not of itself create contractual rights. Any vacancy occurring in any office of the Company by death, resignation, removal or becomes incapacitatedotherwise may be filled by the Managing Member. (e) In connection with the performance of its duties as the manager of the Company, the Managing Member may appoint acknowledges that it will owe to the Members the same fiduciary duties as it would owe to the stockholders of a new ManagerDelaware corporation if it were a member of the board of directors of such a corporation and the Members were stockholders of such corporation. The parties acknowledge that the Managing Member will take action through its board of directors, and that the members of the Managing Member’s board of directors will owe comparable fiduciary duties to the stockholders of the Managing Member. The Managing Member will use all commercially reasonable and appropriate efforts and means, as determined in good faith by the Managing Member, to minimize any conflicts of interest between the Members and the stockholders of the Managing Member and to effectuate any transaction that involves or affects any of the Company, the Managing Member, the Members and/or the stockholders of the Managing Member in a manner that does not (i) disadvantage the Members or their interests relative to the stockholders of the Managing Member, or (ii) advantage the stockholders of the Managing Member relative to the Members, or (iii) treats the Members and the stockholders of the Managing Member differently.

Management of the Company. (a) The property, business and affairs of the Company shall be manager-managed. The Member will appoint one or more managers (the “Manager”), managed and conducted by the Manager shall manage the Company in accordance with this Agreement. The Manager is an agent of the Company, which Manager shall have the power to do any and all acts necessary or convenient to or for the actions furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by a "manager" (within the meaning of Section 102(p) of the Act) under the laws of the State of Delaware. The Manager taken in such capacity of the Company may be appointed or removed by the Member at any time and in accordance from time to time, with this Agreement or without cause. Initially, Xxxx X. Xxxxxxxx shall bind be Manager of the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx Xxxxx. (b) The Manager shall have exclusive Company may only act and complete authority bind itself through the actions of the Manager, or through the actions of the agents and discretion to manage the operations and affairs employees of the Company (as described in paragraph (c) of this Section 8) if and to make all decisions regarding the business of the Company. Any action taken extent authorized by this Agreement or by the Manager shall constitute the act of and serve to bind the Company. Persons dealing in accordance with the Company are entitled to rely conclusively on the power and authority of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the Nevada LLC Act, and shall have such authority, rights, and powers in the management of the Company to do any and all other acts and things necessary, proper, convenient, or advisable to effectuate the purposes provisions of this Agreement. (c) The Manager maymay (i) authorize by written action any person to enter into and perform any agreement on behalf of the Company, from time to time(ii) appoint a President, designate one or more Vice Presidents, a Secretary, one or more Assistant Secretaries and other officers of the Company, with the duties and powers described in paragraphs (e) and (f) of this Section 8, and (iii) appoint individuals, with such titles as he may be select, as employees of the Company to act on behalf of the Company, with such power and authority as the Manager may delegate from time to time to any such person. Any such persons, officers and employees designated by the Manager to act in the name on behalf of the Company with such authority as may be delegated appointed or removed by the Manager at any time and from time to such officers time, with or without cause. (d) Any person or entity dealing with the Company, the Manager or any of the persons described in paragraph (c) above (collectively, the "Authorized Persons") may rely upon a certificate signed by the Manager (or the Secretary of the Company), as to the identity of the Member, the Manager, or an Authorized Person and as to the authority of the Manager or such Authorized Person to execute and deliver any instrument or document on behalf of the Company. (e) The Secretary and each Assistant Secretary, if any, of the Company shall (i) keep the records of all meetings and written actions of the Manager and the Member, (ii) be the custodian of all contracts, deeds, documents and other indicia of title to properties owned by the Company and of its other corporate records, (iii) perform all general duties and have all powers incident to the office of the secretary of a corporation organized under the laws of Delaware, and (iv) perform such designated person, an "Officer"). Any other duties and exercise such Officer shall act pursuant other powers as may from time to such delegated authority until such Officer is removed time be prescribed by the Manager. Any actionThe duties of the Secretary may be performed by one or more employees or agents of the Company, including any debt contracted or liability incurred to be appointed by or the Manager. (f) The President and each Vice President, if any, of the Company shall perform such duties and exercise such powers as may be assigned to each of them from time to time by the Manager and shall have the authority to act on behalf of the Company, taken by an Officer designated by subject to the Manager pursuant to authority delegated to such Officer shall constitute the act terms and conditions of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or herAgreement. (d) The Manager may be removed by the Member for any reason with or without cause. If a Manager is removed, resigns, dies or becomes incapacitated, the Member may appoint a new Manager.

Management of the Company. (a) The Company shall be manager-managed. The Member will appoint one or more managers have a Board of Managers (the “ManagerBoard of Managers”), which shall be the “manager” of the Company (within the meaning of the Act) and the Manager size and composition of which shall manage the Company be as set forth in accordance with this Agreement. The Manager is an agent of the Company, and the actions of the Manager taken in such capacity and in accordance with this Agreement shall bind the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx XxxxxSection 9. (b) The Manager shall have exclusive Subject to the delegation of powers provided for herein and complete authority the limitations set forth herein, the right and discretion power to manage and control the operations business and affairs of the Company shall be vested exclusively in the Board of Managers, and the Board of Managers shall have the exclusive right and power, in the name of and on behalf of the Company, to make perform all decisions regarding acts and do all things which, in its sole discretion, it deems necessary or desirable to conduct the business of the Company. Any action taken Except as otherwise required by law, no Member shall have any right or power, by reason of the Manager shall constitute the Member’s status as such, to act of and serve to for or bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of the Manager as set forth in this Agreement. The Manager , but shall have all rights and powers of a manager under only the Nevada LLC Actright to vote on, and shall have such authorityapprove or take the actions herein specified to be voted on, rights, and powers in the management of the Company to do any and all other acts and things necessary, proper, convenient, approved or advisable to effectuate the purposes of this Agreementtaken by it. (c) The Manager mayBoard of Managers shall consist of one or more individuals (each, a “Manager”), with the exact number of Managers to be determined from time to timetime by Opteum in its sole discretion. Initially, designate one or more officers with such titles as the Board of Managers shall consist of the following three Managers: Xxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxxx Xxxxxx. Each Manager shall be appointed by Opteum in its sole discretion and may be designated removed by Opteum at any time in its sole discretion. Each Manager shall hold office until such Manager’s death or resignation or removal by Opteum. Any Manager may resign at any time by giving written notice to the Manager Members. Such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to act make it effective. Vacancies on the Board of Managers resulting from death, resignation, removal or otherwise and newly created Managerships resulting from any increase in the name number of the Company with such authority as may Managers shall be delegated to such officers filled solely by the Manager (each such designated person, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Manager. Any action, including any debt contracted or liability incurred by or on behalf of the Company, action taken by an Officer designated by the Manager pursuant to authority delegated to such Officer shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or herOpteum. (d) The A majority of the total number of Managers then in office, whether present in person or represented by proxy, shall constitute a quorum for the transaction of business at a meeting of the Board of Managers, and the affirmative vote of a majority in voting power of the Managers present at any such meeting, whether present in person or represented by proxy, at which a quorum is present shall be necessary for the passage of any resolution or act of the Board of Managers. At each meeting of the Board of Managers at which a quorum is present, each other Manager present at such meeting, whether present in person or represented by proxy, shall be entitled to one vote on each matter to be voted on at such meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may be removed taken by the Member for any reason with or without cause. If a Manager is removed, resigns, dies or becomes incapacitated, unanimous written consent of the Member may appoint a new ManagerManagers then in office.

Management of the Company. (a) The Subject to the provisions of this Agreement, the business, property and affairs of the Company shall be manager-managedmanaged under the sole, absolute and exclusive direction of the Managing Member, which may from time to time delegate authority to officers or to others to act on behalf of the Company. The Member will appoint one or more managers (Without limiting the “Manager”), foregoing provisions of this Section 7.1(a) and subject to the Manager shall manage the Company in accordance with provisions of this Agreement. The Manager is an agent , the Managing Member shall have the sole power to manage or cause the management of the Company, including the power and authority to effectuate the actions sale, lease, transfer, exchange or other disposition of any, all or substantially all of the Manager taken assets of the Company (including, the exercise or grant of any conversion, option, privilege or subscription right or any other right available in such capacity and connection with any assets at any time held by the Company) or the merger, consolidation, reorganization or other combination of the Company with or into another entity. Subject to the provisions of this Agreement, in accordance with this Agreement all matters relating to or arising out of the conduct of the operation of the Company, the decision of the Managing Member shall bind be the decision of the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx Managing Member shall conduct all of its business activities through the Company and Xxxxxxx Xxxxxthe Subsidiaries. (b) The Manager shall have exclusive and complete authority and discretion to manage the operations and affairs Managing Member is an agent of the Company for the purpose of its business, and to make all decisions regarding the business any act of the Company. Any action Managing Member, or any officer or employee to whom the Managing Member has delegated such authority, taken by in its or his capacity as such, including the Manager execution in the name and on behalf of the Company of any contract, agreement or instrument or the making in the name and on behalf of the Company of any expenditures or the incurrence in the name and on behalf of the Company of any indebtedness shall constitute the act of and serve to bind the Company. Persons dealing with Company unless such act is in contravention of the Certificate of Formation or this Agreement or unless the Managing Member or such other Person otherwise lacks the authority to act for the Company are entitled to rely conclusively on in respect of such matter and the power and authority Person with whom the Managing Member or such other Person is dealing has knowledge of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the Nevada LLC Act, and shall fact that it or he does not have such authority, rights, and powers in the management of the Company to do any and all other acts and things necessary, proper, convenient, or advisable to effectuate the purposes of this Agreement. (c) The Manager mayNotwithstanding any provision to the contrary contained in this Agreement, from time to timeas long as BlackRock Member or Highfields Member holds any Class A Units, designate one or more officers the Company shall not (i) enter into any transaction with such titles as may be designated the Managing Member (other than the issuance of Units by the Manager Company to act in the name Managing Member as contemplated under Section 3.1(c) or Section 3.3 or as otherwise contemplated under this Agreement) or (ii) convert the legal form of the Company with into a corporation, in each case, without the consent of BlackRock Member and Highfields Member, as applicable, so long as such authority as may be delegated to such officers by the Manager (each such designated person, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Manager. Any action, including Sponsor Member holds any debt contracted or liability incurred by or on behalf of the Company, taken by an Officer designated by the Manager pursuant to authority delegated to such Officer shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or herClass A Units. (d) The Manager may be removed by the Member for any reason with or without cause. If a Manager is removed, resigns, dies or becomes incapacitated, the Member may appoint a new Manager.

Management of the Company. (a) The Company Subject to the delegation of rights and powers as provided for herein and in the Bylaws, the Board of Directors shall be manager-managed. The Member will appoint one or more managers (have the “Manager”), and the Manager shall sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. No Shareholder, by reason of its status as such, shall have any authority to act for or bind the Company or otherwise take part in accordance with this Agreement. The Manager is an agent the management of the Company, and but shall have only the right to vote on or approve the actions specified herein or in the Delaware Act (or hereafter specified by the Board of Directors) to be voted on or approved or determined by the Manager Shareholders. At any time that there is only one Shareholder, any and all action provided for herein or in the Bylaws to be taken in such capacity and in accordance with this Agreement or approved by the “Shareholders” shall bind be taken or approved by the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx Xxxxxsole Shareholder. (b) The Manager Company shall have exclusive such officers as are provided for in the Bylaws, and complete such officers shall be elected and removed in accordance with the Bylaws. The names and titles of the initial officers of the Company are identified on Schedule II. The Board of Directors may appoint, employ, or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board of Directors may delegate to any officer of the Company or to any such other person or entity such authority to act on behalf of the Company as the Board of Directors may from time to time deem appropriate in its sole discretion (which delegated authority may be set forth in the Bylaws, in resolutions adopted by the Board or otherwise as determined by the Board). The salaries or other compensation, if any, of the officers and discretion agents of the Company shall be fixed from time to manage time by the operations and affairs Board of Directors. (c) Except as otherwise provided by the Board of Directors or in the Bylaws, when the taking of any of the following described actions has been authorized by the Board of Directors, any Director or officer of the Company, or any other person specifically authorized by the Board of Directors, may execute any contract or other agreement or document on behalf of the Company and to make all decisions regarding the business of the Company. Any action taken by the Manager shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively may execute on the power and authority of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the Nevada LLC Act, and shall have such authority, rights, and powers in the management behalf of the Company and file with the Secretary of State of the State of Delaware any certificates or filings provided for in the Delaware Act. (d) The Board of Directors shall consist of five (5) Directors or such other number as the Board of Directors shall determine. The Board of Directors shall be composed of the individuals identified on Schedule III, as the same shall be amended by the Board from time to do any and all other acts and things necessary, proper, convenient, or advisable time to effectuate reflect changes in the purposes membership of the Board of Directors in accordance with terms of this Agreement. (ce) The Manager may, Vacancies on the Board of Directors from time to time, designate one or more officers with such titles as may whatever cause shall be designated filled by the Manager remaining Directors, or, if there be none, by the Shareholders. Directors shall serve for a term of one (1) year and thereafter until their respective successors are duly elected by the Shareholders or until their earlier death, retirement, incapacity or removal. Directors can be removed with or without cause by a vote of the Shareholders. Determinations to act be made by the Directors in connection with the name conduct of the business of the Company with such authority as may shall be delegated to such officers by made in the Manager (each such designated personmanner provided in the Bylaws, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Manager. Any action, including any debt contracted or liability incurred by or on behalf of the Company, taken by an Officer designated by the Manager pursuant to authority delegated to such Officer shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or herunless otherwise specifically provided herein. (d) The Manager may be removed by the Member for any reason with or without cause. If a Manager is removed, resigns, dies or becomes incapacitated, the Member may appoint a new Manager.

Management of the Company. (a) The Company Board shall be manager-managed. The Member will appoint one or more managers (have the “Manager”), and the Manager shall sole right to manage the business of the Company in accordance with this Agreement. The Manager is an agent and shall have all the powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company, and except as otherwise provided herein no Member shall have any authority to act for or bind the Company but shall have only the right to vote on or approve the actions of herein specified to be voted on or approved by the Manager taken in such capacity and in accordance with this Agreement shall bind the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx XxxxxMembers. (b) The Manager shall have exclusive and complete authority and discretion Board may appoint such officers, who may but need not be Members or Managers, to manage the operations and affairs of the Company such terms and to make all decisions regarding perform such functions as the Board shall determine in its sole discretion. The Board may appoint, employ or otherwise contract with such other persons or entities for the transaction of the business of the Company. Any action taken by Company or the Manager shall constitute the act performance of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively services for or on the power and authority of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the Nevada LLC Act, and shall have such authority, rights, and powers in the management behalf of the Company as it shall determine in its sole discretion. The Board may delegate to do any and all other acts and things necessarysuch officer, proper, convenient, person or advisable entity such authority to effectuate act on behalf of the purposes of this AgreementCompany as the Board may from time to time deem appropriate in its sole discretion. (c) The Manager may, from time to time, designate one or more officers with When the taking of such titles as may be designated action has been authorized by the Board, any Manager to act in of officer of the name Company or any other person specifically authorized by the Board, may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with such authority as may be delegated the Secretary of State of the State of Delaware any certificates of amendment to such officers by the Manager (each such designated personCompany’s Certificate, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by one or more restated certificates of formation and certificates of merger or consolidation and, upon the Manager. Any action, including any debt contracted or liability incurred by or on behalf dissolution and completion of winding up of the Company, taken by an Officer designated by the Manager pursuant to authority delegated to such Officer shall constitute the act a certificate of and serve to bind cancellation canceling the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority ’s certificate of any Officer as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or herformation. (d) A Majority in Interest of the Members shall elect individuals to the Board, which shall initially consist of three Managers or such other number as the Majority in Interest of the Members otherwise determine. The initial Managers shall be Xxxxx X. Husband, Xxxxxx Xxxxxxx and Xxxx Xxx. Each Manager may be removed shall have one vote on all matters considered by the Member for any reason Board. Each Manager shall serve until he or she resigns, dies, becomes incapacitated or is removed. The removal from the Board (with or without cause. If ) of a Manager is removedshall be only at the written request of Members holding a Majority in Interest and under no other circumstances. A majority of the Managers shall constitute a quorum for the transaction of business. At any meeting of the Board, resignsall matters shall be determined by the consent of a majority of the Board. Notice shall be given at least 12 hours prior to any meeting of the Board. Notice may be waived before or after a meeting or by attendance without protest at such meeting. Notice may be by hand, dies telephone, telecopy, overnight courier or becomes incapacitated, the Member U.S. mail and shall be deemed given when received. Managers may appoint participate in a new Managermeeting of the Board by means of telephone and such participation that constitute presence in person at such meeting. Any action required or permitted to be taken by the Board at a meeting may be taken without a meeting with the unanimous consent of the Board. The Board may adopt such other procedures governing meetings and the conduct of business as well as meetings of Members and any procedures to be used in connection with voting by Members (which voting may be by written consent of the percentage necessary to take such action) as it shall deem appropriate.

Management of the Company. (a) The Company Subject to the delegation of rights and powers provided for herein and in the Bylaws, the Board of Managers shall be manager-managed. The Member will appoint one or more managers (have the “Manager”), and the Manager shall sole right to manage the Company in accordance with this Agreement. The Manager is an agent business of the CompanyCompany and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the actions purposes and business of the Manager taken in such capacity and in accordance with this Agreement shall bind the Company. The initial managers are Xxxxxxxx XxxxxxxxxBoard of Managers shall initially consist of two Managers, Xxxxxxxx Xxxxx and Xxxxxxx Xxxxximmediately following the consummation of the Closing under the Asset Purchase Agreement, the Board of Managers shall consist of five managers. The Board of Managers shall be selected by a Majority in Interest of the Members. The Parent shall at all times be a member of the Board of Managers for so long as it owns any Units. A member of the Board of Managers that is not an individual may act through its duly authorized representative. (b) The Manager No Member, by reason of such Member's status as such, shall have exclusive and complete any authority and discretion to manage the operations and affairs of act for or bind the Company and to make all decisions regarding the business of the Company. Any action taken by the Manager shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of the Manager as set forth in this Agreement. The Manager but shall have all rights and powers of a manager under only the Nevada LLC Act, and shall have right to vote on or approve the actions herein specified to be voted on or approved by such authority, rights, and powers in the management of the Company to do any and all other acts and things necessary, proper, convenient, or advisable to effectuate the purposes of this AgreementMember. (c) The Manager may, from time to time, designate one or more officers with such titles as may be designated by the Manager to act in the name of the Company shall be, and shall be elected, removed and perform such functions, as are provided in the Bylaws. The Board of Managers may appoint, employ, or otherwise contract with such authority as may be delegated to such officers by other Persons for the Manager (each such designated person, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by transaction of the Manager. Any action, including any debt contracted business of the Company or liability incurred by the performance of services for or on behalf of the Company, taken by an Officer designated by the Manager pursuant Company as it shall determine in its sole discretion. The Board of Managers may delegate to authority delegated to such Officer shall constitute the act any officer of and serve to bind the Company. Persons dealing with the Company are entitled or to rely conclusively any such other Person such authority to act on behalf of the power and authority Company as the Board of any Officer as set forth Managers may from time to time deem appropriate in this Agreement and any instrument designating such Officer and the authority delegated to him or herits sole discretion. (d) The Except as otherwise provided by the Board of Managers or in the Bylaws, when the taking of such action has been authorized by the Board of Managers, any Manager or officer of the Company or any other Person specifically authorized by the Board of Managers may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with the Secretary of State of the State of Delaware any certificates of amendment to the Company's certificate of formation, one or more restated certificates of formation and certificates of merger or consolidation and, upon the dissolution and completion of winding up of the Company, at any time when there are fewer than two Members, or as otherwise provided in the Delaware Act, a certificate of cancellation canceling the Company's certificate of formation. (e) If a vacancy on the Board of Managers is not filled within 60 days after such vacancy occurs by a Majority in Interest of the Members, such vacancy may thereafter be filled by a majority of the Managers then in office, or, if there be none, by a vote of a Majority in Interest of the Members. Managers shall serve until they resign, die, become incapacitated or are removed. Any Manager, except the Parent, can be removed by the Member for any reason with or without causecause by the vote of a Majority in Interest of the Members. If a Manager is removedDeterminations to be made by the Managers in connection with the conduct of the business of the Company shall be made in the manner provided in the Bylaws, resigns, dies or becomes incapacitated, the Member may appoint a new Managerunless otherwise specifically provided herein.

Management of the Company. (a) The Company shall be manager-managed1. The Sole Member will appoint one or more managers (shall have the “Manager”), full and the Manager shall exclusive right to manage the Company in accordance with this Agreement. The Manager is an agent business and affairs of the Company, and the actions of the Manager taken in such capacity and in accordance with this Agreement shall bind the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx Xxxxx. (b) The Manager shall have exclusive all powers and complete authority rights necessary, appropriate, desirable or advisable to effectuate and discretion to manage carry out the operations purposes and affairs of the Company and to make all decisions regarding the business of the Company. Any action taken by The Sole Member may appoint, employ, or otherwise contract with any persons or entities for the Manager shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority transaction of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the Nevada LLC Act, and shall have such authority, rights, and powers in the management business of the Company to do any and all other acts and things necessary, proper, convenient, or advisable to effectuate the purposes performance of this Agreement. (c) The Manager may, from time to time, designate one or more officers with such titles as may be designated by the Manager to act in the name of the Company with such authority as may be delegated to such officers by the Manager (each such designated person, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Manager. Any action, including any debt contracted or liability incurred by services for or on behalf of the Company, taken by and the Sole Member may delegate to any such person or entity such authority to act on behalf of the Company as the Sole Member may from time to time deem appropriate. In furtherance thereof, the Sole Member, on behalf of the Company, may enter into an Officer designated agreement with any such individual or entity for the purpose of effecting or evidencing any such delegation. Each such agreement shall be binding upon the Company in accordance with its terms. No person dealing with any employee or agent authorized by the Manager pursuant Sole Member shall be required to determine the authority delegated of such employee or agent to act on behalf of the Company, or to determine any facts or circumstances bearing on the existence of such Officer shall constitute authority, or to see to the act application by such employee or agent of and serve any money or other property paid or delivered to bind him as a recipient for the Company. Persons dealing with Without limitation, the Sole Member hereby appoints, as the initial officers (the “Initial Officers”) of the Company, the persons listed below to the offices listed opposite their respective names: Xxxx X. Xxxxxxx Chief Executive Officer Xxxxxx X. Xxxxxxxxx President Xxx Xxxxxxx Chief Financial Officer Xxxx X. Xxxxxx Executive Vice President, General Counsel, and Secretary Xxxxx X. Xxxxxxxxx Executive Vice President, Finance, Strategy and Development Xxxxx X. Xxxxxx Vice President and Assistant Secretary Xxxxxxxx X. Xxxxxx Executive Vice President, Principal Accounting Officer and Controller Xxx Xxxxxxxx Assistant Secretary The Sole Member hereby delegates to the foregoing officers, or any successors to the offices of President, Vice-President or Chief Financial Officer of the Company (such parties are entitled to rely conclusively on collectively the “Senior Officers”), or any of their respective designees, full power and authority as to the care, custody, operation, maintenance and control of the Company and all related facilities and assets of the Company or any Officer as set forth in this Agreement real property or assets acquired by the Company. The Senior Officers and any instrument designating such Officer of their respective designees shall have authority to execute all documents and instruments relating to the authority delegated to him Company and/or the registration, operation, maintenance or herfinancing thereof. Each officer of the Company (including the Initial Officers) shall serve until his successor is appointed, or his earlier death, disability, resignation or removal. (d) 2. The Manager may be removed by the Member for any reason with or without cause. If a Manager is removed, resigns, dies or becomes incapacitated, the Sole Member may appoint execute and file on behalf of the Company with the Secretary of State of the State of Delaware any certificates of amendment to the Company’s certificate of formation, one or more restated certificates of formation and certificates of merger or consolidation and, upon the dissolution and completion of the winding up of the Company, a new Managercertificate of cancellation canceling the Company’s certificate of formation.

Management of the Company. (a) The Company Board of Managers shall be manager-managed. The Member will appoint one or more managers (have the “Manager”), and the Manager shall sole right to manage the business of the Company in accordance with this Agreement. The Manager is an agent and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company, and, except with respect to the execution and filing of the Company’s Articles of Organization, no Member shall have any authority to act for or bind the Company but shall have only the right to vote on or approve the actions of herein specified to be voted on or approved by the Manager taken in such capacity and in accordance with this Agreement shall bind the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx XxxxxMembers. (b) The Manager shall have exclusive and complete authority and discretion Board of Managers may appoint such officers, who may but need not be Members or Managers, with such titles, to manage the operations and affairs of the Company such terms, and to make all decisions regarding perform such functions as the Board of Managers shall determine in its sole discretion. The Board of Managers may appoint, employ or otherwise contract with such other persons or entities for the transaction of the business of the Company. Any action taken by Company or the Manager shall constitute the act performance of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively services for or on the power and authority of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the Nevada LLC Act, and shall have such authority, rights, and powers in the management behalf of the Company as it shall determine in its sole discretion. The Board of Managers may delegate to do any and all other acts and things necessarysuch officer, proper, convenient, person or advisable entity such authority to effectuate act on behalf of the purposes Company as the Board of this AgreementManagers may from time to time deem appropriate in its sole discretion. (c) The Manager may, from time to time, designate one or more officers with When the taking of such titles as may be designated action has been authorized by the Board of Managers, any Manager to act in or officer of the name Company or any other person specifically authorized by the Board of Managers, may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with such authority as may be delegated the Secretary of State of the State of Colorado any certificates or amendment to such officers by the Manager (each such designated personCompany’s Articles of Organization, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by one or more Restated Articles of Organization and Articles of Merger or Consolidation and, upon the Manager. Any action, including any debt contracted or liability incurred by or on behalf dissolution and completion of winding up of the Company, taken by an Officer designated by at any time when there are fewer than two Members, or as otherwise provided in the Manager pursuant to authority delegated to such Officer shall constitute the act Colorado Act, Articles of and serve to bind Dissolution canceling the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority ’s Articles of any Officer as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or herOrganization. (d) A Majority in Interest of the Members shall elect individuals to the Board of Managers, which shall consist of such number of Managers as the Members shall determine in writing from time to time. Initially, the Board of Managers shall consist of two Managers. Each Member shall have one vote for each Unit it holds. Mangers shall serve until they resign, die, become incapacitated or are removed. The removal of a Manager may be removed by from the Member for any reason Board of Managers (with or without cause) shall only be at the written request of Members holding a Majority in Interest. If A majority of the Managers (or the sole Manager, if there is only one Manager) shall constitute a Manager quorum for the transaction of business. At any meeting of the Board of Managers at which a quorum is removedpresent, resignsall matters shall be determined by the consent of a majority of the Managers. Notice shall be given at least twelve (12) hours prior to any meeting of the Board of Managers. Notice may be waived before or after a meeting or by attendance without protest at such meeting. Notice may be by hand, dies telephone, telecopy, overnight courier or becomes incapacitated, the Member U.S. mail and shall be deemed given when received. Managers may appoint participate in a new Managermeeting of the Board of Managers by means of telephone and such participation shall constitute presence in person at such meeting. Any action required or permitted to be taken by the Board of Managers at a meeting may be taken without a meeting with the unanimous consent of the Board of Managers. The Board of Managers may adopt such other procedures governing meetings and the conduct of business as well as meetings of Members and any procedures to be used in connection with voting by Members (which voting may be by written consent of Members owning the percentage of units necessary to take such action) as it shall deem appropriate.

Management of the Company. (ai) The Company WORLDPAC, INC. shall be manager-managed. The Member will appoint one or more managers the manager of the Company (the “Manager”)) and, and the Manager in such capacity, shall manage the Company in accordance with this Agreement. The Manager is an agent of the Company’s business, and the actions of the Manager taken in such capacity and in accordance with this Agreement shall bind the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx Xxxxx. (bii) The Except to the extent otherwise provided in this Agreement, the Manager shall have full, exclusive and complete authority and discretion to manage and control the operations business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to make take all decisions regarding such actions as it deems necessary or appropriate to accomplish the business purpose of the Company as set forth herein and shall have all powers and authority necessary or desirable in connection with the foregoing including, without limitation, .the power and authority to execute all documents or instruments, perform all duties and powers and do all things for and on behalf of the Company in all matters necessary, desirable, convenient or incidental to the purpose of the Company. Any action taken by The Manager may delegate to other persons or entities so much of the Manager’s responsibilities hereunder that the Manager shall constitute determines to be necessary, appropriate or convenient for the act efficient administration and management of and serve to bind the Company’s business and affairs. Persons dealing with the Company are entitled to rely conclusively on The Manager, however, must retain the power to direct and authority control any person or entity to whom the Manager delegates any of the Manager as set forth in this AgreementManager’s responsibilities. The Manager shall have all rights and powers be a “manager” (within the meaning of a manager under the Nevada Delaware LLC Act) of the Company. (iii) The Manager may be removed with or without cause by the Member. The Manager shall serve until removed and the Manager’s successor is designated by the Member or until the Manager’s earlier death, retirement or incapacity. Upon the death, retirement or incapacity of the Manager, a successor shall be designated by the Member. (iv) The Manager may delegate to any officer of the Company, if any, or to any such other person or entity such authority to act on behalf of the Company as the Manager may from time to time deem appropriate in his or her sole discretion. The salaries or other compensation, if any, of the officers and agents, if any, of the Company shall be fixed from time to time by the Manager. Except as otherwise provided by the Manager, when the taking of such action has been authorized by the Manager, the Manager or any officer, if any, of the Company, or any other person specifically authorized by the Manager, may execute any contract or other agreement or document on behalf of the Company. (v) The Company may have one or more of the following officers as determined by the Manager from time to time: President, Secretary, Treasurer, and such other officers as the Manager may appoint, from time to time. Any officers may be appointed and removed at the will of the Manager. The initial officers and directors of Company are attached hereto on Schedule 2. If any officers are appointed by the Manager, they shall perform such functions as are specified by the Manager provided that if a President, Secretary and/or Treasurer is appointed, each shall perform such functions as are herein provided unless otherwise specified by the Manager: (a) The President shall be the chief executive officer of the Company and shall, subject to the supervision, direction and control of the Manager, have the general powers and duties of supervision, direction, management and control of the day-to-day business and affairs of the Company and of the other officers of the Company, including, without limitation, all powers necessary to direct and control the organizational and reporting relationships within the Company, and shall have such authorityother powers and perform such other duties as may be prescribed by the Manager. (b) The Secretary shall keep or cause to be kept at the principal place of business of the Company, rightsor such other place as the Manager may direct, a book of minutes of all formal actions of the Manager and the Member. The Secretary shall keep or cause to be kept at the principal place of business of the Company, a register or a duplicate register showing the name and address of the Member, the number and date of certificates issued in respect of the Member’s interest in the Company, if any, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall have such other powers in and perform such other duties as may be prescribed by the management of Manager or the Company to do any and all other acts and things necessary, proper, convenient, or advisable to effectuate the purposes of this AgreementPresident. (c) The Manager may, from time Treasurer shall keep and maintain or cause to time, designate one or more officers be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Company. The books of account shall at all times be open to inspection by the Member. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Company with such titles depositaries as may be designated by the Manager. The Treasurer shall disburse the funds of the Company as may be ordered by the Manager, shall render to the President and the Manager, whenever the Manager requests it, an account of all of his or her transactions as chief financial officer and of the financial condition of the Company and shall have other powers and perform such other duties as may be prescribed by the Manager or the President. (vi) The Manager may appoint, employ, or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in his or her sole discretion. (vii) Except as provided in Section 6.1(v) or as otherwise expressly delegated by the Manager, no person or entity other than the Manager shall be an agent of the Company or have any right, power or authority to act transact any business in the name of the Company with such authority as may be delegated or to such officers by the Manager (each such designated person, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Manager. Any action, including any debt contracted or liability incurred by for or on behalf of the Company, taken by an Officer designated by the Manager pursuant to authority delegated to such Officer shall constitute the act of and serve or to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the . (viii) The expression of any power and or authority of the Manager in this Agreement shall not in any Officer as way limit or exclude any other power or authority of the Manager that is not specifically or expressly set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or herAgreement. (d) The Manager may be removed by the Member for any reason with or without cause. If a Manager is removed, resigns, dies or becomes incapacitated, the Member may appoint a new Manager.

Management of the Company. (a) The Company BLACK MARLIN LTD shall be manager-managed. The Member will appoint one or more managers the manager of the Company (the “Manager”)) and, and the Manager in such capacity, shall manage the Company in accordance with this Agreement. The Manager is an agent of the Company’s business, and the actions of the Manager taken in such capacity and in accordance with this Agreement shall bind the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx Xxxxx. (b) The Manager shall have full, exclusive and complete authority and discretion to manage and control the operations business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to make take all decisions regarding such actions as it deems necessary or appropriate to accomplish the business purpose of the CompanyCompany as set forth herein. Any action taken by the The Manager shall constitute be the act of and serve sole person or entity with the power to bind the Company. Persons dealing with , except and to the Company are entitled extent that such power is expressly delegated to rely conclusively on any other person or entity by the power Manager, and authority of such delegation shall not cause the Manager as set forth in this Agreementto cease to be the Manager or a Member (if applicable). The Manager shall have all rights and powers of be a manager under “manager” (within the Nevada LLC Act, and shall have such authority, rights, and powers in the management meaning of the Company to do any and all other acts and things necessary, proper, convenient, or advisable to effectuate Delaware Act) of the purposes of this AgreementCompany. (c) The Manager maymay be removed with or without cause by the Voting Members. The Manager shall serve until removed and the Manager’s successor is designated by the Voting Members or until the Manager’s earlier death, retirement or incapacity. Upon the death, retirement or incapacity of the Manager, a successor shall be designated by the Voting Members. (d) The Company shall have the following officers: President, Secretary, Treasurer, Senior Vice President and such other officers as the Manager may appoint, from time to timetime (the “Officers”), designate one and all such Officers shall be appointed and removed at the will of the Manager and shall perform such functions as are herein provided or more officers as specified by the Manager: (i) The President shall be the chief executive officer of the Company and shall, subject to the control of the Manager, have general supervision, direction and control of the business and the Officers of the Company. The President shall have the general powers and duties of management usually vested in the office of President of a Delaware corporation and shall have such other powers and duties as may be prescribed by the Manager. (ii) The Secretary shall keep or cause to be kept at the principal place of business of the Company, or such other place as the Manager may direct, a book of minutes of all formal actions of the Manager and the Members. The Secretary shall keep or cause to be kept at the principal place of business of the Company, a register or a duplicate register showing the name and address of the Members, the number and date of certificates issued in respect of the Members’ interest in the Company, if any, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall have such other powers and perform such other duties as may be prescribed by the Manager or the President. (iii) The Treasurer shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Company. The books of account shall at all times be open to inspection by the Members. The Treasurer shall deposit all monies and other valuables in the name of, and to the credit of, the Company with such titles depositaries as may be designated by the Manager to act in Manager. The Treasurer shall disburse the name funds of the Company with such authority as may be delegated ordered by the Manager, shall render to the President and the Manager, whenever the Manager requests it, an account of all of his or her transactions as chief financial officer and of the financial condition of the Company and shall have other powers and perform such officers other duties as may be prescribed by the Manager or the President. (each iv) The Senior Vice President shall assist the President and other Officers in carrying out the Company’s strategic direction and shall have such designated personother powers and duties as may be prescribed by the Manager or the President. (e) The Manager may appoint, an "Officer")employ, or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for, or on behalf of, the Company as it shall determine in his or her sole discretion. Any The Manager may delegate to any officer of the Company, or to any such Officer other person or entity, such authority to act on behalf of the Company as the Manager may from time to time deem appropriate in his or her sole discretion. The salaries or other compensation, if any, of the Officers and agents of the Company shall act pursuant be fixed from time to such delegated authority until such Officer is removed time by the Manager. Any actionExcept as otherwise provided by the Manager, including when the taking of such action has been authorized by the Manager, the Manager or any debt contracted officer of the Company, or liability incurred any other person specifically authorized by the Manager, may execute any contract or other agreement or document on behalf of the Company, taken by an Officer designated by the Manager pursuant to authority delegated to such Officer shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or her. (d) The Manager may be removed by the Member for any reason with or without cause. If a Manager is removed, resigns, dies or becomes incapacitated, the Member may appoint a new Manager.

Management of the Company. (a) The Except to the extent otherwise expressly provided in this Agreement or required by the Act or other applicable law, the management, operation and control of the Company and its affairs shall be manager-managed. The Member will appoint one or more managers vested in a Board of Directors composed of the persons described in Section 9(c) (the “ManagerBoard of Directors”), and the Manager shall manage the Company in accordance with this Agreement. The Manager is an agent All powers of the Company, for which approval of the Member to the exercise thereof is not expressly required by this Agreement, the Act or other applicable Law, shall be exercised under the authority of, and the actions business and affairs of the Manager taken Company (including those related to the Company’s assets) shall be managed by, or under the direction and control of, the Board of Directors in such capacity a manner consistent with the terms, provisions and in accordance with conditions of this Agreement and the Act. The acts of the Board of Directors in carrying on the affairs and activities of the Company (and the management, operation and control thereof and of the Company’s assets) as authorized herein shall bind the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx XxxxxEach member of the Board of Directors shall be a “manager” of the Company within the meaning of the Act. (b) The Manager Members of the Board of Directors shall have exclusive the responsibilities and complete authority and discretion with respect to manage the operations management of the business and affairs of the Company and analogous to make all decisions regarding the business of the Company. Any action taken by the Manager shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power responsibilities and authority of the Manager as set forth in this Agreement. The Manager shall have all rights and powers members of the board of directors of a manager under Delaware corporation. As is the Nevada LLC Actcase with a Delaware corporation, the Company may employ officers and shall have such agents to manage the day-to-day operations of the Company, subject to the direction and supervision of the Board of Directors. Without limiting the generality of the foregoing, the Board of Directors has the right, power and authority, rightswithout the approval of the Member, and powers in the management of to cause the Company to do (i) authorize by written action any person to enter into and all other acts and things necessaryperform any agreement on behalf of the Company, proper, convenient, or advisable to effectuate the purposes of this Agreement. (cii) The Manager may, from time to time, designate appoint one or more officers with such titles and duties and powers as the Board of Directors may be designated by determine and (iii) appoint individuals, with such titles as the Manager to act in the name Board of Directors may select, as employees or officers of the Company with such authority as may be delegated to such officers by the Manager (each such designated person, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Manager. Any action, including any debt contracted or liability incurred by or on behalf of the Company, taken by an Officer with such power and authority as the Board of Directors may delegate from time to time to any such person. Any such persons, officers and employees designated by the Manager pursuant Board of Directors to authority delegated to such Officer shall constitute the act on behalf of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or her. (d) The Manager may be appointed or removed by the Member for Board of Directors at any reason time and from time to time, with or without cause. (c) The exact number of directors shall initially be one and may thereafter be fixed from time to time by the Board of Directors or by the Member. If a Manager is removedDirectors shall be elected at the annual meeting of the Member, resignsand each director shall be elected to serve until his or her successor shall be elected and shall qualify. The initial member(s) of the Board of Directors shall be as follows and shall serve until the earlier of his or her death, dies resignation or becomes incapacitated, removal by the Member may appoint a new Manager.of the Company, with or without cause:

Management of the Company. (a) The Company shall be manager-managed. The Member will appoint one or more managers have a Board of Managers (the “ManagerBoard of Managers”), which shall be the “manager” of the Company (within the meaning of the Act) and the Manager size and composition of which shall manage the Company be as set forth in accordance with this Agreement. The Manager is an agent of the Company, and the actions of the Manager taken in such capacity and in accordance with this Agreement shall bind the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx XxxxxSection 8. (b) The Manager shall have exclusive Subject to the delegation of powers provided for herein and complete authority the limitations set forth herein, the right and discretion power to manage and control the operations business and affairs of the Company shall be vested exclusively in the Board of Managers, and the Board of Managers shall have the exclusive right and power, in the name of and on behalf of the Company, to make perform all decisions regarding acts and do all things which, in its sole discretion, it deems necessary or desirable to conduct the business of the Company. Any action taken Except as otherwise required by law, the Manager Member shall constitute not have any right or power, by reason of the Member’s status as such, to act of and serve to for or bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of the Manager as set forth in this Agreement. The Manager , but shall have all rights and powers of a manager under only the Nevada LLC Actright to vote on, and shall have such authorityapprove or take the actions herein specified to be voted on, rights, and powers in the management of the Company to do any and all other acts and things necessary, proper, convenient, approved or advisable to effectuate the purposes of this Agreementtaken by it. (c) The Manager mayBoard of Managers shall consist of one or more individuals (each, a “Manager”), with the exact number of Managers to be determined from time to time, designate one or more officers with such titles as may be designated time by the Member in its sole discretion. Initially, the Board of Managers shall consist of one Manager to act in the name of the Company with such authority as may who shall be delegated to such officers G. Xxxxxx Xxxx, IV . Each Manager shall be appointed by the Manager (each such designated person, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Manager. Any action, including any debt contracted or liability incurred by or on behalf of the Company, taken by an Officer designated by the Manager pursuant to authority delegated to such Officer shall constitute the act of Member in its sole discretion and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or her. (d) The Manager may be removed by the Member for at any reason with time in its sole discretion. Each Manager shall hold office until such Manager’s death or without causeresignation or removal by the Member. If a Any Manager is removedmay resign at any time by giving written notice to the Member. Such resignation shall take effect at the time specified therein or, resignsif the time be not specified, dies or becomes incapacitatedupon receipt thereof; and unless otherwise specified therein, the Member acceptance of such resignation shall not be necessary to make it effective. Vacancies on the Board of Managers resulting from death, resignation, removal or otherwise and newly created managerships resulting from any increase in the number of Managers shall be filled solely by action taken by the Member. (d) A majority of the total number of Managers then in office, whether present in person or represented by proxy, shall constitute a quorum for the transaction of business at a meeting of the Board of Managers, and the affirmative vote of a majority in voting power of the Managers present at any such meeting, whether present in person or represented by proxy, at which a quorum is present shall be necessary for the passage of any resolution or act of the Board of Managers. At each meeting of the Board of Managers at which a quorum is present, each other Manager present at such meeting, whether present in person or represented by proxy, shall be entitled to one vote on each matter to be voted on at such meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may appoint a new Managerbe taken by the unanimous written consent of the Managers then in office.

Management of the Company. (a) The Company shall be manager-managed. The Member will appoint one or more managers (the “Manager”), and the Manager shall manage the Company in accordance with this Agreement. The Manager is an agent of the Company, and the actions of the Manager taken in such capacity and in accordance with this Agreement shall bind the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx Xxxxx. (b) The Manager shall have exclusive and complete authority and discretion to manage the operations and affairs of the Company and to make all decisions regarding the business of the Company. Any action taken by the Manager shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the Nevada LLC Act, and shall have such authority, rights, and powers in the management of the Company to do any and all other acts and things necessary, proper, convenient, or advisable to effectuate the purposes of this Agreement. (c) The Manager may, from time to time, designate one or more officers with such titles as may be designated by the Manager to act in the name of the Company with such authority as may be delegated to such officers by the Manager (each such designated person, an "“Officer"”). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Manager. Any action, including any debt contracted or liability incurred by or on behalf of the Company, taken by an Officer designated by the Manager pursuant to authority delegated to such Officer shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or her. (d) The Manager may be removed by the Member for any reason with or without cause. If a Manager is removed, resigns, dies or becomes incapacitated, the Member may appoint a new Manager.

Management of the Company. (a) The Subject to the delegation of rights and powers as provided for herein and except as otherwise herein provided, management of the Company shall be manager-managed. The Member will appoint one or more managers (is vested in the “Manager”), Board of Directors and the Manager Board of Directors shall have the sole right and authority to manage and conduct the business and affairs of the Company in accordance with this Agreement. The Manager is an agent and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes, powers, business and other activities of the Company, and the actions of the Manager taken in such capacity and in accordance with this Agreement shall bind the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx Xxxxx. (b) The Manager shall have exclusive and complete authority and discretion to manage Board of Directors may appoint, employ or otherwise contract with any persons or entities for the operations and affairs transaction of the Company and to make all decisions regarding the business of the Company. Any action taken by Company or the Manager shall constitute the act performance of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the Nevada LLC Act, and shall have such authority, rights, and powers in the management of the Company to do any and all other acts and things necessary, proper, convenient, or advisable to effectuate the purposes of this Agreement. (c) The Manager may, from time to time, designate one or more officers with such titles as may be designated by the Manager to act in the name of the Company with such authority as may be delegated to such officers by the Manager (each such designated person, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Manager. Any action, including any debt contracted or liability incurred by services for or on behalf of the Company, taken and the Board of Directors may delegate to any such person (who may be designated an officer of the Company) or entity such authority to act on behalf of the Company as the Board of Directors may from time to time deem appropriate. No Member, by an Officer designated reason of its status as such, shall have any authority to act for or bind the Company or otherwise take part in the management of the business or affairs of the Company; provided that the Members shall have the right to vote on or approve the actions specified herein or in the Delaware Act (or hereafter specified by the Manager pursuant Board of Directors) to authority delegated be voted on or consented to such Officer by the Members. At any time that there is only one Member, any and all action provided for herein to be taken or approved by the “Members” shall constitute be taken or approved by the act sole Member. (c) The Board of Directors may authorize any Director(s), Member(s), officer(s), agent(s) or employee(s) to enter into any contract, to execute any instrument or certificate (including any certificate to be filed on behalf of the Company with the Secretary of State of the State of Delaware under the Delaware Act) or to take any other action in the name of and serve on behalf of the Company, and this authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no Director, Member, officer, agent or employee shall have any power or authority to bind the CompanyCompany by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. Persons dealing with The Board of Directors hereby authorizes the Company are entitled to rely conclusively become a beneficiary and to undertake all of the rights and obligations of a beneficiary under the Trust Agreement of Dryrock Issuance Trust (the “Trust”) to be entered into by and between the Company, as beneficiary, and Wilmington Trust, National Association, as owner trustee (the “Trust Agreement”), and the Company is hereby authorized to execute, deliver and perform, and any Director or officer of the Company, acting on behalf of the power Company, may execute and authority of any Officer as set forth in this deliver, and cause the Company to perform its obligations under the Trust Agreement and all documents, agreements, instruments, certificates, assignments, reassignments, amendments, supplements or financing statements contemplated thereby or related thereto, all without any instrument designating such Officer and further act, vote or approval of the authority delegated to him Member or herany Director or other person or entity. (d) The Manager number of Directors of the Company shall be as set forth on Schedule II or such other number as the Board of Directors shall determine from time to time. The initial Director or Directors are identified on Schedule II. Directors shall serve until their respective successors are duly elected by the Members or until their earlier death, retirement, incapacity or removal. Directors may be removed by the Member for any reason with or without causecause by a vote of a Majority in Interest of the Members. Vacancies in the number of Directors from whatever cause shall be filled by a vote of a Majority in Interest of the Members. The Board of Directors shall amend Schedule II from time to time to reflect changes in the number or identity of Directors made in accordance with the provisions of this Section 8(d). (e) Except as to actions herein specified to be taken by all of the Directors or by the Directors acting unanimously, the duties and powers of the Directors may be exercised by a majority in number of all Directors (or by any Director acting pursuant to authority delegated by a majority in number of the Directors). Notwithstanding any other provision of this Agreement, at any time that there is only one Director, (i) any and all actions provided for herein to be taken or approved by the “Directors” or the “Board of Directors” shall be taken or approved by the sole Director and (ii) the taking of any lawful action by the Director on behalf of the Company, including the execution and/or delivery of any instrument, certificate, filing or document by the Director on behalf of the Company, or the adoption by the Director of authorizing resolutions with respect to any matter, shall constitute and evidence the due authorization of such action or matter on behalf of the Company. (f) Regular meetings of the Board of Directors shall be held in accordance with a schedule of meetings to be adopted by resolution of the Board of Directors and no notice of any such regular meeting shall be required. Special meetings of the Board of Directors may be called by any Director upon not less than two (2) business days prior written notice to all Directors stating the purpose or purposes thereof; provided that any Director may waive such notice prior to, at or after the meeting. The presence in person of a majority in number of all Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, except that the presence of all Directors shall be required as to actions herein specified to be taken all of the Directors or by the Board of Directors acting unanimously. Any meeting of Board of Directors may be held by conference telephone or similar communication equipment so long as all Directors participating in the meeting can hear one another, and all Directors participating by telephone or similar communication equipment shall be deemed to be present in person at the meeting. In lieu of a meeting, any action to be taken by the Board of Directors may be taken by a consent in writing setting forth the action so taken executed by such number of Directors as would be required to take such action in accordance with the terms of this Agreement or the Delaware Act. Any such written consent may be executed and delivered by telecopy or similar electronic means and may be signed in multiple counterparts. If a Manager any action is removedtaken by the Board of Directors by the written consent of less than all of the Directors, resignsprompt notice of the taking of such action shall be furnished to each Director who did not execute such written consent (provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice). (g) A Director shall be fully protected in relying in good faith upon the records of the Company and upon such information, dies opinions, reports or becomes incapacitatedstatements presented to the Company by any of its other Directors or its Members, officers, employees or committees, or by any other person as to matters the Director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company (including, without limitation, information, opinions, reports or statements as to the value and the amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid). In addition, the Member Directors may appoint a new Managerconsult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisors selected by them, and any opinion of any such person as to matters which the Directors reasonably believe to be within such person’s professional or expert competence shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by the Directors hereunder in good faith and in accordance with such opinion.

Management of the Company. (a) The Company Board of Managers shall be manager-managed. The Member will appoint one or more managers (have the “Manager”), and the Manager shall sole right to manage the business of the Company in accordance with this Agreement. The Manager is an agent and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company, and, except with respect to the execution and filing of the Company’s Certificate of Formation, no Member shall have any authority to act for or bind the Company but shall have only the right to vote on or approve the actions of herein specified to be voted on or approved by the Manager taken in such capacity and in accordance with this Agreement shall bind the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx XxxxxMembers. (b) The Manager shall have exclusive and complete authority and discretion to manage the operations and affairs Board of Managers may appoint officers of the Company Company, who may but need not be Members or Managers, to serve for such terms and to make all decisions regarding perform such functions as the Board of Managers shall determine in its sole discretion. Any officer may be removed, with or without cause, by the Board of Managers. The Board of Managers may appoint, employ or otherwise contract with such other persons or entities for the transaction of the business of the Company. Any action taken by Company or the Manager shall constitute the act performance of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively services for or on the power and authority of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the Nevada LLC Act, and shall have such authority, rights, and powers in the management behalf of the Company as it shall determine in its sole discretion. The Board of Managers may delegate to do any and all other acts and things necessarysuch officer, proper, convenient, person or advisable entity such authority to effectuate act on behalf of the purposes Company as the Board of this AgreementManagers may from time to time deem appropriate in its sole discretion. (c) The Manager may, from time to time, designate one or more officers with When the taking of such titles as may be designated action has been authorized by the Board of Managers, any Manager to act in or officer of the name Company or any other person specifically authorized by the Board of Managers, may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with such authority as may be delegated the Secretary of State of the State of Delaware any certificates or amendment to such officers by the Manager (each such designated personCompany’s Certificate of Formation, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by one or more Restated Certificates of Formation and Certificates of Merger or Consolidation and, upon the Manager. Any action, including any debt contracted or liability incurred by or on behalf dissolution and completion of winding up of the Company, taken by an Officer designated by as provided in the Manager pursuant to authority delegated to such Officer shall constitute the act Delaware Act, a Certificate of and serve to bind Cancellation canceling the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority ’s Certificate of any Officer as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or herFormation. (d) A Majority in Interest of the Members shall elect individuals to the Board of Managers, which initially shall consist of two Managers and, thereafter, such number of Managers as the Members designate in writing. Each Member shall have one vote for each Unit it holds. Mangers shall serve until they resign, die, become incapacitated or are removed. The Manager may be removed by removal from the Member for any reason Board of Managers (with or without cause. If ) of a Manager is removedshall only be at the written request of Members holding a Majority in Interest. A majority of the Managers shall constitute a quorum for the transaction of business. At any meeting of the Board of Managers, resignsall matters shall be determined by the consent of a majority of the Board of Managers. Notice shall be given at least twelve (12) hours prior to any meeting of the Board of Managers. Notice may be waived before or after a meeting or by attendance without protest at such meeting. Notice may be by hand, dies telephone, telecopy, overnight courier or becomes incapacitated, the Member U.S. mail. Managers may appoint participate in a new Managermeeting of the Board of Managers by means of telephone and such participation shall constitute presence in person at such meeting. Any action required or permitted to be taken by the Board of Managers at a meeting may be taken without a meeting with the unanimous written consent of the Board of Managers. The Board of Managers may adopt such other procedures governing meetings and the conduct of business as well as meetings of Members and any procedures to be used in connection with voting by Members (which voting may be by written consent of the percentage necessary to take such action) as it shall deem appropriate.

Management of the Company. (a) The Company Managing Member shall be manager-managed. The Member will appoint one or more managers (have the “Manager”), and the Manager shall sole right to manage the business of the Company in accordance with this Agreement. The Manager is an agent and shall have all the powers and rights necessary, appropriate, or advisable to effectuate and carry out the purposes and business of the Company, and except as otherwise provided herein no Member shall have any authority to act for or bind the Company but shall have only the right to vote on or approve the actions of herein specified to be voted on or approved by the Manager taken in such capacity and in accordance with this Agreement shall bind the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx XxxxxMembers. (b) The Manager shall have exclusive and complete authority and discretion Managing Member may appoint such officers, who may but need not be Members or Managers, to manage the operations and affairs of the Company such terms and to make all decisions regarding perform such functions as the Managing Member shall determine in its sole discretion. The Managing Member may appoint, employ, or otherwise contract with such other persons or entities for the transaction of the business of the Company. Any action taken by Company or the Manager shall constitute the act performance of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively services for or on the power and authority of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the Nevada LLC Act, and shall have such authority, rights, and powers in the management behalf of the Company as it shall determine in its sole discretion. The Managing Member may delegate to do any and all other acts and things necessarysuch officer, proper, convenientperson, or advisable entity such authority to effectuate act on behalf of the purposes of this AgreementCompany as the Managing Member may from time to time deem appropriate in its sole discretion. (c) The Manager may, from time to time, designate one or more officers with When the taking of such titles as may be designated action has been authorized by the Managing Member, any Manager to act in or officer of the name Company or any other person specifically authorized by the Managing Member, may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with such authority as may be delegated the Secretary of State of the State of Illinois any Articles of amendment to such officers by the Manager (each such designated personCompany's Articles, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by one or more restated Articles of Organization and Articles of merger or consolidation and, upon the Manager. Any action, including any debt contracted or liability incurred by or on behalf dissolution and completion of winding up of the Company, taken by an Officer designated by the Manager pursuant to authority delegated to such Officer shall constitute the act a Articles of and serve to bind cancellation canceling the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority 's Articles of any Officer as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or herOrganization. (d) A Majority in Interest of the Members shall elect individuals as the Managing Members, which shall initially consist of one Manager or such other number as the Majority in Interest of the Members otherwise determined. The initial Manager may shall be removed . The Members shall have one vote on all matters considered by the Member for any reason Managing Member. Each Manager shall serve until he or she resigns, dies, becomes incapacitated, or is removed. The removal (with or without cause) of a Managing Member shall be only at the written request of Members holding a Majority in Interest and under no other circumstances. If A majority of the Members shall constitute a Manager is removedquorum for the transaction of business. At any meeting of the Managing Member, resignsall matters shall be determined by the consent of a majority of the Members. Notice shall be given at least 12 hours prior to any meeting of the Managing Member. Notice may be waived before or after a meeting or by attendance without protest at such meeting. Notice may be by hand, dies telephone, telecopy, overnight courier, or becomes incapacitated, the U.S. mail and shall be deemed given when received. Members may participate in a meeting of the Managing Member by means of telephone and such participation that constitute presence in person at such meeting. Any action required or permitted to be taken by the Managing Member at a meeting may appoint be taken without a new Managermeeting with the unanimous consent of the Managing Members. The Managing Members may adopt such other procedures governing meetings and the conduct of business as well as meetings of Members and any procedures to be used in connection with voting by Members (which voting may be by written consent of the percentage necessary to take such action) as it shall deem appropriate.

Management of the Company. (a) The Company Subject to the delegation of rights and powers as provided for herein and in the Bylaws, the Board of Directors shall be manager-managed. The Member will appoint one or more managers (have the “Manager”), and the Manager shall sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. No Shareholder, by reason of its status as such, shall have any authority to act for or bind the Company or otherwise take part in accordance with this Agreement. The Manager is an agent the management of the Company, and but shall have only the right to vote on or approve the actions specified herein or in the Delaware Act (or hereafter specified by the Board of Directors) to be voted on or approved or determined by the Manager Shareholders. At any time that there is only one Shareholder, any and all action provided for herein or in the Bylaws to be taken in such capacity and in accordance with this Agreement or approved by the “Shareholders” shall bind be taken or approved by the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx Xxxxxsole Shareholder. (b) The Manager Company shall have exclusive such officers as are provided for in the Bylaws, and complete such officers shall be elected and removed in accordance with the Bylaws. The names and titles of the initial officers of the Company are identified on Schedule II. The Board of Directors may appoint, employ, or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board of Directors may delegate to any officer of the Company or to any such other person or entity such authority to act on behalf of the Company as the Board of Directors may from time to time deem appropriate in its sole discretion (which delegated authority may be set forth in the Bylaws, in resolutions adopted by the Board or otherwise as determined by the Board). The salaries or other compensation, if any, of the officers and discretion agents of the Company shall be fixed from time to manage time by the operations and affairs Board of Directors. (c) Except as otherwise provided by the Board of Directors or in the Bylaws, when the taking of any of the following described actions has been authorized by the Board of Directors, any Director or officer of the Company, or any other person specifically authorized by the Board of Directors, may execute any contract or other agreement or document on behalf of the Company and to make all decisions regarding the business of the Company. Any action taken by the Manager shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively may execute on the power and authority of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the Nevada LLC Act, and shall have such authority, rights, and powers in the management behalf of the Company and file with the Secretary of State of the State of Delaware any certificates or filings provided for in the Delaware Act. (d) The Board of Directors shall consist of two (2) Directors or such other number as the Board of Directors shall determine. The Board of Directors shall be composed of the individuals identified on Schedule III, as the same shall be amended by the Board from time to do any and all other acts and things necessary, proper, convenient, or advisable time to effectuate reflect changes in the purposes membership of the Board of Directors in accordance with terms of this Agreement. (ce) The Manager may, Vacancies on the Board of Directors from time to time, designate one or more officers with such titles as may whatever cause shall be designated filled by the Manager remaining Directors, or, if there be none, by the Shareholders. Directors shall serve for a term of one (1) year and thereafter until their respective successors are duly elected by the Shareholders or until their earlier death, retirement, incapacity or removal. Directors can be removed with or without cause by a vote of the Shareholders. Determinations to act be made by the Directors in connection with the name conduct of the business of the Company with such authority as may shall be delegated to such officers by made in the Manager (each such designated personmanner provided in the Bylaws, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Manager. Any action, including any debt contracted or liability incurred by or on behalf of the Company, taken by an Officer designated by the Manager pursuant to authority delegated to such Officer shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or herunless otherwise specifically provided herein. (d) The Manager may be removed by the Member for any reason with or without cause. If a Manager is removed, resigns, dies or becomes incapacitated, the Member may appoint a new Manager.

Management of the Company. (a) The Subject to the provisions of this Agreement (including Section 7.1(c)), the business, property and affairs of the Company shall be manager-managedmanaged under the sole, absolute and exclusive direction of the Managing Member, which may from time to time delegate authority to officers or to others to act on behalf of the Company. The Member will appoint one or more managers (Subject to the “Manager”), and the Manager shall manage the Company in accordance with provisions of this Agreement. The Manager is an agent , in all matters relating to or arising out of the conduct of the operation of the Company, and the actions decision of the Manager taken in such capacity and in accordance with this Agreement Managing Member shall bind be the decision of the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx Managing Member shall conduct all of its business activities through the Company and Xxxxxxx Xxxxxthe Subsidiaries. (b) The Manager shall have exclusive and complete authority and discretion to manage the operations and affairs Managing Member is an agent of the Company for the purpose of its business, and to make all decisions regarding the business any act of the Company. Any action Managing Member, or any officer or employee to whom the Managing Member has delegated such authority, taken by in its or his capacity as such, including the Manager execution in the name and on behalf of the Company of any contract, agreement or instrument or the making in the name and on behalf of the Company of any expenditures or the incurrence in the name and on behalf of the Company of any indebtedness shall constitute the act of and serve to bind the Company. Persons dealing with Company unless such act is in contravention of the Certificate of Formation or this Agreement or unless the Managing Member or such other Person otherwise lacks the authority to act for the Company are entitled to rely conclusively on in respect of such matter and the power and authority Person with whom the Managing Member or such other Person is dealing has knowledge of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the Nevada LLC Act, and shall fact that it or he does not have such authority, rights, and powers in the management of the Company to do any and all other acts and things necessary, proper, convenient, or advisable to effectuate the purposes of this Agreement. (c) The Manager mayNotwithstanding any provision contained in this Agreement, from time so long as the Founder Member Ownership Threshold is met, the Company shall not take, and the Managing Member shall not cause or permit the Company to timetake, designate one any of the following actions: (i) entering into any transaction with the Managing Member which is not on arm’s-length terms, unless such transaction is otherwise expressly contemplated by this Agreement, the Investment Agreement, the Exchange Agreement, the Registration Rights Agreement or more officers with such titles as may be designated by the Manager to act in Tax Receivable Agreement; (ii) converting the name legal form of the Company with such authority into a corporation or take any other action that would cause the Company to be treated as may be delegated to such officers by a corporation for tax purposes; (iii) dissolving, liquidating or otherwise winding up the Manager (each such designated person, an "Officer"). Any such Officer shall act Company pursuant to such delegated authority until such Officer is removed by the Manager. Any action, including Article X (other than in connection with a Change of Control Event); or (iv) entering into any debt contracted agreement or liability incurred by or on behalf otherwise committing to take any of the Company, taken by an Officer designated by the Manager pursuant to authority delegated to such Officer shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer as actions set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or herclauses (i) through (iii) above. (d) The Manager may be removed by Notwithstanding any provision to the Member for any reason with or without cause. If a Manager is removed, resigns, dies or becomes incapacitatedcontrary contained in this Agreement, the Company shall not, and the Managing Member may appoint a new Managershall not cause or permit the Company or its Subsidiaries to enter into any transaction with Cxxxxxxxx Xxxxx, any Family Member of Cxxxxxxxx Xxxxx or any of their Affiliates which is not on arm’s-length terms, or enter into any agreement or otherwise commit to do so, without the prior consent of the individuals described in clause (ii) of the definition of “Required Independent Directors”; provided, that compliance with the terms of this Agreement and compliance with any employment, consulting or retention agreement with Cxxxxxxxx Xxxxx existing as of the Effective Date shall not require consent.

Management of the Company. (ai) The Company Member shall be manager-managed. The Member will appoint one or more managers the manager of the Company (the “Manager”)) and, and the Manager in such capacity, shall manage the Company in accordance with this Agreement. The Manager is an agent of the Company’s business, and the actions of the Manager taken in such capacity and in accordance with this Agreement shall bind the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx Xxxxx. (bii) The Manager shall have full, exclusive and complete authority and discretion to manage and control the operations business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to make take all decisions regarding such actions as it deems necessary or appropriate to accomplish the business purpose of the CompanyCompany as set forth herein. Any action taken by the The Manager shall constitute be the act of and serve sole person or entity with the power to bind the Company. Persons dealing with , except and to the Company are entitled extent that such power is expressly delegated to rely conclusively on any other person or entity by the power Manager, and authority of such delegation shall not cause the Manager as set forth in this Agreementto cease to be the Manager or the Member (if applicable). The Manager shall have all rights be a “manager” (within the meaning of the Delaware Act) of the Company. (iii) The Manager may be removed with or without cause by the Member. The Manager shall serve until removed and powers the Manager’s successor is designated by the Member or until the Manager’s earlier death, retirement or incapacity. Upon the death, retirement or incapacity of the Manager, a manager under successor shall be designated by the Nevada LLC Act, and Member. (iv) The Company shall have such authority, rights, and powers in officers as the management of the Company to do any and all other acts and things necessary, proper, convenient, or advisable to effectuate the purposes of this Agreement. (c) The Manager maymay appoint, from time to time, designate one or more and all such officers with such titles as may shall be designated by appointed and removed at the will of the Manager to act in the name of the Company with and shall perform such authority functions as may be delegated to such officers by the Manager (each such designated person, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed are specified by the Manager. Any actionXxxx Xxxxxxxxx is hereby appointed as the President, including Chief Executive Officer and Secretary of the Company, with such duties, responsibilities and authority as are usually associated with such offices. (v) The Manager may appoint, employ, or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for, or on behalf of, the Company as it shall determine in his or her sole discretion. The Manager may delegate to any debt contracted officer of the Company, or liability incurred to any such other person or entity, such authority to act on behalf of the Company as the Manager may from time to time deem appropriate in his or her sole discretion. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Manager. Except as otherwise provided by the Manager, when the taking of such action has been authorized by the Manager, the Manager or any officer of the Company, or any other person specifically authorized by the Manager, may execute any contract or other agreement or document on behalf of the Company, taken by an Officer designated by the Manager pursuant to authority delegated to such Officer shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or her. (d) The Manager may be removed by the Member for any reason with or without cause. If a Manager is removed, resigns, dies or becomes incapacitated, the Member may appoint a new Manager.

Management of the Company. (a) The Company shall be manager-managed. The Member will appoint one or more managers (the “ManagerManagers”), and the Manager Managers shall manage the Company in accordance with this Agreement. The Manager is an agent Managers are agents of the Company, and the actions of the Manager Managers taken in such capacity and in accordance with this Agreement shall bind the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx Xxxxx. (b) The Manager Managers shall have exclusive and complete authority and discretion to manage the operations and affairs of the Company and to make all decisions regarding the business of the Company. Any action taken by the Manager Managers shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of the Manager Managers as set forth in this Agreement. The Manager Managers shall have all rights and powers of a manager under the Nevada LLC Act, and shall have such authority, rights, and powers in the management of the Company to do any and all other acts and things necessary, proper, convenient, or advisable to effectuate the purposes of this Agreement. (c) The Manager Managers may, from time to time, designate one or more officers with such titles as may be designated by the Manager Managers to act in the name of the Company with such authority as may be delegated to such officers by the Manager Managers (each such designated person, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the ManagerManagers. Any action, including any debt contracted or liability incurred by or on behalf of the Company, taken by an Officer designated by the Manager Managers pursuant to authority delegated to such Officer shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or her. (d) The Manager Managers may be removed by the Member for any reason with or without cause. If a Manager is removed, resigns, dies or becomes incapacitated, the Member may appoint a new Manager.

Management of the Company. (a) The Subject to the provisions of this Agreement (including Section 7.1(c)), the business, property and affairs of the Company shall be manager-managedmanaged under the sole, absolute and exclusive direction of the Managing Member, which may from time to time delegate authority to officers or to others to act on behalf of the Company. The Member will appoint one or more managers (Subject to the “Manager”), and the Manager shall manage the Company in accordance with provisions of this Agreement. The Manager is an agent , in all matters relating to or arising out of the conduct of the operation of the Company, and the actions decision of the Manager taken in such capacity and in accordance with this Agreement Managing Member shall bind be the decision of the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx Managing Member shall conduct all of its business activities through the Company and Xxxxxxx Xxxxxthe Subsidiaries. (b) The Manager shall have exclusive and complete authority and discretion to manage the operations and affairs Managing Member is an agent of the Company for the purpose of its business, and to make all decisions regarding the business any act of the Company. Any action Managing Member, or any officer or employee to whom the Managing Member has delegated such authority, taken by in its or his capacity as such, including the Manager execution in the name and on behalf of the Company of any contract, agreement or instrument or the making in the name and on behalf of the Company of any expenditures or the incurrence in the name and on behalf of the Company of any indebtedness shall constitute the act of and serve to bind the Company. Persons dealing with Company unless such act is in contravention of the Certificate of Formation or this Agreement or unless the Managing Member or such other Person otherwise lacks the authority to act for the Company are entitled to rely conclusively on in respect of such matter and the power and authority Person with whom the Managing Member or such other Person is dealing has knowledge of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the Nevada LLC Act, and shall fact that it or he does not have such authority, rights, and powers in the management of the Company to do any and all other acts and things necessary, proper, convenient, or advisable to effectuate the purposes of this Agreement. (c) The Manager mayNotwithstanding any provision contained in this Agreement, from time so long as the Founder Member Ownership Threshold is met, the Company shall not take, and the Managing Member shall not cause or permit the Company to timetake, designate one any of the following actions without the consent of the Founder Member Representative: (i) entering into any transaction with the Managing Member which is not on arm’s-length terms, unless such transaction is otherwise expressly contemplated by this Agreement, the Investment Agreement, the Exchange Agreement, the Registration Rights Agreement or more officers with such titles as may be designated by the Manager to act in Tax Receivable Agreement; (ii) converting the name legal form of the Company with such authority into a corporation or take any other action that would cause the Company to be treated as may be delegated to such officers by a corporation for tax purposes; (iii) dissolving, liquidating or otherwise winding up the Manager (each such designated person, an "Officer"). Any such Officer shall act Company pursuant to such delegated authority until such Officer is removed by the Manager. Any action, including Article X (other than in connection with a Change of Control Event); or (iv) entering into any debt contracted agreement or liability incurred by or on behalf otherwise committing to take any of the Company, taken by an Officer designated by the Manager pursuant to authority delegated to such Officer shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer as actions set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or herclauses (i) through (iii) above. (d) The Manager may be removed by Notwithstanding any provision to the Member for any reason with or without cause. If a Manager is removed, resigns, dies or becomes incapacitatedcontrary contained in this Agreement, the Company shall not, and the Managing Member may appoint a new Managershall not cause or permit the Company or its Subsidiaries to enter into any transaction with Xxxxxxxxx Xxxxx, any Family Member of Xxxxxxxxx Xxxxx or any of their Affiliates which is not on arm’s-length terms, or enter into any agreement or otherwise commit to do so, without the prior consent of the individuals described in clause (ii) of the definition of “Required Independent Directors”; provided, that compliance with the terms of this Agreement and compliance with any employment, consulting or retention agreement with Xxxxxxxxx Xxxxx existing as of the Effective Date shall not require consent.

Management of the Company. (a) The property, business and affairs of the Company shall be manager-managed. The Member will appoint one or more managers (the “Manager”), managed and conducted by the Manager shall manage the Company in accordance with this Agreement. The Manager is an agent of the Company, and the actions of the Manager taken in such capacity and in accordance with this Agreement shall bind the Company. The initial managers are Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by a "manager" (within the meaning of Section 102(p) of the Act) under the laws of the State of Delaware. The Manager may be appointed or removed by the Member at any time and from time to time. Initially, Paul X. Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx Xxxxxxxxll be the Manager of the Company. (b) The Manager shall have exclusive Company may only act and complete authority bind itself through the actions of the Manager, or through the actions of the agents and discretion to manage the operations and affairs employees of the Company (as described in paragraph (c) of this Section 8) if and to make all decisions regarding the business of the Company. Any action taken extent authorized by this Agreement or by the Manager shall constitute the act of and serve to bind the Company. Persons dealing in accordance with the Company are entitled to rely conclusively on the power and authority of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the Nevada LLC Act, and shall have such authority, rights, and powers in the management of the Company to do any and all other acts and things necessary, proper, convenient, or advisable to effectuate the purposes provisions of this Agreement. (c) The Manager maymay (I) authorize by written action any person to enter into and perform any agreement on behalf of the Company, from time to time(II) appoint a President, designate one or more Vice Presidents, a Secretary, one or more Assistant Secretaries and other officers of the Company, with the duties and powers described in paragraphs (e) and (f) of this Section 8, and (III) appoint individuals, with such titles as he may be select, as employees of the Company to act on behalf of the Company, with such power and authority as the Manager may delegate from time to time to any such person. Any such persons, officers and employees designated by the Manager to act in the name on behalf of the Company with such authority as may be delegated to such officers appointed or removed by the Manager at any time and from time to time, with or without cause. (d) Any person or entity dealing with the Company, the Manager or any of the persons described in paragraph (c) above (collectively, the "Authorized Persons") may rely upon a certificate signed by the Member (or the Secretary of the Company), as to the identity of the Member, the Manager or an Authorized Person and as to the authority of the Manager or such Authorized Person to execute and deliver any instrument or document on behalf of the Company. (e) The Secretary and each Assistant Secretary, if any, of the Company shall (I) keep the records of all meetings and written actions of the Member, (II) be the custodian of all contracts, deeds, documents and other indicia of title to properties owned by the Company and of its other corporate records, (III) perform all general duties and have all powers incident to the office of the secretary of a corporation organized under the laws of Delaware, and (IV) perform such designated person, an "Officer"). Any other duties and exercise such Officer shall act pursuant other powers as may from time to such delegated authority until such Officer is removed time be prescribed by the Manager. Any actionThe duties of the Secretary may be performed by one or more employees or agents of the Company, including any debt contracted or liability incurred to be appointed by or the Manager. (f) The President and each Vice President, if any, of the Company shall perform such duties and exercise such powers as may be assigned to each of them from time to time by the Manager and shall have the authority to act on behalf of the Company, taken by an Officer designated by subject to the Manager pursuant to authority delegated to such Officer shall constitute the act terms and conditions of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or herAgreement. (d) The Manager may be removed by the Member for any reason with or without cause. If a Manager is removed, resigns, dies or becomes incapacitated, the Member may appoint a new Manager.

Management of the Company. (a) The Company shall be manager-managed. The Member will appoint one or more managers (the “Manager”), and the Manager shall manage the Company in accordance with this Agreement. The Manager is an agent of the Company, and the actions of the Manager taken in such capacity and in accordance with this Agreement shall bind the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx Xxxxx. (b) The Manager shall have exclusive and complete authority and discretion to manage the operations and affairs of the Company and to make all decisions regarding the business of the Company. Any action taken by the Manager shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the Nevada LLC Act, and shall have such authority, rights, and powers in the management of the Company to do any and all other acts and things necessary, proper, convenient, or advisable to effectuate the purposes of this Agreement. (c) The Manager may, from time to time, designate one or more officers with such titles as may be designated by the Manager to act in the name of the Company with such authority as may be delegated to such officers by the Manager (each such designated person, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Manager. Any action, including any debt contracted or liability incurred by or on behalf of the Company, taken by an Officer designated by the Manager pursuant to authority delegated to such Officer shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or her. (d) The Manager may be removed by the Member for any reason with or without cause. If a Manager is removed, resigns, dies or becomes incapacitated, the Member may appoint a new Manager.

Management of the Company. (a) The Subject to the provisions of this Agreement (including Section 7.1(c)), the business, property and affairs of the Company shall be manager-managedmanaged under the sole, absolute and exclusive direction of the Managing Member, which may from time to time delegate authority to officers or to others to act on behalf of the Company. The Member will appoint one or more managers (Subject to the “Manager”), and the Manager shall manage the Company in accordance with provisions of this Agreement. The Manager is an agent , in all matters relating to or arising out of the conduct of the operation of the Company, and the actions decision of the Manager taken in such capacity and in accordance with this Agreement Managing Member shall bind be the decision of the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx Managing Member shall conduct all of its business activities through the Company and Xxxxxxx Xxxxxthe Subsidiaries. (b) The Manager shall have exclusive and complete authority and discretion to manage the operations and affairs Managing Member is an agent of the Company for the purpose of its business, and to make all decisions regarding the business any act of the Company. Any action Managing Member, or any officer or employee to whom the Managing Member has delegated such authority, taken by in its or his capacity as such, including the Manager execution in the name and on behalf of the Company of any contract, agreement or instrument or the making in the name and on behalf of the Company of any expenditures or the incurrence in the name and on behalf of the Company of any indebtedness shall constitute the act of and serve to bind the Company. Persons dealing with Company unless such act is in contravention of the Certificate of Formation or this Agreement or unless the Managing Member or such other Person otherwise lacks the authority to act for the Company are entitled to rely conclusively on in respect of such matter and the power and authority Person with whom the Managing Member or such other Person is dealing has knowledge of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the Nevada LLC Act, and shall fact that it or he does not have such authority, rights, and powers in the management of the Company to do any and all other acts and things necessary, proper, convenient, or advisable to effectuate the purposes of this Agreement. (c) The Manager mayNotwithstanding any provision contained in this Agreement, from time so long as the Founder Member Ownership Threshold is met, the Company shall not take, and the Managing Member shall not cause or permit the Company to timetake, designate one any of the following actions without the consent of the Founder Member Representative: (i) entering into any transaction with the Managing Member which is not on arm’s-length terms, unless such transaction is otherwise expressly contemplated by this Agreement, the Investment Agreement, the Exchange Agreement, the Registration Rights Agreement or more officers with such titles as may be designated by the Manager to act in Tax Receivable Agreement; (ii) converting the name legal form of the Company with such authority into a corporation or take any other action that would cause the Company to be treated as may be delegated to such officers by a corporation for tax purposes; (iii) dissolving, liquidating or otherwise winding up the Manager (each such designated person, an "Officer"). Any such Officer shall act Company pursuant to such delegated authority until such Officer is removed by the Manager. Any action, including Article X (other than in connection with a Change of Control Event); or (iv) entering into any debt contracted agreement or liability incurred by or on behalf otherwise committing to take any of the Company, taken by an Officer designated by the Manager pursuant to authority delegated to such Officer shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer as actions set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or herclauses (i) through (iii) above. (d) The Manager may be removed by Notwithstanding any provision to the Member for any reason with or without cause. If a Manager is removed, resigns, dies or becomes incapacitatedcontrary contained in this Agreement, the Company shall not, and the Managing Member may appoint a new Managershall not cause or permit the Company or its Subsidiaries to enter into any transaction with Cxxxxxxxx Xxxxx, any Family Member of Cxxxxxxxx Xxxxx or any of their Affiliates which is not on arm’s-length terms, or enter into any agreement or otherwise commit to do so, without the prior consent of the individuals described in clause (ii) of the definition of “Required Independent Directors”; provided, that compliance with the terms of this Agreement and compliance with any employment, consulting or retention agreement with Cxxxxxxxx Xxxxx existing as of the Effective Date shall not require consent.

Management of the Company. (a) The Company Subject to the delegation of right and powers as provided for herein and in the Bylaws, the Board of Managers shall be manager-managed. The Member will appoint one or more managers (have the “Manager”), and the Manager shall sole right to manage the business of the Company in accordance with this Agreement. The Manager is an agent and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. No Member, and by reason of its status as such, shall have any authority to act for or bind the Company but shall have only the right to vote on or approve the actions of specified herein or in the Manager Delaware Act to be voted on or approved by the Members. At any time that there is only one Member, any and all action provided for herein or in the Bylaws to be taken in such capacity and in accordance with this Agreement or approved by the “Members” shall bind be taken or approved by the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx Xxxxxsole Member. (b) The Manager Company shall have exclusive such officers as are provided for in the Bylaws, and complete authority such officers shall be elected, removed and discretion to manage perform such functions as are provided in the operations and affairs Bylaws. The Board of Managers may appoint, employ, or otherwise contract with such other persons or entities for the Company and to make all decisions regarding transaction of the business of the Company. Any action taken by Company or the Manager shall constitute the act performance of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively services for or on the power and authority of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the Nevada LLC Act, and shall have such authority, rights, and powers in the management behalf of the Company as it shall determine in its sole discretion. The Board of Managers may delegate to do any officer of the Company or to any such other person or entity such authority to act on behalf of the Company as the Board of Managers may from time to time deem appropriate in its sole discretion. The salaries or other compensation, if any, of the officers and all other acts and things necessary, proper, convenient, or advisable agents of the Company shall be fixed from time to effectuate time by the purposes Board of this AgreementManagers. (c) The Manager may, from time to time, designate one or more officers with such titles Except as may be designated otherwise provided by the Manager to act Board of Managers or in the name Bylaws, when the taking of such action has been authorized by the Board of Managers, any Manager or officer of the Company with such authority as may be delegated to such officers Company, or any other person specifically authorized by the Manager (each such designated personBoard of Managers, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Manager. Any action, including may execute any debt contracted contract or liability incurred by other agreement or document on behalf of the Company, taken by an Officer designated by Company and may execute on behalf of the Manager pursuant to authority delegated to such Officer shall constitute the act of Company and serve to bind the Company. Persons dealing file with the Company are entitled to rely conclusively on Secretary of State of the power and authority State of Delaware any Officer as set forth certificates or filings provided for in this Agreement and any instrument designating such Officer and the authority delegated to him or herDelaware Act. (d) The Manager may Board of Managers shall consist of three (3) Managers or such other number as the Board of Managers shall determine. The Board of Managers shall initially be composed of the following individuals: Vacancies on the Board of Managers from whatever cause shall be filled by the remaining Managers, or, if there be none, by a vote of a Majority in Interest of the Members, Managers shall serve for a term of one (1) year and thereafter until their respective successors are duly elected by the Members or until their earlier death, retirement, incapacity or removal. Managers can be removed by the Member for any reason with or without causecause by a vote of a Majority in Interest of the Members. If a Manager is removedDeterminations to be made by the Managers in connection with the conduct of the business of the Company shall be made in the manner provided in the Bylaws, resigns, dies or becomes incapacitated, the Member may appoint a new Managerunless otherwise specifically provided herein.

Management of the Company. (a) a. The Company shall be manager-managed. The Member will appoint one or more managers (the “Manager”), and the Manager shall manage the Company in accordance with this Agreement. The Manager is an agent of the Company, and the actions of the Manager taken in such capacity and in accordance with this Agreement shall bind the Company. The initial managers are manager is Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx Xxxxx. (b) b. The Manager shall have exclusive and complete authority and discretion to manage the operations and affairs of the Company and to make all decisions regarding the business of the Company. Any action taken by the Manager shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the Nevada LLC ActULLCA, and shall have such authority, rights, and powers in the management of the Company to do any and all other acts and things necessary, proper, convenient, or advisable to effectuate the purposes of this Agreement. (c) c. The Manager may, from time to time, designate one or more officers with such titles as may be designated by the Manager to act in the name of the Company with such authority as may be delegated to such officers by the Manager (each such designated person, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Manager. Any action, including any debt contracted or liability incurred by or on behalf of the Company, taken by an Officer designated by the Manager pursuant to authority delegated to such Officer shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or her. Officers may be removed by the Manager for any reason with or without cause. If an Officer is removed, resigns, dies or becomes incapacitated, the Manager may appoint a new Officer. (d) d. The Manager may be removed by the Member for any reason with or without cause. If a Manager is removed, resigns, dies or becomes incapacitated, the Member may appoint a new Manager.

Management of the Company. (a) The Company Subject to the delegation of rights and powers as provided for herein and in the Bylaws, the Board of Directors shall be manager-managed. The Member will appoint one or more managers (have the “Manager”), and the Manager shall sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. No Shareholder, by reason of its status as such, shall have any authority to act for or bind the Company or otherwise take part in accordance with this Agreement. The Manager is an agent the management of the Company, and but shall have only the right to vote on or approve the actions specified herein or in the Delaware Act (or hereafter specified by the Board of Directors) to be voted on or approved or determined by the Manager Shareholders. At any time that there is only one Shareholder, any and all action provided for herein or in the Bylaws to be taken in such capacity and in accordance with this Agreement or approved by the “Shareholders” shall bind be taken or approved by the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx Xxxxxsole Shareholder. (b) The Manager Company shall have exclusive such officers as are provided for in the Bylaws, and complete such officers shall be elected and removed in accordance with the Bylaws. The names and titles of the initial officers of the Company are identified on Schedule II. The Board of Directors may appoint, employ, or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board of Directors may delegate to any officer of the Company or to any such other person or entity such authority to act on behalf of the Company as the Board of Directors may from time to time deem appropriate in its sole discretion (which delegated authority may be set forth in the Bylaws, in resolutions adopted by the Board or otherwise as determined by the Board). The salaries or other compensation, if any, of the officers and discretion agents of the Company shall be fixed from time to manage time by the operations and affairs Board of Directors. (c) Except as otherwise provided by the Board of Directors or in the Bylaws, when the taking of any of the following described actions has been authorized by the Board of Directors, any Director or officer of the Company, or any other person specifically authorized by the Board of Directors, may execute any contract or other agreement or document on behalf of the Company and to make all decisions regarding the business of the Company. Any action taken by the Manager shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively may execute on the power and authority of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the Nevada LLC Act, and shall have such authority, rights, and powers in the management behalf of the Company and file with the Secretary of State of the State of Delaware any certificates or filings provided for in the Delaware Act. (d) The Board of Directors shall consist of three (3) Directors or such other number as the Board of Directors shall determine. The Board of Directors shall be composed of the individuals identified on Schedule III, as the same shall be amended by the Board from time to do any and all other acts and things necessary, proper, convenient, or advisable time to effectuate reflect changes in the purposes membership of the Board of Directors in accordance with terms of this Agreement. (ce) The Manager may, Vacancies on the Board of Directors from time to time, designate one or more officers with such titles as may whatever cause shall be designated filled by the Manager remaining Directors, or, if there be none, by the Shareholders. Directors shall serve for a term of one (1) year and thereafter until their respective successors are duly elected by the Shareholders or until their earlier death, retirement, incapacity or removal. Directors can be removed with or without cause by a vote of the Shareholders. Determinations to act be made by the Directors in connection with the name conduct of the business of the Company with such authority as may shall be delegated to such officers by made in the Manager (each such designated personmanner provided in the Bylaws, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Manager. Any action, including any debt contracted or liability incurred by or on behalf of the Company, taken by an Officer designated by the Manager pursuant to authority delegated to such Officer shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or herunless otherwise specifically provided herein. (d) The Manager may be removed by the Member for any reason with or without cause. If a Manager is removed, resigns, dies or becomes incapacitated, the Member may appoint a new Manager.

Management of the Company. (a) The Company Managing Member shall be manager-managed. The Member will appoint one or more managers (have the “Manager”), and the Manager shall exclusive right to manage the Company in accordance with this Agreement. The Manager is an agent business of the Company, and the actions of the Manager taken in such capacity and in accordance with this Agreement shall bind the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx Xxxxx. (b) The Manager shall have exclusive all powers and complete authority rights necessary, appropriate or advisable to effectuate and discretion to manage carry out the operations purposes and affairs business of the Company and and, in general, all powers permitted to make all decisions regarding be exercised by a manager under the Act. The Managing Member may appoint, employ or otherwise contract with any persons or entities for the transaction of the business of the Company. Any action taken by Company or the Manager shall constitute the act performance of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the Nevada LLC Act, and shall have such authority, rights, and powers in the management of the Company to do any and all other acts and things necessary, proper, convenient, or advisable to effectuate the purposes of this Agreement. (c) The Manager may, from time to time, designate one or more officers with such titles as may be designated by the Manager to act in the name of the Company with such authority as may be delegated to such officers by the Manager (each such designated person, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Manager. Any action, including any debt contracted or liability incurred by services for or on behalf of the Company, taken by and the Managing Member may delegate to any such person or entity such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate. (b) The Managing Member is hereby designated as an Officer designated by authorized person, within the Manager pursuant meaning of the Act, to authority delegated do and perform, or cause to be done and performed, all such Officer acts, deeds and things and to make, execute and deliver, or cause to be made, executed and delivered, all such agreements, undertakings, documents, instruments or certificates in the name and on behalf of the Company or otherwise as it may deem necessary or appropriate in furtherance of the ordinary course of business of the Company. (c) No Member, in its status as such, shall constitute have the right to take part in the management or control of the business of the Company or to act of and serve to for or bind the Company or otherwise to transact any business on behalf of the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or her. (d) The Manager execution, delivery and filing of the Certificate of Formation of the Company with the Secretary of State of the State of Delaware by Xxxxxxx Xxxxx Xxxxxx as an “authorized person” within the meaning of the Act is hereby ratified and confirmed in all respects. The Managing Member is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the Certificate of Formation of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business, and to do and perform, or cause to be removed by done and performed, all such acts, deeds and things and to make, execute and deliver, or cause to be made, executed and delivered, all such agreements, undertakings, documents, instruments or certificates in the Member for any reason with name and on behalf of the Company or without cause. If a Manager otherwise as it may deem necessary or appropriate in furtherance of the ordinary course of business of the Company. (e) Xxxxxx X. Xxxxxx is removedhereby appointed as President of the Company and in such capacity is authorized to make, resignsexecute and deliver, dies or becomes incapacitatedcause to be made, executed and delivered, all agreements, undertakings, documents, instruments or certificate in the Member name and on behalf of the Company or otherwise as he may appoint a new Managerdeem necessary or appropriate in furtherance of the ordinary course of business of the Company. (f) Xxxxxxx Xxxxx Xxxxxx is hereby appointed as Chief Financial Officer, Treasurer & Assistant Secretary of the Company and in such capacity is authorized to make, execute and deliver, or cause to be made, executed and delivered, all agreements, undertakings, documents, instruments or certificate in the name and on behalf of the Company or otherwise as he may deem necessary or appropriate in furtherance of the ordinary course of business of the Company. (g) Xxxxx Xxxxxxxxx is hereby appointed as Vice President & Secretary of the Company and in such capacity is authorized to make, execute and deliver, or cause to be made, executed and delivered, all agreements, undertakings, documents, instruments or certificate in the name and on behalf of the Company or otherwise as he may deem necessary or appropriate in furtherance of the ordinary course of business of the Company.

Management of the Company. (a) The Company Subject to the delegation of rights and powers as provided for herein and in the Bylaws, the Board of Directors shall be manager-managed. The Member will appoint one or more managers (have the “Manager”), and the Manager shall sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. No Shareholder, by reason of its status as such, shall have any authority to act for or bind the Company or otherwise take part in accordance with this Agreement. The Manager is an agent the management of the Company, and but shall have only the right to vote on or approve the actions specified herein or in the Delaware Act (or hereafter specified by the Board of Directors) to be voted on or approved or determined by the Manager Shareholders. At any time that there is only one Shareholder, any and all action provided for herein or in the Bylaws to be taken in such capacity and in accordance with this Agreement or approved by the "Shareholders" shall bind be taken or approved by the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx Xxxxxsole Shareholder. (b) The Manager shall have exclusive and complete authority and discretion to manage the operations and affairs officers of the Company shall be elected, removed and to make all decisions regarding perform such functions as are provided in the By-laws; provided that the initial officers of the Company shall be as follows: Raymond R. Pether President and Chief Executive Officer Xxxx X. Xxxxxxx Chief Financial Officer Moyra E. MacXxx Xxxx-Xresident and Corporate Secretary The Boarx xx Xxxxxxxxx may appoint, employ, or otherwise contract with such other persons or entities for the transaction of the business of the Company. Any action taken by Company or the Manager shall constitute the act performance of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively services for or on the power and authority of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the Nevada LLC Act, and shall have such authority, rights, and powers in the management behalf of the Company as it shall determine in its sole discretion. The Board of Directors may delegate to do any officer of the Company or to any such other person or entity such authority to act on behalf of the Company as the Board of Directors may from time to time deem appropriate in its sole discretion. The salaries or other compensation, if any, of the officers and all other acts and things necessary, proper, convenient, or advisable agents of the Company shall be fixed from time to effectuate time by the purposes Board of this AgreementDirectors. (c) The Manager may, from time to time, designate one or more officers with such titles Except as may be designated otherwise provided by the Manager to act Board of Directors or in the name Bylaws, when the taking of such action has been authorized by the Board of Directors, any Director or officer of the Company with such authority as may be delegated to such officers Company, or any other person specifically authorized by the Manager (each such designated personBoard of Directors, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Manager. Any action, including may execute any debt contracted contract or liability incurred by other agreement or document on behalf of the CompanyCompany and may execute on behalf of the Company and file with the Secretary of State of the State of Delaware any certificates or filings provided for in the Delaware Act; provided, taken by an Officer designated by that the Manager pursuant to authority delegated to such Officer shall constitute the act officers of and serve to bind the Company. Persons dealing with the Company are entitled hereby authorized, without any further action of the Directors, to rely conclusively file and execute on behalf of the power Company such applications, reports, appointments of attorney or agent for service of process, and authority other papers, instruments and documents as shall be necessary, desirable or required under the 1940 Act or other applicable securities laws in connection with the registration, qualification and operation of any Officer the Company as set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or heran investment company. (d) The Manager may Board of Directors shall consist of one (1) Director or such other number as the Board of Directors shall determine. The Board of Directors shall initially be removed by composed of the Member for any reason with or without cause. If a Manager is removed, resigns, dies or becomes incapacitated, the Member may appoint a new Manager.following individual:

Management of the Company. (a) The Company Subject to the delegation of rights and powers as provided for herein and in the By-laws, the Board of Directors shall be manager-managed. The Member will appoint one or more managers (have the “Manager”), and the Manager shall sole right to manage the business of the Company in accordance with this Agreement. The Manager is an agent and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. No Stockholder, and by reason of its status as such, shall have any authority to act for or bind the Company but shall have only the right to approve or take the actions of herein specified to be approved or taken by the Manager taken in such capacity and in accordance with this Agreement shall bind the Company. The initial managers are Xxxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx and Xxxxxxx XxxxxStockholders. (b) The Manager shall have exclusive and complete authority and discretion to manage the operations and affairs officers of the Company shall be elected, removed and to make all decisions regarding perform such functions as are provided in the By-laws. The Board of Directors may appoint, employ, or otherwise contract with such other persons or entities for the transaction of the business of the Company. Any action taken by Company or the Manager shall constitute the act performance of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively services for or on the power and authority of the Manager as set forth in this Agreement. The Manager shall have all rights and powers of a manager under the Nevada LLC Act, and shall have such authority, rights, and powers in the management behalf of the Company as it shall determine in its sole discretion. The Board of Directors may delegate to do any and all officer of the Company or to any such other acts and things necessary, proper, convenient, person or advisable entity such authority to effectuate act on behalf of the purposes Company as the Board of this AgreementDirectors may from time to time deem appropriate in its sole discretion. (c) The Manager may, from time to time, designate one or more officers with such titles Except as may be designated otherwise provided by the Manager to act Board of Directors or in the name By-laws, when the taking of such action has been authorized by the Board of Directors, any Director and any officer of the Company, or any other person specifically authorized by the Board of Directors, may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with such authority as may be delegated to such officers by the Manager (each such designated person, an "Officer"). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Manager. Any action, including any debt contracted or liability incurred by or on behalf Secretary of State of the CompanyState of Delaware any certificates of correction of, taken by an Officer designated by the Manager pursuant to authority delegated to such Officer shall constitute the act or certificates of and serve to bind amendment to, the Company. Persons dealing with 's Certificate of Formation, one or more restated certificates of formation and certificates of merger or consolidation and, upon the dissolution and completion of winding up of the Company are entitled to rely conclusively on or as otherwise provided in the power and authority Delaware Act, a certificate of any Officer as set forth in this Agreement and any instrument designating such Officer and cancellation canceling the authority delegated to him or herCompany's Certificate of Formation. (d) The Manager may number of Directors constituting the Board of Directors shall be as set forth in the By-laws. The Board of Directors shall initially be composed of the following individuals: Vacancies on the Board of Directors from whatever cause shall be filled by the remaining Directors, or, if there be none, by action of the Stockholders as provided in the By-laws. Directors shall serve until they resign, die, become incapacitated or are removed. Directors can be removed by the Member for any reason with or without causecause by the Stockholders. If a Manager is removedDeterminations to be made by the Directors in connection with the conduct of the business of the Company shall be made in the manner provided in the By-laws, resigns, dies or becomes incapacitated, the Member may appoint a new Managerunless otherwise specifically provided herein.