Common use of Meetings of Members Clause in Contracts

Meetings of Members. The annual meeting of the Members shall be held on (day/month) at the principal office of the Company or at such other time and place as the Members determine, for the purpose of transacting such business as may lawfully come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. The Members may by resolution prescribe the time and place for the holding of regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. Special meetings of the Members, for any purpose or purposes, may be called by any Members (or such other number of Members as the Members from time to time may specify). Written or electronic notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than three days before the date of the meeting, either personally or by mail, to each Member of record entitled to vote at such meeting. When all the Members of the Company are present at any meeting, or if those not present sign a written waiver of notice of such meeting, or subsequently ratify all the proceedings thereof, the transactions of such meeting shall be valid as if a meeting had been formally called and notice had been given. At any meeting of the Members, the presence of Members holding a majority of the Members’ Percentage Interests, as determined from the books of the Company, represented in person or by proxy, shall constitute a quorum for the conduct of the general business of the Company. However, if any particular action by the Company shall require the vote or consent of some other number or percentage of Members pursuant to this Agreement, a quorum for the purpose of taking such action shall require such other number or percentage of Members. If a quorum is not present, the meeting may be adjourned from time to time without further notice, and if a quorum is present at the adjourned meeting any business may be transacted which might have been transacted at the meeting as originally notified. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less a quorum. At all meetings of the Members, a Member may vote by proxy executed in writing by the Member or by a duly authorized attorney-in-fact of the Member. Such proxy shall be filed with the Company before or at the time of the meeting. A Member of the Company who is present at a meeting of the Members at which action on any matter is taken shall be presumed to have assented to the action taken, unless the dissent of such Member shall be entered in the minutes of the meeting or unless such Member shall file a written dissent to such action with the person acting as the secretary of the meeting before the meeting’s adjournment. Such right to dissent shall not apply to a Member who voted in favor of such action. Unless otherwise provided by law, any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject. Members of the Company may participate in any meeting of the Members by means of conference telephone or similar communication if all persons participating in such meeting can hear one another for the entire discussion of the matters to be vote upon. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting. (Check if Applicable)

Meetings of Members. (Applies ONLY if Multi-Member): The annual meeting of the Members Member(s) shall be held on a day and month each year with at least thirty (day/month30) days’ notice given to the Member(s) prior to the meeting date which will be held at the principal office of the Company or at such other time and place as the Members Member(s) determine, for the purpose of transacting such business as may lawfully come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. The Members Member(s) may by resolution prescribe the time and place for the holding of regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. Special meetings of the MembersMember(s), for any purpose or purposes, may be called by any Members (or such other number of Members as the Members from time to time may specify)Member. Written or electronic notice stating the place, day day, and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than three (3) days before the date of the meeting, either personally or by mail, to each Member Member(s) of record entitled to vote at such meeting. When all the Members Member(s) of the Company are present at any meeting, or if those not present sign a written waiver of notice of such meeting, or subsequently ratify all the proceedings thereof, the transactions of such meeting shall be valid as if a meeting had been formally called and notice had been given. At any meeting of the MembersMember(s), the presence of Members Member(s) holding a majority of the Members’ Percentage Interests, as determined from the books of the Company, represented in person or by proxy, shall constitute a quorum for the conduct of the general business of the Company. However, if any particular action by the Company shall require the vote or consent of some other number or percentage of Members Member(s) pursuant to this Agreement, a quorum for the purpose of taking such action shall require such other number or percentage of MembersMember(s). If a quorum is not present, the meeting may be adjourned from time to time without further notice, and if a quorum is present at the adjourned meeting meeting, any business matter may be transacted which might have been transacted at the meeting as originally notified. The Members Member(s) present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members Member(s) to leave less a quorum. At all meetings of the MembersMember(s), a Member may vote by proxy executed in writing by the Member or by a duly authorized attorney-in-fact of the Member. Such proxy shall be filed with the Company before or at the time of the meeting. A Member of the Company who is present at a meeting of the Members Member(s) at which action on any matter is taken shall be presumed to have assented to the action taken, unless the dissent of such Member shall be entered in the minutes of the meeting or unless such Member shall file a written dissent to such action with the person acting as the secretary of the meeting before the meeting’s adjournment. Such right to dissent shall not apply to a Member who voted in favor of such action. Unless otherwise provided by law, any action required to be taken at a meeting of the MembersMember(s), or any other action which may be taken at a meeting of the MembersMember(s), may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members Member(s) entitled to vote with respect to the subject. Members Member(s) of the Company may participate in any meeting of the Members Member(s) by means of conference telephone or similar communication if all persons participating in such meeting can hear one another for the entire discussion of the matters to be vote voted upon. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting. (Check if Applicable).

Meetings of Members. The annual meeting of the Members shall be held on _____________________________ (day/month) at the principal office of the Company or at such other time and place as the Members determine, for the purpose of transacting such business as may lawfully come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. The Members may by resolution prescribe the time and place for the holding of regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. Special meetings of the Members, for any purpose or purposes, may be called by any ___ Members (or such other number of Members as the Members from time to time may specify). Written or electronic notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than three days before the date of the meeting, either personally or by mail, to each Member of record entitled to vote at such meeting. When all the Members of the Company are present at any meeting, or if those not present sign a written waiver of notice of such meeting, or subsequently ratify all the proceedings thereof, the transactions of such meeting shall be valid as if a meeting had been formally called and notice had been given. At any meeting of the Members, the presence of Members holding a majority of the Members’ Percentage Interests, as determined from the books of the Company, represented in person or by proxy, shall constitute a quorum for the conduct of the general business of the Company. However, if any particular action by the Company shall require the vote or consent of some other number or percentage of Members pursuant to this Agreement, a quorum for the purpose of taking such action shall require such other number or percentage of Members. If a quorum is not present, the meeting may be adjourned from time to time without further notice, and if a quorum is present at the adjourned meeting any business may be transacted which might have been transacted at the meeting as originally notified. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less a quorum. At all meetings of the Members, a Member may vote by proxy executed in writing by the Member or by a duly authorized attorney-in-fact of the Member. Such proxy shall be filed with the Company before or at the time of the meeting. A Member of the Company who is present at a meeting of the Members at which action on any matter is taken shall be presumed to have assented to the action taken, unless the dissent of such Member shall be entered in the minutes of the meeting or unless such Member shall file a written dissent to such action with the person acting as the secretary of the meeting before the meeting’s adjournment. Such right to dissent shall not apply to a Member who voted in favor of such action. Unless otherwise provided by law, any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject. Members of the Company may participate in any meeting of the Members by means of conference telephone or similar communication if all persons participating in such meeting can hear one another for the entire discussion of the matters to be vote upon. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting. (Check if Applicable)

Meetings of Members. (Applies ONLY if Multi-Member): The annual meeting of the Members shall be held on a day and month each year with at least thirty (day/month30) days’ notice given to the Members prior to the meeting date which will be held at the principal office of the Company or at such other time and place as the Members determine, for the purpose of transacting such business as may lawfully come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. The Members may by resolution prescribe the time and place for the holding of regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. Special meetings of the Members, for any purpose or purposes, may be called by any Members (or such other number of Members as the Members from time to time may specify)Member. Written or electronic notice stating the place, day day, and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than three (3) days before the date of the meeting, either personally or by mail, to each Member of record entitled to vote at such meeting. When all the Members of the Company are present at any meeting, or if those Members that are not present sign a written waiver of notice of such meeting, or subsequently ratify all the proceedings thereof, the transactions of such meeting shall be valid as if a meeting had been formally called and notice had been given. At any meeting of the Members, the presence of Members holding a majority of the Members’ Percentage Interests, as determined from the books of the Company, represented in person or by proxy, shall constitute a quorum for the conduct of the general business of the Company. However, if any particular action by the Company shall require the vote or consent of some other number or percentage of Members Member(s) pursuant to this Agreement, a quorum for the purpose of taking such action shall require such other number or percentage of Members. If a quorum is not present, the meeting may be adjourned from time to time without further notice, and if a quorum is present at the adjourned meeting meeting, any business matter may be transacted which might have been transacted at the meeting as originally notified. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less a quorum. At all meetings of the Members, a Member may vote by proxy executed in writing by the Member or by a duly authorized attorney-in-fact of the Member. Such proxy shall be filed with the Company before or at the time of the meeting. A Member of the Company who is present at a meeting of the Members at which action on any matter is taken shall be presumed to have assented to the action taken, unless the dissent of such Member shall be entered in the minutes of the meeting or unless such Member shall file a written dissent to such action with the person acting as the secretary of the meeting before the meeting’s adjournment. Such right to dissent shall not apply to a Member who voted in favor of such action. Unless otherwise provided by law, any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject. Members of the Company may participate in any meeting of the Members by means of conference telephone or similar communication if all persons participating in such meeting can hear one another for the entire discussion of the matters to be vote voted upon. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting. (Check if Applicable).

Meetings of Members. (Applies ONLY if Multi-Member): The regular annual meeting of the Members shall will be held each year on (day/month) at a specified date by giving each member 30-days’ notice, in writing, prior to the meeting date. The meeting will be held in the principal office offices of the Company or at such other time and another place as the Members determine, for the purpose of transacting such determine in order to transact business as that may lawfully come be necessary before the annual meeting. If the day fixed for of the annual meeting shall be falls on a legal holiday, such recognized holiday then the meeting shall will be held on the next succeeding business day. The Members may by create a resolution prescribe the to determine a regular time and place for the holding of regular annual meetings and may provide that the adoption of such a resolution shall constitute be construed as notice of such the regular meetings. Special Any Member may call special meetings of the Members, Members for any purpose reason or purposes, may reasons. Members will be called by any Members (or such other number of Members as the Members from time to time may specify). Written provided with written notice or electronic notice stating which includes the place, day date, and hour time of the meeting and, in the case of meeting. If it is a special meeting, meeting then the notice must also contain the purpose for which of the meeting is called, shall meeting. The notice must be delivered not less than at least three days before the meeting date of the meeting, either personally by hand or by mail, mail to each every Member of record entitled to vote at such meetingthat has voting rights. When all the Members every Member of the Company are is present at any a meeting, or if those of the Members that are not present sign provide a signed written waiver of notice of such meeting, the meeting or subsequently ratify all the decisions and proceedings thereofof such a meeting, the transactions of such the meeting shall will be valid in the same way as a formal meeting with due notice will be valid. In any Member’s meeting, if a meeting had been formally called and notice had been given. At any meeting of the Members, the presence of Members holding a majority of the Members’ Percentage InterestsMembers percentage interests are present either in person or through proxy, as majority being determined from by the books and records of the Company, represented it will be considered a quorum for general business proceedings. If a specific action of the Company requires the confirmation or consent of a different percentage of Members outlined in this agreement, the quorum for that action will require that percentage of Members present in person or by through proxy, shall constitute a quorum for the conduct of the general business of the Company. However, if any particular action by the Company shall require the vote or consent of some other number or percentage of Members pursuant to this Agreement, a quorum for the purpose of taking such action shall require such other number or percentage of Members. If a quorum is not presentavailable, the meeting may can be adjourned from time to time without further additional notice, and if . If a quorum is present at available any matter pertaining to the adjourned meeting any business Company may be transacted which might have been transacted at the meeting without giving additional notice as was originally notifiedintended in the notice given. The Members present available at a meeting that has been duly organized meeting may continue will be able to transact business until adjournment, the meeting has been adjourned notwithstanding the withdrawal of enough Members to leave less a quorum. At all meetings of the MembersMember’s meetings, a any Member may will be able to vote by proxy as long as it is executed in writing by the Member in question or by a duly an authorized attorney-in-fact of the Member. Such The proxy shall will be filed with the Company before or at the appointed time of the meetingmeeting or beforehand. A The Member of the Company who is present at a Member’s meeting of the Members at which where any action on any matter is was taken shall will by default be presumed considered to have assented approved of such action to the action be taken, unless the dissent disagreement of such the Member shall be is entered in into the minutes of the meeting or unless such Member shall file the member files a written dissent to such action with the person acting that is presiding as the secretary of the meeting before the meeting’s adjournmentmeeting ends. Such right to dissent shall not apply to a A Member who that voted in favor of such action. Unless otherwise provided by law, any action will not have this right of dissent. Any of the actions that are required to be taken at a meeting of the MembersMember’s meeting, or any other action which may be taken at a meeting of the Membersunless stipulated by law, may can be taken without a meeting if a consent in writing, setting forth writing that details the action so taken, shall be taken is signed by all of the Members entitled to vote with respect to that would have voted at the meeting about the subject. Members of the Company members may participate in any member meeting of the Members by teleconference or similar means of conference telephone or similar communication if communication, provided that all persons participating in such those attending the meeting can hear one another for each other during the entire discussion of the matters to be vote uponvoted on. Participation in a meeting pursuant to in line with this paragraph shall constitute presence be deemed to be present at the meeting in person at such meeting. (Check if Applicable)person.

Meetings of Members. The annual (a) Actions requiring the vote of the Members may be taken at any duly constituted meeting of the Members shall at which a quorum is present. Except as otherwise provided in Section 2.6(b) hereof, meetings of the Members may be called by the Board or by Members holding one-third of the total number of votes eligible to be cast by all Members, and may be held on (day/month) at the principal office of the Company or at such other time time, date, and place as the Members Board or, to the extent applicable, the Sponsor, shall determine. The Board shall arrange to provide written notice of the meeting, for stating the purpose date, time, and place of transacting the meeting and the record date therefor, to each Member entitled to vote at the meeting at least seven days prior to such business meeting. Failure to receive notice of a meeting on the part of any Member shall not affect the validity of any act or proceeding of the meeting, so long as may lawfully come before a quorum shall be present at the meeting. If Only matters set forth in the day fixed notice of a meeting may be voted on by the Members at a meeting. The presence in person or by proxy of Members holding one-third of the total number of votes eligible to be cast by all Members as of the record date shall constitute a quorum at any meeting. Any meeting of Members may, by action of a Director or the President of the Fund, be adjourned from time to time with respect to one or more matters to be considered at such meeting, whether or not a quorum is present with respect to such matter, and any adjourned session or sessions may be held, any time after the date set for the annual meeting shall original meeting, without the necessity of further notice; upon motion of a Director or the President of the Fund, the question of adjournment may be (but is not required by this Agreement to be) submitted to a legal holiday, such meeting shall be held on the next succeeding business day. The Members may by resolution prescribe the time and place for the holding of regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. Special meetings vote of the Members, for and in that case, any purpose adjournment with respect to one or purposes, may more matters must be called approved by any Members (or such other number the vote of Members as the Members from time to time may specify). Written or electronic notice stating the place, day and hour a majority of the votes cast in person or by proxy at the meeting with respect to the matter or matters adjourned, whether or not a quorum is present with respect to such matter or matters, and, if approved, such adjournment shall take place without the necessity of further notice. Unless a proxy is otherwise limited in the case of a special meetingthis regard, the purpose for which the meeting is called, shall be delivered not less than three days before the date of the meeting, either personally or by mail, to each Member of record any Units present and entitled to vote at such meeting. When all a meeting may, at the Members discretion of the Company are present at any meetingproxies named therein, or if those not present sign a written waiver of notice be voted in favor of such meetingan adjournment. Except as otherwise required by any provision of this Agreement or of the 1940 Act, or subsequently ratify all (i) those candidates receiving a plurality of the proceedings thereof, the transactions of such meeting shall be valid as if a meeting had been formally called and notice had been given. At votes cast at any meeting of Members shall be elected as Directors, and (ii) all other actions of the Members, Members taken at a meeting shall require the presence affirmative vote of Members holding a majority of the Members’ Percentage Interests, as determined from the books total number of the Company, represented votes eligible to be cast by those Members who are present in person or by proxy, shall constitute a quorum for the conduct of the general business of the Company. However, if any particular action by the Company shall require the vote or consent of some other number or percentage of Members pursuant to this Agreement, a quorum for the purpose of taking such action shall require such other number or percentage of Members. If a quorum is not present, the meeting may be adjourned from time to time without further notice, and if a quorum is present at the adjourned meeting any business may be transacted which might have been transacted at the meeting as originally notified. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less a quorum. At all meetings of the Members, a Member may vote by proxy executed in writing by the Member or by a duly authorized attorney-in-fact of the Member. Such proxy shall be filed with the Company before or at the time of the meeting. A Member of the Company who is present at a meeting of the Members at which action on any matter is taken shall be presumed to have assented to the action taken, unless the dissent of such Member shall be entered in the minutes of the meeting or unless such Member shall file a written dissent to such action with the person acting as the secretary of the meeting before the meeting’s adjournment. Such right to dissent shall not apply to a Member who voted in favor of such action. Unless otherwise provided by law, any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject. Members of the Company may participate in any meeting of the Members by means of conference telephone or similar communication if all persons participating in such meeting can hear one another for the entire discussion of the matters to be vote upon. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting. (Check if Applicable).

Meetings of Members. The annual (a) Actions requiring the vote of the Members may be taken at any duly constituted meeting of the Members shall at which a quorum is present. Except as otherwise provided in Section 2.06(b) hereof, meetings of the Members may be called by the Board or by Members holding one-third of the total number of votes eligible to be cast by all Members, and may be held on (day/month) at the principal office of the Company or at such other time time, date and place as the Members Board shall determine. The Board shall arrange to provide written notice of the meeting, for stating the purpose date, time and place of transacting the meeting and the record date therefor, to each Member entitled to vote at the meeting at least seven days prior to such business meeting. Failure to receive notice of a meeting on the part of any Member shall not affect the validity of any act or proceeding of the meeting, so long as may lawfully come before a quorum shall be present at the meeting. If Only matters set forth in the day fixed notice of a meeting may be voted on by the Members at a meeting. The presence in person or by proxy of Members holding one-third of the total number of votes eligible to be cast by all Members as of the record date shall constitute a quorum at any meeting. Any meeting of Members may, by action of a Manager or the President of the Fund, be adjourned from time to time with respect to one or more matters to be considered at such meeting, whether or not a quorum is present with respect to such matter, and any adjourned session or sessions may be held, any time after the date set for the annual meeting shall original meeting, without the necessity of further notice; upon motion of a Manager or the President of the Fund, the question of adjournment may be (but is not required by this Agreement to be) submitted to a legal holiday, such meeting shall be held on the next succeeding business day. The Members may by resolution prescribe the time and place for the holding of regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. Special meetings vote of the Members, for and in that case, any purpose adjournment with respect to one or purposes, may more matters must be called approved by any Members (or such other number the vote of Members as the Members from time to time may specify). Written or electronic notice stating the place, day and hour a majority of the votes cast in person or by proxy at the meeting with respect to the matter or matters adjourned, whether or not a quorum is present with respect to such matter or matters, and, if approved, such adjournment shall take place without the necessity of further notice. Unless a proxy is otherwise limited in the case of a special meetingthis regard, the purpose for which the meeting is called, shall be delivered not less than three days before the date of the meeting, either personally or by mail, to each Member of record any Units present and entitled to vote at such meeting. When all a meeting may, at the Members discretion of the Company are present at any meetingproxies named therein, or if those not present sign a written waiver of notice be voted in favor of such meetingan adjournment. Except as otherwise required by any provision of this Agreement or of the 1940 Act, or subsequently ratify all (i) those candidates receiving a plurality of the proceedings thereof, the transactions of such meeting shall be valid as if a meeting had been formally called and notice had been given. At votes cast at any meeting of Members shall be elected as Managers and (ii) all other actions of the Members, Members taken at a meeting shall require the presence affirmative vote of Members holding a majority of the Members’ Percentage Interests, as determined from the books total number of the Company, represented votes eligible to be cast by those Members who are present in person or by proxy, shall constitute a quorum for the conduct of the general business of the Company. However, if any particular action by the Company shall require the vote or consent of some other number or percentage of Members pursuant to this Agreement, a quorum for the purpose of taking such action shall require such other number or percentage of Members. If a quorum is not present, the meeting may be adjourned from time to time without further notice, and if a quorum is present at the adjourned meeting any business may be transacted which might have been transacted at the meeting as originally notified. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less a quorum. At all meetings of the Members, a Member may vote by proxy executed in writing by the Member or by a duly authorized attorney-in-fact of the Member. Such proxy shall be filed with the Company before or at the time of the meeting. A Member of the Company who is present at a meeting of the Members at which action on any matter is taken shall be presumed to have assented to the action taken, unless the dissent of such Member shall be entered in the minutes of the meeting or unless such Member shall file a written dissent to such action with the person acting as the secretary of the meeting before the meeting’s adjournment. Such right to dissent shall not apply to a Member who voted in favor of such action. Unless otherwise provided by law, any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject. Members of the Company may participate in any meeting of the Members by means of conference telephone or similar communication if all persons participating in such meeting can hear one another for the entire discussion of the matters to be vote upon. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting. (Check if Applicable).

Meetings of Members. The annual meeting of the Members shall be held on (day/month) the first Tuesday in the month of January, at 10:00 A.M., at the principal office of the Company or at such other time and place as the Members determineLimited Liability Company, for the purpose of electing the Manager and transacting such business as may lawfully come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. The Members may by resolution prescribe the time and place for the holding of regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. Special meetings of the Members, for any purpose or purposes, may be called by any two Members (or such other number of Members as the Members from time to time may specify). Written or electronic telephonic notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than three days before the date of the meeting, either personally or by mail, to each Member of record entitled to vote at such meeting. When all the Members of the Limited Liability Company are present at any meeting, or if those not present sign a written waiver of notice of such meeting, or subsequently ratify all the proceedings thereof, the transactions of such meeting shall be valid as if a meeting had been formally called and notice had been given. At any meeting of the Members, the presence of Members holding a majority all of the Members’ Percentage Interests, as determined from the books of the Limited Liability Company, represented in person or by proxy, shall constitute a quorum for the conduct of the general business of the Limited Liability Company. However, if any particular action by the Limited Liability Company shall require the vote or consent of some other number or percentage of Members pursuant to this Agreement, a quorum for the purpose of taking such action shall require such other number or percentage of Members. If a quorum is not present, the meeting may be adjourned from time to time without further notice, and if a quorum is present at the adjourned meeting any business may be transacted which might have been transacted at the meeting as originally notified. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. At all meetings of the Members, a Member may vote by proxy executed in writing by the Member or by a duly authorized attorney-in-fact of the Member. Such proxy shall be filed with the Limited Liability Company before or at the time of the meeting. No proxy shall be valid after three months from the date of execution, unless otherwise provided in the proxy. If at any time a Member is a corporation, partnership or limited liability company, the interest of such Member may be voted by such officer, partner, agent or proxy of such Member as the bylaws, board directors, or other organization documents of such entity may duly authorize. A Member of the Limited Liability Company who is present at a meeting of the Members at which action on any matter is taken shall be presumed to have assented to the action taken, unless the dissent of such Member shall be entered in the minutes of the meeting or unless such Member shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by certified mail to the Limited Liability Company within fifteen days after the adjournment of meeting’s adjournment. Such right to dissent shall not apply to a Member who voted in favor of such action. Unless otherwise provided by law, any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subjectsubject thereof. Members of the Limited Liability Company may participate in any meeting of the Members by means of conference telephone or similar communication if all persons participating in such meeting can hear one another for the entire discussion of the matters to be vote voted upon. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting. (Check if Applicable).

Meetings of Members. The annual meeting of the Members shall be held on (day/month) at the principal office of the Company or at such other time and place as the Members determine, for the purpose of transacting such business as may lawfully come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. The Members may by resolution prescribe the time and place for the holding of regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. Special meetings Meetings of the Members, for any purpose or purposes, may be be, but are not required to be, called by Members holding more than 50% of the Equity Interests. Without limiting the foregoing, meetings of the Members with respect to those matters that require the affirmative Vote of all Members pursuant to Section 6.4 are not required if the GCI Member or the CEO sends a Member Approval Request to the Members with respect to such matter. [a] The CEO may designate any Members (place within Anchorage, Alaska, or such other number of Members city as the Members from time to time may specify)unanimously agree, as the place for any meeting of the Members. Written or electronic notice stating [b] Notice of any meeting of the Members must be given not less than five Business Days nor more than 30 days before the date of the meeting. Such Notice must state the place, day day, and hour of the meeting and, in the case of a special meeting, and the purpose for which the meeting is called. Any Member may waive, shall in writing, any Notice of a meeting of the Members required to be delivered not less than three days given to such Member, whether before or after the time stated in such Notice. Any Member who signs minutes of action (or written consent or agreement) will be deemed to have waived any required Notice with respect to such action. For the purpose of determining Members entitled to Notice of or to Vote at any meeting of Members, the date on which Notice of the meeting is first given will be the record date for the determination of Members. Any such determination of Members entitled to Vote at any meeting of Members will apply to any adjournment of a meeting. [c] A quorum at any meeting of Members will consist of Members owning more than 75% of the Equity Interests held by all Members. Any meeting of Members at which a quorum is not present may adjourn the meeting to a place, day and hour without further Notice, provided that at such adjourned meeting, either personally or by mail, to each Member of record entitled to vote at such the only business that may be conducted are the matters that were set forth in the Notice for the original meeting. When all Information indicated by [***] in the Members text has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of the Company are 1934. [d] If a quorum is present at any meeting, or if those not present sign a written waiver of notice of such meeting, or subsequently ratify all the proceedings thereof, the transactions of such meeting shall be valid as if a meeting had been formally called and notice had been given. At any meeting of the Members, the presence affirmative Vote of Members holding a majority of the Members’ Percentage Interests, as determined from Equity Interests will be the books of the Company, represented in person or by proxy, shall constitute a quorum for the conduct of the general business of the Company. However, if any particular action by the Company shall require the vote or consent of some other number or percentage of Members pursuant to this Agreement, a quorum for the purpose of taking such action shall require such other number or percentage of Members. If a quorum is not present, the meeting may be adjourned from time to time without further notice, and if a quorum is present at the adjourned meeting any business may be transacted which might have been transacted at the meeting as originally notified. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less a quorum. At all meetings act of the Members, a Member may vote by proxy executed except with respect to those matters set forth in writing by this Agreement that specifically require the Member or unanimous Vote of the Members; provided that in the case of actions requiring the unanimous Vote of the Members, such act is evidenced by a duly authorized attorney-in-fact of the Member. Such proxy shall be filed with the Company before or at the time of the meeting. A Member of the Company who is present at a meeting of the Members at which action on any matter is taken shall be presumed to have assented to written consent describing the action taken, unless the dissent of such Member shall be entered in the minutes of the meeting or unless such Member shall file a written dissent to such action with the person acting as the secretary of the meeting before the meeting’s adjournment. Such right to dissent shall not apply to a Member who voted in favor of such action. Unless otherwise provided by law, any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject. Members of the Company may participate in any meeting of the Members by means of conference telephone or similar communication if all persons participating in such meeting can hear one another for the entire discussion of the matters to be vote upon. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting. (Check if Applicable)Members.

Meetings of Members. The annual meeting of the Members shall be held on the 1st of July (day/month) at the principal office of the Company or at such other time and place as the Members determine, for the purpose of transacting such business as may may. lawfully come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. The Members may by resolution prescribe the time and place for the holding of regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. Special meetings of the Members, for any purpose or purposes, may be called by any Members (or such other number of Members as the Members from time to time may specify). Received by NSD/FARA Registration Unit 09/16/2018 1:19:27 AM Received by NSD/FARA Registration Unit 09/16/2018 1:19:27 AM Written or electronic notice stating the place, day date, and hour time of the meeting and, in the case of a special meeting, the purpose means of electronic video screen communication or transmission, iif any, and describing the purposes for which the meeting is called, shall be delivered not less fewer than three ten (10) days arid not more than sixty (60) days before the date of the meeting to each Member, by or at the direction of the Manager or the Member(s) calling the meeting, either personally or by mail, to each Member of record entitled to vote at such meeting. When all as the Members of the Company are present at any meeting, or if those not present sign a written waiver of notice of such meeting, or subsequently ratify all the proceedings thereof, the transactions of such meeting shall be valid as if a meeting had been formally called and notice had been givencase may be. At any meeting of the Members, the presence of Members holding a majority of the Members’ Percentage Interests, as determined from the books of the Company, represented in person or by proxy, shall constitute a quorum for the conduct of the general business of the Company. However, if any particular action by the Company shall require the vote or consent of some other number or percentage of Members pursuant to this Agreement, a quorum for the purpose of taking such action shall require such other number or percentage of Members. If a quorum is not present, the meeting may be adjourned from time dme to time without further notice, and if a quorum is present at the the: adjourned meeting any business may be transacted which might have been transacted at the meeting as originally notified. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less a quorum. At all meetings of the Members, a Member may vote by proxy executed in writing by the Member or by a duly authorized attorney-in-fact of the Member. Such proxy shall be filed with the Company before or at the time of the meeting. A Member of the Company who is present at a meeting of the Members at which action on any matter is taken shall be presumed to have assented to the action taken, unless the dissent of such Member shall be entered in the minutes of the meeting or unless such Member shall file a file.a written dissent to such action with the person acting as the secretary of the meeting before the meeting’s adjournment. Such right to dissent shall not apply to a Member who voted in favor of such action. Unless otherwise provided by law, any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject. Members of the Company may participate in any meeting of the Members by means of conference telephone or similar communication if all persons participating in such meeting can hear one another for the entire discussion of the matters to be vote upon. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting. (Check if Applicable).

Meetings of Members. The annual meeting of the Members shall be held on _ (day/month) at the principal office of the Company or at such other time and place as the Members determine, for the purpose of transacting such business as may lawfully come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. The Members may by resolution prescribe the time and place for the holding of regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. Special meetings of the Members, for any purpose or purposes, may be called by any _ Members (or such other number of Members as the Members from time to time may specify). Written or electronic notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than three days before the date of the meeting, either personally or by mail, to each Member of record entitled to vote at such meeting. When all the Members of the Company are present at any meeting, or if those not present sign a written waiver of notice of such meeting, or subsequently ratify all the proceedings thereof, the transactions of such meeting shall be valid as if a meeting had been formally called and notice had been given. At any meeting of the Members, the presence of Members holding a majority of the Members’ Percentage Interests, as determined from the books of the Company, represented in person or by proxy, shall constitute a quorum for the conduct of the general business of the Company. However, if any particular action by the Company shall require the vote or consent of some other number or percentage of Members pursuant to this Agreement, a quorum for the purpose of taking such action shall require such other number or percentage of Members. If a quorum is not present, the meeting may be adjourned from time to time without further notice, and if a quorum is present at the adjourned meeting any business may be transacted which might have been transacted at the meeting as originally notified. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less a quorum. At all meetings of the Members, a Member may vote by proxy executed in writing by the Member or by a duly authorized attorney-in-fact of the Member. Such proxy shall be filed with the Company before or at the time of the meeting. A Member of the Company who is present at a meeting of the Members at which action on any matter is taken shall be presumed to have assented to the action taken, unless the dissent of such Member shall be entered in the minutes of the meeting or unless such Member shall file a written dissent to such action with the person acting as the secretary of the meeting before the meeting’s adjournment. Such right to dissent shall not apply to a Member who voted in favor of such action. Unless otherwise provided by law, any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject. Members of the Company may participate in any meeting of the Members by means of conference telephone or similar communication if all persons participating in such meeting can hear one another for the entire discussion of the matters to be vote upon. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting. (Check if ApplicableCHECK IF APPLICABLE)

Meetings of Members. The An annual meeting of the Members shall be held on (day/month) at the principal office of the Company or at such other time and place as the Members determineBoard of Directors shall specify, for which date shall be within 13 months after the purpose last annual meeting of transacting Members, but failure to hold any such business as may lawfully come before the meeting. If the day fixed for the annual meeting shall not affect otherwise valid acts of the Company or work a forfeiture or dissolution of the Company. Members holding at least 20% of all Units of Common Membership Interests or any Director may also call a meeting of the Members, and a meeting may be a legal holiday, such called as provided in Section 3.7 hereof. Any meeting shall be held on the next succeeding business day. The Members may by resolution prescribe the time and place for the holding of regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. Special meetings of the Members, for any purpose or purposes, may be called by any Members (or such other number of Members as the Members from time to time may specify). Written or electronic notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than three 10 nor more than 50 days before after the date of written notice thereof, at such place in or outside of Louisiana as the notice shall specify. The notice shall describe the matters to be considered at the meeting, either personally or by mail, to each Member and no matter other than those described in the notice may be taken up at the meeting. Members holding a Majority of record the Units entitled to vote at such meeting. When all the Members of the Company are present at any meeting, or if those not present sign shall constitute a written waiver of notice of such meeting, or subsequently ratify all the proceedings thereof, the transactions of such meeting shall be valid as if a meeting had been formally called and notice had been given. At quorum with respect to any meeting of the Members, the presence of and Members holding a majority Majority of the Members’ Percentage Interests, as determined from the books Units of the Company, represented in person or by proxy, any class shall constitute a quorum for with respect to Members holding that class of Units. Unless otherwise provided in the conduct Articles of the general business of the Company. HoweverOrganization, if any particular action by the Company shall require the vote or consent of some other number or percentage of Members pursuant to this Agreement, once a quorum for the purpose of taking such action shall require such other number or percentage of Members. If a quorum is not present, the meeting may be adjourned from time to time without further notice, and if a quorum is present at the adjourned meeting any business may be transacted which might have been transacted at the meeting as originally notified. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less a quorum. At all meetings of the Members, a Member may vote by proxy executed in writing by the Member or by a duly authorized attorney-in-fact of the Member. Such proxy shall be filed with the Company before or at the time of the meeting. A Member of the Company who is present at a meeting of Members, the Members represented in person or by proxy at which action on any matter is taken shall be presumed to have assented to the action taken, unless the dissent of such Member shall be entered in the minutes of the meeting or unless may conduct such Member shall file a written dissent to such action with the person acting business as the secretary of may be properly brought before the meeting before until it is adjourned, and the subsequent withdrawal from the meeting of any Members or the refusal of any Member represented in person or by proxy to vote shall not affect the presence of a quorum at the meeting’s adjournment. Such right to dissent shall not apply to a Member who voted in favor of such action. Unless otherwise provided in the Articles of Organization, the Members represented in person or by law, any action required to be taken proxy at a meeting of Members at which a quorum is not present may adjourn the Members, or any other action which meeting until such time and to such place as may be taken determined by a vote of the holders of a Majority of the Units represented in person or by proxy at that meeting. Any Member attending the meeting shall be deemed to have waived notice thereof unless he or she is attending for the exclusive purpose of objecting to the validity of the meeting. Any Member, whether or not attending, may waive notice by the execution of a written waiver. If all Members waive notice, a meeting shall be valid even though proper or timely notice thereof may not have been given, and any matter may be considered at such a meeting whether or not described in the notice of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject. Members of the Company may participate in any meeting of the Members by means of conference telephone or similar communication if all persons participating in such meeting can hear one another for the entire discussion of the matters to be vote upon. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting. (Check if Applicable).

Meetings of Members. The annual meeting of the Members shall be held on the 29th of July (day/month) at the principal office of the Company or at such other time and place as the Members determine, for the purpose of transacting such business as may lawfully come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. The Members may by resolution prescribe the time and place for the holding of regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. Special meetings of the Members, for any purpose or purposes, may be called by any Members (or such other number of Members as the Members from time to time may specify). Written or electronic notice stating the place, day date, and hour time of the meeting and, in the case of a special meeting, the purpose means of electronic video screen communication or transmission, if any, and describing the purposes for which the meeting is called, shall be delivered not less fewer than three ten (10) days and not more than sixty (60) days before the date of the meeting to each Member, by or at the direction of the Manager or the Member(s) calling the meeting, either personally or by mail, to each Member of record entitled to vote at such meeting. When all as the Members of the Company are present at any meeting, or if those not present sign a written waiver of notice of such meeting, or subsequently ratify all the proceedings thereof, the transactions of such meeting shall be valid as if a meeting had been formally called and notice had been givencase may be. At any meeting of the Members, the presence of Members holding a majority of the Members’ Percentage Interests, as determined from the books of the Company, represented in person or by proxy, shall constitute a quorum for the conduct of the general business of the Company. However, if any particular action by the Company shall require the vote or consent of some other number or percentage of Members pursuant to this Agreement, a quorum for the purpose of taking such action shall require such other number or percentage of Members. If a quorum is not present, the meeting may be adjourned from time to time without further notice, and if a quorum is present at the adjourned meeting any business may be transacted which might have been transacted at the meeting as originally notified. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less a quorum. At all meetings of the Members, a Member may vote by proxy executed in writing by the Member or by a duly authorized attorney-in-fact of the Member. Such proxy shall be filed with the Company before or at the time of the meeting. A Member of the Company who is present at a meeting of the Members at which action on any matter is taken shall be presumed to have assented to the action taken, unless the dissent of such Member shall be entered in the minutes of the meeting or unless such Member shall file a written dissent to such action with the person acting as the secretary of the meeting before the meeting’s adjournment. Such right to dissent shall not apply to a Member who voted in favor of such action. Unless otherwise provided by law, any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject. Members of the Company may participate in any meeting of the Members by means of conference telephone or similar communication if all persons participating in such meeting can hear one another for the entire discussion of the matters to be vote voted upon. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting. (Check if Applicable).

Meetings of Members. The annual meeting of the Members shall be held on the 1st of February (day/month) at the principal office of the Company or at such other time and place as the Members determine, for the purpose of transacting such business as may lawfully come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. The Members may by resolution prescribe the time and place for the holding of regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. Special meetings of the Members, for any purpose or purposes, may be called by any Members (or such other number of Members as the Members from time to time may specify). Written or electronic notice stating the place, day date, and hour time of the meeting and, in the case of a special meeting, the purpose means of electronic video screen communication or transmission, if any, and describing the purposes for which the meeting is called, shall be delivered not less fewer than three ten (10) days and not more than sixty (60) days before the date of the meeting to each Member, by or at the direction of the Manager or the Member(s) calling the meeting, either personally or by mail, to each Member of record entitled to vote at such meeting. When all as the Members of the Company are present at any meeting, or if those not present sign a written waiver of notice of such meeting, or subsequently ratify all the proceedings thereof, the transactions of such meeting shall be valid as if a meeting had been formally called and notice had been givencase may be. At any meeting of the Members, the presence of Members holding a majority of the Members’ Percentage Interests, as determined from the books of the Company, represented in person or by proxy, shall constitute a quorum for the conduct of the general business of the Company. However, if any particular action by the Company shall require the vote or consent of some other number or percentage of Members pursuant to this Agreement, a quorum for the purpose of taking such action shall require such other number or percentage of Members. If a quorum is not present, the meeting may be adjourned from time to time without further notice, and if a quorum is present at the adjourned meeting any business may be transacted which might have been transacted at the meeting as originally notified. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less a quorum. At all meetings of the Members, a Member may vote by proxy executed in writing by the Member or by a duly authorized attorney-in-fact of the Member. Such proxy shall be filed with the Company before or at the time of the meeting. A Member of the Company who is present at a meeting of the Members at which action on any matter is taken shall be presumed to have assented to the action taken, unless the dissent of such Member shall be entered in the minutes of the meeting or unless such Member shall file a written dissent to such action with the person acting as the secretary of the meeting before the meeting’s adjournment. Such right to dissent shall not apply to a Member who voted in favor of such action. Unless otherwise provided by law, any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject. Members of the Company may participate in any meeting of the Members by means of conference telephone or similar communication if all persons participating in such meeting can hear one another for the entire discussion of the matters to be vote upon. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting. (Check if Applicable).

Meetings of Members. The annual meeting of the Members shall be held on the 1st of October (day/month) at the principal office of the Company or at such other time and place as the Members determine, for the purpose of transacting such business as may lawfully come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. The Members may by resolution prescribe the time and place for the holding of regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. Special meetings of the Members, for any purpose or purposes, may be called by any Members (or such other number of Members as the Members from time to time may specify). Written or electronic notice stating the place, day date, and hour time of the meeting and, in the case of a special meeting, the purpose means of electronic video screen communication or transmission, if any, and describing the purposes for which the meeting is called, shall be delivered not less fewer than three ten (10) days and not more than sixty (60) days before the date of the meeting to each Member, by or at the direction of the Manager or the Member(s) calling the meeting, either personally or by mail, to each Member of record entitled to vote at such meeting. When all as the Members of the Company are present at any meeting, or if those not present sign a written waiver of notice of such meeting, or subsequently ratify all the proceedings thereof, the transactions of such meeting shall be valid as if a meeting had been formally called and notice had been givencase may be. At any meeting of the Members, the presence of Members holding a majority of the Members’ Percentage Interests, as determined from the books of the Company, represented in person or by proxy, shall constitute a quorum for the conduct of the general business of the Company. However, if any particular action by the Company shall require the vote or consent of some other number or percentage of Members pursuant to this Agreement, a quorum for the purpose of taking such action shall require such other number or percentage of Members. If a quorum is not present, the meeting may be adjourned from time to time without further notice, and if a quorum is present at the adjourned meeting any business may be transacted which might have been transacted at the meeting as originally notified. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less a quorum. At all meetings of the Members, a Member may vote by proxy executed in writing by the Member or by a duly authorized attorney-in-fact of the Member. Such proxy shall be filed with the Company before or at the time of the meeting. A Member of the Company who is present at a meeting of the Members at which action on any matter is taken shall be presumed to have assented to the action taken, unless the dissent of such Member shall be entered in the minutes of the meeting or unless such Member shall file a written dissent to such action with the person acting as the secretary of the meeting before the meeting’s adjournment. Such right to dissent shall not apply to a Member who voted in favor of such action. Unless otherwise provided by law, any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject. Members of the Company may participate in any meeting of the Members by means of conference telephone or similar communication if all persons participating in such meeting can hear one another for the entire discussion of the matters to be vote voted upon. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting. (Check if Applicable).

Meetings of Members. The annual meeting of the Members shall be held on __________ (day/month) at the principal office of the Company or at such other time and place as the Members determine, for the purpose of transacting such business as may lawfully come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. The Members may by resolution prescribe the time and place for the holding of regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. Special meetings of the Members, for any purpose or purposes, may be called by any __________ Members (or such other number of Members as the Members from time to time may specify). Written or electronic notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than three days before the date of the meeting, either personally or by mail, to each Member of record entitled to vote at such meeting. When all the Members of the Company are present at any meeting, or if those not present sign a written waiver of notice of such meeting, or subsequently ratify all the proceedings thereof, the transactions of such meeting shall be valid as if a meeting had been formally called and notice had been given. At any meeting of the Members, the presence of Members holding a majority of the Members’ Percentage Interests, as determined from the books of the Company, represented in person or by proxy, shall constitute a quorum for the conduct of the general business of the Company. However, if any particular action by the Company shall require the vote or consent of some other number or percentage of Members pursuant to this Agreement, a quorum for the purpose of taking such action shall require such other number or percentage of Members. If a quorum is not present, the meeting may be adjourned from time to time without further notice, and if a quorum is present at the adjourned meeting any business may be transacted which might have been transacted at the meeting as originally notified. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less a quorum. At all meetings of the Members, a Member may vote by proxy executed in writing by the Member or by a duly authorized attorney-in-fact of the Member. Such proxy shall be filed with the Company before or at the time of the meeting. A Member of the Company who is present at a meeting of the Members at which action on any matter is taken shall be presumed to have assented to the action taken, unless the dissent of such Member shall be entered in the minutes of the meeting or unless such Member shall file a written dissent to such action with the person acting as the secretary of the meeting before the meeting’s adjournment. Such right to dissent shall not apply to a Member who voted in favor of such action. Unless otherwise provided by law, any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject. Members of the Company may participate in any meeting of the Members by means of conference telephone or similar communication if all persons participating in such meeting can hear one another for the entire discussion of the matters to be vote upon. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting. (Check if Applicable).

Meetings of Members. The annual meeting of the Members shall be held on _____________________________ (day/month) at the principal office of the Company or at such other time and place as the Members determine, for the purpose of transacting such business as may lawfully come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. The Members may by resolution prescribe the time and place for the holding of regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. Special meetings of the Members, for any purpose or purposes, may be called by any ___ Members (or such other number of Members as the Members from time to time may specify). Written or electronic notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than three days before the date of the meeting, either personally or by mail, to each Member of record entitled to vote at such meeting. When all the Members of the Company are present at any meeting, or if those not present sign a written waiver of notice of such meeting, or subsequently ratify all the proceedings thereof, the transactions of such meeting shall be valid as if a meeting had been formally called and notice had been given. At any meeting of the Members, the presence of Members holding a majority of the Members’ Percentage Interests, as determined from the books of the Company, represented in person or by proxy, shall constitute a quorum for the conduct of the general business of the Company. However, if any particular action by the Company shall require the vote or consent of some other number or percentage of Members pursuant to this Agreement, a quorum for the purpose of taking such action shall require such other number or percentage of Members. If a quorum is not present, the meeting may be adjourned from time to time without further notice, and if a quorum is present at the adjourned meeting any business may be transacted which might have been transacted at the meeting as originally notified. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less a quorum. At all meetings of the Members, a Member may vote by proxy executed in writing by the Member or by a duly authorized attorney-in-fact of the Member. Such proxy shall be filed with the Company before or at the time of the meeting. A Member of the Company who is present at a meeting of the Members at which action on any matter is taken shall be presumed to have assented to the action taken, unless the dissent of such Member shall be entered in the minutes of the meeting or unless such Member shall file a written dissent to such action with the person acting as the secretary of the meeting before the meeting’s adjournment. Such right to dissent shall not apply to a Member who voted in favor of such action. Unless otherwise provided by law, any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject. Members of the Company may participate in any meeting of the Members by means of conference telephone or similar communication if all persons participating in such meeting can hear one another for the entire discussion of the matters to be vote upon. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting. (Check if ApplicableCHECK IF APPLICABLE)

Meetings of Members. The annual meeting of the Members shall be held on (day/month) at the principal office of the Company or at such other time and place as the Members determine, for the purpose of transacting such business as may lawfully come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. The Members may by resolution prescribe the time and place for the holding of regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. Special meetings of the Members, for any purpose or purposes, may be called by any Members (or such other number of Members as the Members from time to time may specify). Written or electronic notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than three days before the date of the meeting, either personally or by mail, to each Member of record entitled to vote at such meeting. When all the Members of the Company are present at any meeting, or if those not present sign a written waiver of notice of such meeting, or subsequently ratify all the proceedings thereof, the transactions of such meeting shall be valid as if a meeting had been formally called and notice had been given. At any meeting of the Members, the presence of Members holding a majority of the Members’ Percentage Interests, as determined from the books of the Company, represented in person or by proxy, shall constitute a quorum for the conduct of the general business of the Company. However, if any particular action by the Company shall require the vote or consent of some other number or percentage of Members pursuant to this Agreement, a quorum for the purpose of taking such action shall require such other number or percentage of Members. If a quorum is not present, the meeting may be adjourned from time to time without further notice, and if a quorum is present at the adjourned meeting any business may be transacted which might have been transacted at the meeting as originally notified. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less a quorum. At all meetings of the Members, a Member may vote by proxy executed in writing by the Member or by a duly authorized attorney-in-fact of the Member. Such proxy shall be filed with the Company before or at the time of the meeting. A Member of the Company who is present at a meeting of the Members at which action on any matter is taken shall be presumed to have assented to the action taken, unless the dissent of such Member shall be entered in the minutes of the meeting or unless such Member shall file a written dissent to such action with the person acting as the secretary of the meeting before the meeting’s adjournment. Such right to dissent shall not apply to a Member who voted in favor of such action. Unless otherwise provided by law, any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject. Members of the Company may participate in any meeting of the Members by means of conference telephone or similar communication if all persons participating in such meeting can hear one another for the entire discussion of the matters to be vote upon. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting. (Check if Applicable)) □ - MULTI-MEMBER: Assignment of Interests Except as otherwise provided in this Agreement, no Member or other person holding any interest in the Company may assign, pledge, hypothecate, transfer or otherwise dispose of all or any part of their interest in the Company, including without limitation, the capital, profits or distributions of the Company without the prior written consent of the other Members in each instance. The Members agree that no Member may voluntarily withdraw from the Company without the unanimous vote or consent of the Members. A Member may assign all or any part of such Member’s interest in the allocations and distributions of the Company to any of the following (collectively the “permitted assignees”): any person, corporation, partnership or other entity as to which the Company has given consent to the assignment of such interest in the allocations and distributions of the Company by the affirmative vote or consent of Members holding a majority of the Members’ Percentage Interests. An assignment to a permitted assignee shall only entitle the permitted assignee to the allocations and distributions to which the assigned interest is entitled, unless such permitted assignee applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. An assignment, pledge, hypothecation, transfer or other disposition of all or any part of the interest of a Member in the Company or other person holding any interest in the Company in violation of the provisions hereof shall be null and void for all purposes. No assignment, transfer or other disposition of all or any part of the interest of any Member permitted under this Agreement shall be binding upon the Company unless and until a duly executed and acknowledged counterpart of such assignment or instrument of transfer, in form and substance satisfactory to the Company, has been delivered to the Company. No assignment or other disposition of any interest of any Member may be made if such assignment or disposition, alone or when combine with other transactions, would result in the termination of the Company within the meaning of Section 708 of the Internal Revenue Code or under any other relevant section of the Code or any successor statute. No assignment or other disposition of any interest of any Member may be made without an opinion of counsel satisfactory to the Company that such assignment or disposition is subject to an effective registration under, or exempt from the registration requirements of, the applicable Federal and State securities laws. No interest in the Company may be assigned or given to any person below the age of 21 years or to a person who has been adjudged to be insane or incompetent. Anything herein contained to the contrary, the Company shall be entitled to treat the record holder of the interest of a Member as the absolute owner thereof, and shall incur no liability by reason of distributions made in good faith to such record holder, unless and until there has been delivered to the Company the assignment or other instrument of transfer and such other evidence as may be reasonably required by the Company to establish to the satisfaction of the Company that an interest has been assigned or transferred in accordance with this Agreement. (Check One) □ - SINGLE-MEMBER: Ownership of Company Property. The Company’s assets shall be deemed owned by the Company as an entity, and the Member shall have no ownership interest in such assets or any portion thereof. Title to any or all such Company assets may be held in the name of the Company, one or more nominees or in “street name”, as the Member may determine. Except as limited by the Statutes, the Member may engage in other business ventures of any nature, including, without limitation by specification, the ownership of another business similar to that operated by the Company. The Company shall not have any right or interest in any such independent ventures or to the income and profits derived therefrom.

Meetings of Members. The annual meeting of the Members shall be held on , (day/month/time) at the principal office of the Company or at such other time and place as the Members determine, for the purpose of transacting such business as may lawfully come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. The Members may by resolution prescribe the time and place for the holding of regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. Special meetings of the Members, for any purpose or purposes, may be called by any Members (or such other number of Members as the Members from time to time may specify). Written or electronic notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than three days before the date of the meeting, either personally or by mail, to each Member of record entitled to vote at such meeting. When all the Members of the Company are present at any meeting, or if those not present sign a written waiver of notice of such meeting, or subsequently ratify all the proceedings thereof, the transactions of such meeting shall be valid as if a meeting had been formally called and notice had been given. At any meeting of the Members, the presence of Members holding a majority of the Members’ Percentage Interests, as determined from the books of the Company, represented in person or by proxy, shall constitute a quorum for the conduct of the general business of the Company. However, if any particular action by the Company shall require the vote or consent of some other number or percentage of Members pursuant to this Agreement, a quorum for the purpose of taking such action shall require such other number or percentage of Members. If a quorum is not present, the meeting may be adjourned from time to time without further notice, and if a quorum is present at the adjourned meeting any business may be transacted which might have been transacted at the meeting as originally notified. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less a quorum. At all meetings of the Members, a Member may vote by proxy executed in writing by the Member or by a duly authorized attorney-in-fact of the Member. Such proxy shall be filed with the Company before or at the time of the meeting. A Member of the Company who is present at a meeting of the Members at which action on any matter is taken shall be presumed to have assented to the action taken, unless the dissent of such Member shall be entered in the minutes of the meeting or unless such Member shall file a written dissent to such action with the person acting as the secretary of the meeting before the meeting’s adjournment. Such right to dissent shall not apply to a Member who voted in favor of such action. Unless otherwise provided by law, any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject. Members of the Company may participate in any meeting of the Members by means of conference telephone or similar communication if all persons participating in such meeting can hear one another for the entire discussion of the matters to be vote upon. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting. (Check CHECK IF APPLICABLE) ☐ - MULTI-MEMBER: Assignment of Interests Except as otherwise provided in this Agreement, no Member or other person holding any interest in the Company may assign, pledge, hypothecate, transfer or otherwise dispose of all or any part of their interest in the Company, including without limitation, the capital, profits or distributions of the Company without the prior written consent of the other Members in each instance. The Members agree that no Member may voluntarily withdraw from the Company without the unanimous vote or consent of the Members. A Member may assign all or any part of such Member’s interest in the allocations and distributions of the Company to any of the following (collectively the “permitted assignees”): any person, corporation, partnership or other entity as to which the Company has given consent to the assignment of such interest in the allocations and distributions of the Company by the affirmative vote or consent of Members holding a majority of the Members’ Percentage Interests. An assignment to a permitted assignee shall only entitle the permitted assignee to the allocations and distributions to which the assigned interest is entitled, unless such permitted assignee applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. An assignment, pledge, hypothecation, transfer or other disposition of all or any part of the interest of a Member in the Company or other person holding any interest in the Company in violation of the provisions hereof shall be null and void for all purposes. No assignment, transfer or other disposition of all or any part of the interest of any Member permitted under this Agreement shall be binding upon the Company unless and until a duly executed and acknowledged counterpart of such assignment or instrument of transfer, in form and substance satisfactory to the Company, has been delivered to the Company. No assignment or other disposition of any interest of any Member may be made if Applicablesuch assignment or disposition, alone or when combine with other transactions, would result in the termination of the Company within the meaning of Section 708 of the Internal Revenue Code or under any other relevant section of the Code or any successor statute. No assignment or other disposition of any interest of any Member may be made without an opinion of counsel satisfactory to the Company that such assignment or disposition is subject to an effective registration under, or exempt from the registration requirements of, the applicable Federal and State securities laws. No interest in the Company may be assigned or given to any person below the age of 21 years or to a person who has been adjudged to be insane or incompetent. Anything herein contained to the contrary, the Company shall be entitled to treat the record holder of the interest of a Member as the absolute owner thereof, and shall incur no liability by reason of distributions made in good faith to such record holder, unless and until there has been delivered to the Company the assignment or other instrument of transfer and such other evidence as may be reasonably required by the Company to establish to the satisfaction of the Company that an interest has been assigned or transferred in accordance with this Agreement. (CHECK ONE) ☐ - SINGLE-MEMBER: Ownership of Company Property. The Company’s assets shall be deemed owned by the Company as an entity, and the Member shall have no ownership interest in such assets or any portion thereof. Title to any or all such Company assets may be held in the name of the Company, one or more nominees or in “street name”, as the Member may determine. Except as limited by the Statutes, the Member may engage in other business ventures of any nature, including, without limitation by specification, the ownership of another business similar to that operated by the Company. The Company shall not have any right or interest in any such independent ventures or to the income and profits derived therefrom. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - OR - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ☐ - MULTI-MEMBER: Right of First Refusal If a Member desires to sell, transfer or otherwise dispose of all or any part of their interest in the Company, such Member (the “Selling Member”) shall first offer to sell and convey such interest to the other Members before selling, transferring or otherwise disposing of such interest to any other person, corporation or other entity. Such offer shall be in writing, shall be given to every other Member, and shall set forth the interest to be sold, the purchase price to be paid, the date on which the closing is to take place (which date shall be not less than thirty nor more than sixty days after the delivery of the offer), the location at which the closing is to take place, and all other material terms and conditions of the sale, transfer or other disposition. Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other Members may elect to accept the offer, and if more than one of the other Members elects to accept the offer, the interest being sold and the purchase price therefore shall be allocated among the Members so accepting the offer in proportion to their Members’ Percentage Interests, unless they otherwise agree in writing. If any or all of the other Members elect to accept the offer, then the closing of title shall be held in accordance with the offer and the Selling Member shall deliver to the other Members who have accepted the offer an assignment of the interest being sold by the Selling Member, and said other Members shall pay the purchase price prescribed in the offer. If no other Member accepts the offer, or if the Members who have accepted such offer default in their obligations to purchase the interest, then the Selling Member within 120 days after the delivery of the offer may sell such interest to any other person or entity at a purchase price which is not less than the purchase price prescribed in the offer and upon the terms and conditions which are substantially the same as the terms and conditions set forth in the offer, provided all other applicable requirements of this Agreement are complied with. An assignment of such interest to a person or entity who is not a Member of the Company shall only entitle such person or entity to the allocations and distributions to which the assigned interest is entitled, unless such person or entity applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. If the Selling Member does not sell such interest within said 120 days, then the Selling Member may not thereafter sell such interest without again offering such interest to the other Members in accordance with this Agreement. (CHECK IF APPLICABLE) ☐ - MULTI-MEMBER: Admission of New Members The Company may admit new Members (or transferees of any interests of existing Members) into the Company by the unanimous vote or consent of the Members. As a condition to the admission of a new Member, such Member shall execute and acknowledge such instruments, in form and substance satisfactory to the Company, as the Company may deem necessary or desirable to effectuate such admission and to confirm the agreement of such Member to be bound by all of the terms, covenants and conditions of this Agreement, as the same may have been amended. Such new Member shall pay all reasonable expenses in connection with such admission, including without limitation, reasonable attorneys’ fees and the cost of the preparation, filing or publication of any amendment to this Agreement or the Articles of Organization, which the Company may deem necessary or desirable in connection with such admission. No new Member shall be entitled to any retroactive allocation of income, losses, or expense deductions of the Company. The Company may make pro rata allocations of income, losses or expense deductions to a new Member for that portion of the tax year in which the Member was admitted in accordance with Section 706(d) of the Internal Revenue Code and regulations thereunder. In no event shall a new Member be admitted to the Company if such admission would be in violation of applicable Federal or State securities laws or would adversely affect the treatment of the Company as a partnership for income tax purposes. (CHECK IF APPLICABLE) ☐ - MULTI-MEMBER: Withdrawal Events In the event of the death, retirement, withdrawal, expulsion, or dissolution of a Member, or an event of bankruptcy or insolvency, as hereinafter defined, with respect to a Member, or the occurrence of any other event which terminates the continued membership of a Member in the Company pursuant to the Statutes (each of the foregoing being hereinafter referred to as a “Withdrawal Event”), the Company shall terminate sixty days after notice to the Members of such withdrawal Event unless the business of the Company is continued as hereinafter provided. Notwithstanding a Withdrawal Event with respect to a Member, the Company shall not terminate, irrespective of applicable law, if within aforesaid sixty-day period the remaining Members, by the unanimous vote or consent of the Members (other than the Member who caused the Withdrawal Event), shall elect to continue the business of the Company. In the event of a Withdrawal Event with respect to a Member, any successor in interest to such Member (including without limitation any executor, administrator, heir, committee, guardian, or other representative or successor) shall not become entitled to any rights or interests of such Member in the Company, other than the allocations and distributions to which such Member is entitled, unless such successor in interest is admitted as a Member in accordance with this Agreement. An “event of bankruptcy or insolvency” with respect to a Member shall occur if such Member: (1) applies for or consents to the appointment of a receiver, trustee or liquidator of all or a substantial part of their assets; or (2) makes a general assignment for the benefit of creditors; or

Meetings of Members. The annual meeting of the Members shall be held on (day/month) at the principal office of the Company or at such other time and place as the Members determine, for the purpose of transacting such business as may lawfully come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. The Members may by resolution prescribe the time and place for the holding of regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. Special meetings Meetings of the Members, for any purpose or purposes, may be be, but are not required to be, called by Members holding more than 50% of the Equity Interests. Without limiting the foregoing, meetings of the Members with respect to those matters that require the affirmative Vote of all Members pursuant to Section 6.4 are not required if the GCI Member or the CEO sends a Member Approval Request to the Members with respect to such matter. [a] The CEO may designate any Members (place within Anchorage, Alaska, or such other number of Members city as the Members from time to time may specify)unanimously agree, as the place for any meeting of the Members. Written or electronic notice stating [b] Notice of any meeting of the Members must be given not less than five Business Days nor more than 30 days before the date of the meeting. Such Notice must state the place, day day, and hour of the meeting and, in the case of a special meeting, and the purpose for which the meeting is called. Any Member may waive, shall in writing, any Notice of a meeting of the Members required to be delivered not less than three days given to such Member, whether before or after the time stated in such Notice. Any Member who signs minutes of action (or written consent or agreement) will be deemed to have waived any required Notice with respect to such action. For the purpose of determining Members entitled to Notice of or to Vote at any meeting of Members, the date on which Notice of the meeting is first given will be the record date for the determination of Members. Any such determination of Members entitled to Vote at any meeting of Members will apply to any adjournment of a meeting. [c] A quorum at any meeting of Members will consist of Members owning more than 75% of the Equity Interests held by all Members. Any meeting of Members at which a quorum is not present may adjourn the meeting to a place, day and hour without further Notice, provided that at such adjourned meeting, either personally or by mail, to each Member of record entitled to vote at such the only business that may be conducted are the matters that were set forth in the Notice for the original meeting. When all 50 Information indicated by [***] in the Members text has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of the Company are 1934. [d] If a quorum is present at any meeting, or if those not present sign a written waiver of notice of such meeting, or subsequently ratify all the proceedings thereof, the transactions of such meeting shall be valid as if a meeting had been formally called and notice had been given. At any meeting of the Members, the presence affirmative Vote of Members holding a majority of the Members’ Percentage Interests, as determined from Equity Interests will be the books act of the CompanyMembers, represented except with respect to those matters set forth in person or by proxy, shall constitute a quorum for this Agreement that specifically require the conduct unanimous Vote of the general business Members; provided that in the case of actions requiring the unanimous Vote of the Company. HoweverMembers, if any particular such act is evidenced by a written consent describing the action taken, signed by the Company shall require the vote or consent of some other number or percentage of Members pursuant to this Agreement, a quorum for the purpose of taking such action shall require such other number or percentage of all Members. If a quorum is not present, the [e] At any meeting may be adjourned from time to time without further notice, and if a quorum is present at the adjourned meeting any business may be transacted which might have been transacted at the meeting as originally notified. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less a quorum. At all meetings of the Members, a Member may vote Vote in person or by written proxy executed in writing given to another Person. Such proxy must be signed by the Member or by a duly authorized attorney-in-fact of the Member. Such proxy shall be and filed with the Company before or at the time of the meeting. A No proxy will be valid after 11 months from the date of its signing unless otherwise provided in the proxy. Attendance at the meeting by the Member giving the proxy will revoke the proxy during the period of attendance. [f] The Members may participate in a meeting by means of conference telephone or similar communications equipment by which all Members participating in the meeting can hear each other at the same time. Such participation will constitute presence in person at the meeting and waiver of any required Notice, except when the Member so participates for the express purpose of objecting, at the beginning of the Company who is present at a meeting of the Members at which action on any matter is taken shall be presumed to have assented meeting, to the action taken, unless the dissent transaction of such Member shall be entered in the minutes of any business because the meeting is not lawfully called or unless such Member shall file a written dissent to such action with the person acting as the secretary of the meeting before the meeting’s adjournmentconvened. Such right to dissent shall not apply to a Member who voted in favor of such action. Unless otherwise provided by law, any [g] Any action required or permitted to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, Members may be taken without a meeting if a consent in writing, setting forth the action so is evidenced by one or more written consents describing the action taken, shall be signed by all of Members owning total Equity Interests sufficient for the particular action as set forth in Article 6 or as set forth elsewhere in this Agreement. Action so taken is effective when sufficient Members entitled approving the action have signed the consent, unless the consent specifies a later effective date. [h] Except as expressly provided elsewhere in this Agreement, with respect to vote any action or decision with respect to the subject. Members Company or its Subsidiaries that does not expressly require the unanimous Vote of the Company Members in accordance with this Agreement, the GCI Member may participate make such decision or Vote in any favor of or cause such action to be taken without notice, without calling a meeting of the Members by means of conference telephone or similar communication if all persons participating in and without evidencing such meeting can hear one another for the entire discussion of the matters to be vote upon. Participation action in a meeting pursuant to this paragraph shall constitute presence in person at such meeting. (Check if Applicable)written consent or other writing.

Meetings of Members. The annual meeting of the Members shall be held on _____________________________ (day/month) at the principal office of the Company or at such other time and place as the Members determine, for the purpose of transacting such business as may lawfully come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. The Members may by resolution prescribe the time and place for the holding of regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. Special meetings of the Members, for any purpose or purposes, may be called by any ___ Members (or such other number of Members as the Members from time to time may specify). Written or electronic notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than three days before the date of the meeting, either personally or by mail, to each Member of record entitled to vote at such meeting. When all the Members of the Company are present at any meeting, or if those not present sign a written waiver of notice of such meeting, or subsequently ratify all the proceedings thereof, the transactions of such meeting shall be valid as if a meeting had been formally called and notice had been given. At any meeting of the Members, the presence of Members holding a majority of the Members’ Percentage Interests, as determined from the books of the Company, represented in person or by proxy, shall constitute a quorum for the conduct of the general business of the Company. However, if any particular action by the Company shall require the vote or consent of some other number or percentage of Members pursuant to this Agreement, a quorum for the purpose of taking such action shall require such other number or percentage of Members. If a quorum is not present, the meeting may be adjourned from time to time without further notice, and if a quorum is present at the adjourned meeting any business may be transacted which might have been transacted at the meeting as originally notified. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less a quorum. At all meetings of the Members, a Member may vote by proxy executed in writing by the Member or by a duly authorized attorney-in-fact of the Member. Such proxy shall be filed with the Company before or at the time of the meeting. A Member of the Company who is present at a meeting of the Members at which action on any matter is taken shall be presumed to have assented to the action taken, unless the dissent of such Member shall be entered in the minutes of the meeting or unless such Member shall file a written dissent to such action with the person acting as the secretary of the meeting before the meeting’s adjournment. Such right to dissent shall not apply to a Member who voted in favor of such action. Unless otherwise provided by law, any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject. Members of the Company may participate in any meeting of the Members by means of conference telephone or similar communication if all persons participating in such meeting can hear one another for the entire discussion of the matters to be vote upon. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting. (Check if Applicable).

Meetings of Members. (Applies ONLY if Multi-Member): The regular annual meeting of the Members shall will be held each year on (day/month) at a specified date by giving each member 30-days’ notice, in writing, prior to the meeting date. The meeting will be held in the principal office offices of the Company or at such other time and another place as the Members determine, for the purpose of transacting such determine in order to transact business as that may lawfully come be necessary before the annual meeting. If the day fixed for of the annual meeting shall be falls on a legal holiday, such recognized holiday then the meeting shall will be held on the next succeeding business day. The Members may by create a resolution prescribe the to determine a regular time and place for the holding of regular annual meetings and may provide that the adoption of such a resolution shall constitute be construed as notice of such the regular meetings. Special Any Member may call special meetings of the Members, Members for any purpose reason or purposes, may reasons. Members will be called by any Members (or such other number of Members as the Members from time to time may specify). Written provided with written notice or electronic notice stating which includes the place, day date, and hour time of the meeting and, in the case of meeting. If it is a special meeting, meeting then the notice must also contain the purpose for which of the meeting is called, shall meeting. The notice must be delivered not less than at least three days before the meeting date of the meeting, either personally by hand or by mail, mail to each every Member of record entitled to vote at such meetingthat has voting rights. When all the Members every Member of the Company are is present at any a meeting, or if those of the Members that are not present sign provide a signed written waiver of notice of such meeting, the meeting or subsequently ratify all the decisions and proceedings thereofof such a meeting, the transactions of such the meeting shall will be valid in the same way as a formal meeting with due notice will be valid. In any Member’s meeting, if a meeting had been formally called and notice had been given. At any meeting of the Members, the presence of Members holding a majority of the Members’ Percentage InterestsMembers percentage interests are present either in person or through proxy, as majority being determined from by the books and records of the Company, represented it will be considered a quorum for general business proceedings. If a specific action of the Company requires the confirmation or consent of a different percentage of Members outlined in this agreement, the quorum for that action will require that percentage of Members present in person or by through proxy, shall constitute a quorum for the conduct of the general business of the Company. However, if any particular action by the Company shall require the vote or consent of some other number or percentage of Members pursuant to this Agreement, a quorum for the purpose of taking such action shall require such other number or percentage of Members. If a quorum is not presentavailable, the meeting may can be adjourned from time to time without further additional notice, and if . If a quorum is present at available any matter pertaining to the adjourned meeting any business Company may be transacted which might have been transacted at the meeting without giving additional notice as was originally notifiedintended in the notice given. The Members present available at a meeting that has been duly organized meeting may continue will be able to transact business until adjournment, the meeting has been adjourned notwithstanding the withdrawal of enough Members to leave less a quorum. At all meetings of the MembersMember’s meetings, a any Member may will be able to vote by proxy as long as it is executed in writing by the Member in question or by a duly an authorized attorney-in-fact of the Member. Such The proxy shall will be filed with the Company before or at the appointed time of the meetingmeeting or beforehand. A The Member of the Company who is present at a Member’s meeting of the Members at which where any action on any matter is was taken shall will by default be presumed considered to have assented approved of such action to the action be taken, unless the dissent disagreement of such the Member shall be is entered in into the minutes of the meeting or unless such Member shall file the member files a written dissent to such action with the person acting that is presiding as the secretary of the meeting before the meeting’s adjournmentmeeting ends. Such right to dissent shall not apply to a A Member who that voted in favor of such action. Unless otherwise provided by law, any action will not have this right of dissent. Any of the actions that are required to be taken at a meeting of the MembersMember’s meeting, or any other action which may be taken at a meeting of the Membersunless stipulated by law, may can be taken without a meeting if a consent in writing, setting forth writing that details the action so taken, shall be taken is signed by all of the Members entitled to vote with respect to that would have voted at the meeting about the subject. Members of the Company members may participate in any member meeting of the Members by teleconference or similar means of conference telephone or similar communication if communication, provided that all persons participating in such those attending the meeting can hear one another for each other during the entire discussion of the matters to be vote uponvoted on. Participation in a meeting pursuant to in line with this paragraph shall constitute presence be deemed to be present at the meeting in person. Assignment of Interests (Applies ONLY if Multi-Member): Unless stated elsewhere in this Agreement, no Members or other person holding an interest in the Company shall assign, dispose of, transfer, or pledge all or any part of its interest in the Company, including but not limited to capital, profit, or distributions, of the Company without the prior written consent of the other Members. Furthermore, Members agree that Members may not willingly withdraw from the Company without Unanimous vote or consent of the other Members. Members may distribute all of or any part of such a Member’s interest in the Company’s distributions or allocations to the following (known together as Permitted Assignees”): any individual, a corporation, a partnership, or any other entity that Company gives consent to be assigned the interest for the allocation and or distribution of the Company by a confirmatory vote of Members which hold a majority of Member’s percentage interests. The permitted assignee is only entitled to allocations and distributions to which the interest they have been assigned is entitled, unless the permitted assignee seeks permission to join the Company and is admitted to the Company as a Member in line with the provisions of this Agreement. Any assignment, transfer, pledge, or other form of disposal of any or part of a Member’s interest in the Company or that of any other person with an interest in the Company that violates the provisions herein will be null and void. No assignment, transfer, pledge, or other form of disposal of any or part of a Member’s interest in the Company or that of any other person with an interest in the Company will be binding on the Company unless an executed and also acknowledged counterpart of the assignment or transfer instrument, that is satisfactory to the Company, is delivered to the Company. No transfer, assignment, or other form of disposition of the interest of any Member can be made if the transfer assignment or other form of disposition, taken alone or when further combined with other transactions would result in the termination and dissolution of the Company as per the meaning of Section 708 of the Internal Revenue Code, other relevant section of the Code, or any statute that comes after. No transfer, assignment, or other form of disposition of the interest of any Member can be made without seeking an opinion of counsel that is satisfactory to the Company that the proposed transfer, assignment, or other form of disposition required to an effective registration under, or exempt from registration requirements of applicable securities laws at the state and federal level. No person that is under the age of 21 years or someone that has been determined to be incompetent or insane will be assigned or otherwise given any interest in the Company. The Company can treat the holder of the record for the interest of a Member as the true owner of the interest and will not have liability when distributions are made in good faith to the record holder for anything in this Agreement to the contrary. This shall be the case until or unless the Company has received a record of the assignment or any other valid proof of the transaction, that satisfies the Company that the interest of the Member has been duly assigned or otherwise transferred in line with the terms of this Agreement. Ownership of Company Property (Applies ONLY if Multi-Member): Assets of the Company are owned by the Company as a separate entity. Members do not and will not have any ownership interest in the assets or any portion of the assets of the Company. The assets will be held in the name of the company, the name of an individual or entity that has been nominated by the company, or in a manner determined by the Members through a confirmatory vote that has a majority of the Member percentage interests. Unless otherwise limited by the Statutes, Members are allowed to participate in any other type of legal business ventures. This includes business ventures similar to the type of business ventures owned and operated by the Company. Furthermore, the Company will not have any right to the assets or interests of the Member’s other independent ventures or the income and profit derived from it. Right of First Refusal (Applies ONLY if Multi-Member): If, for any reason, a Member of the Company wishes to sell or dispose of their interest in the Company, in part or in whole, the Member (referred to as the Selling Member) is required to offer to sell, transfer, or otherwise convey the interest in the Company, the Selling Member must first communicate the wish to dispose of their interest and make an offer to other Members of the company before selling or otherwise disposing of their interest to a third party. The offer made by the Selling Member is required to be in writing and will be presented to every other Member of the Company. The written offer shall include: The interest that the Selling Member is disposing of The price that the Selling Member wishes to be paid The closing date of the transaction which cannot be less than thirty days or more than sixty days after the offer has been presented to the Member The place closing will take place Any other relevant terms and conditions related to the sale or disposal of the interest The other Members that received the offer from the Selling Member must reply within fifteen days, through a written notice, to either accept, counteroffer, or reject the offer of the Selling Member. If the other Members do not reply within fifteen days then the offer will be considered to be rejected. If more than one Member accepts the offer, the interest that is to be sold and the price of the interest will be shared among Members in proportion to their Members’ percentage interests, unless a different arrangement is agreed to in writing. If the Members accept the offer presented by the Selling Member then the title closing will be held in accordance with the offer presented by the Selling Member. The Selling Member will deliver an assignment for the interest being sold to the Members that accepted the offer. At that time, the Members that accepted the offer will pay the purchase price as outlined in the offer of the Selling Member. If the other Members decide not to accept the offer or the Members that did accept are unable to meet their obligations as stipulated in the offer, the Selling Member may sell the interest to a third party at a price not less than the offer presented to the other Members and at terms and conditions that are the same or similar to the terms offered to the other Members of the Company as long as the other terms of this Agreement which apply to the sale are adhered to. This process must be completed within one hundred and twenty days. Assigning the interest of the Selling Member to a third party in this manner only entitles the third party to the distributions and allocations of the Company that the interest so assigned is entitled to unless the third party applies for admission to the Company as a member and is subsequently admitted to the company as a member in line with the terms of this Agreement. If the interest of the Selling Member is not sold within one hundred and twenty days then the Selling Member will have to offer the other Members such meetinginterest again before they will be able to offer it to a third party. At the time of offering the interest again, they can change the terms and conditions which include but aren’t limited to the purchase price and the amount of interest in the Company to be sold. Admission of New Members (Check Applies ONLY if ApplicableMulti-Member): New Members may be admitted to the Company through a unanimous vote or consent of the existing members. This also applies to the transferees of the interest of existing members. Before a new Member can be admitted to the Company, they must execute and acknowledge any instruments required by the Members in a way that satisfies the Company as relates to the admission of the new Member and furthermore confirms the clear agreement of the new Member to be bound by the terms, conditions, covenants, and understandings of this Agreement in its current state or after amendment. The new Member will be required to pay all the reasonable expenses incurred in connection with admitting the Member to the Company which includes but isn’t limited to attorney fees, costs associated with preparing, filing, or publishing amendments to this Agreement or the Articles of Organization of the Company. New members are not entitled to retroactive distribution or allocation of income, losses, or expense deductions. At its discretion, the Company has the ability to create pro-rata allocations of the income, losses, or expense deductions to the new Member for only the portion of the tax year that the Member was admitted to the Company which is in line with Section 706(d) of the Internal Revenue Code. If admitting a new Member to the Company will be a violation of any federal or state securities laws or would negatively impact the treatment of the company for income tax purposes, then under no circumstances will a member be admitted to the Company. In no event shall a new Member(s) be admitted to the Company if such admission would be in violation of applicable Federal or State securities laws or would adversely affect the treatment of the Company as a partnership for income tax purposes. Withdrawal Events (Applies ONLY if Multi-Member): If certain events such as death, withdrawal, expulsion, retirement, the event of a bankruptcy or insolvency (defined herein), dissolution of a Member, or other event that shall effectively terminate a Members continued Membership in the Company in line with the Statutes (each item referred to individually as a Withdrawal Event and in aggregate as Withdrawal Events) the Company will be terminated sixty days after notice has been given to Members about the Withdrawal Event unless the Company’s business is to continue as provided herein. Irrespective of a Withdrawal Event of a Member, the Company will continue to function and will not be terminated, if within the sixty day period after the Members have received notice, the Members that still hold Membership in the Company, not inclusive of the Member which triggered the Withdrawal Event, have a unanimous affirmative vote to continue the business affairs of the Company. When a Withdrawal Event of a Member occurs, successors of the interests of the Members will not be entitled to the rights of that the Member held in the Company except for the allocations and distributions that the Member was previously entitled to. This holds true unless the holder of the successor interest is admitted to the Company in line with this Agreement. The Withdrawal Event related to bankruptcy and or insolvency will be deemed to occur if the Member: Applies or allows the appointment of someone to be a receiver, trustee, or liquidator of all their assets or a substantial portion of their assets. ‘Substantial’ to be defined by the Members by majority Members percentage interests vote. Makes a general assignment to the benefit of their creditors Is judged to be a bankrupt or an insolvent Voluntarily files bankruptcy or an answer to creditors seeking an arrangement that takes advantage of bankruptcy, insolvency, readjustment of debt or any legal recourse similar in nature. Takes any action to bring about any of the previous items A judgement or decree is taken, whether with or without an application or the consent of the Member, by a court of competent jurisdiction, approving the appointment or petition for the appointment of a receiver or trustee for all or a substantial portion of the Member’s assets and the order or judgement shall continue in effect for thirty days. .

Meetings of Members. The annual meeting of the Members shall be held on (day/month) at the principal office of the Company or at such other time and place as the Members determine, for the purpose of transacting such business as may lawfully come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. The Members may by resolution prescribe the time and place for the holding of regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. Special meetings Meetings of the Members, for any purpose or purposes, may be be, but are not required to be, called by Members holding more than 50% of the Equity Interests. Without limiting the foregoing, meetings of the Members with respect to those matters that require the affirmative Vote of all Members pursuant to Section 6.4 are not required if the GCI Member or the CEO sends a Member Approval Request to the Members with respect to such matter. [a] The CEO may designate any Members (place within Anchorage, Alaska, or such other number of Members city as the Members from time to time may specify)unanimously agree, as the place for any meeting of the Members. Written or electronic notice stating [b] Notice of any meeting of the Members must be given not less than five Business Days nor more than 30 days before the date of the meeting. Such Notice must state the place, day day, and hour of the meeting and, in the case of a special meeting, and the purpose for which the meeting is called, shall be delivered not less than three days before the date of the meeting, either personally or by mail, to each Member of record entitled to vote at such meeting. When all the Members of the Company are present at any meeting, or if those not present sign a written waiver of notice of such meeting, or subsequently ratify all the proceedings thereof, the transactions of such meeting shall be valid as if a meeting had been formally called and notice had been given. At any meeting of the Members, the presence of Members holding a majority of the Members’ Percentage Interests, as determined from the books of the Company, represented in person or by proxy, shall constitute a quorum for the conduct of the general business of the Company. However, if any particular action by the Company shall require the vote or consent of some other number or percentage of Members pursuant to this Agreement, a quorum for the purpose of taking such action shall require such other number or percentage of Members. If a quorum is not present, the meeting may be adjourned from time to time without further notice, and if a quorum is present at the adjourned meeting any business may be transacted which might have been transacted at the meeting as originally notified. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less a quorum. At all meetings of the Members, a Any Member may vote by proxy executed waive, in writing by the Member or by a duly authorized attorney-in-fact writing, any Notice of the Member. Such proxy shall be filed with the Company before or at the time of the meeting. A Member of the Company who is present at a meeting of the Members at which required to be given to such Member, whether before or after the time stated in such Notice. Any Member who signs minutes of action on any matter is taken shall (or written consent or agreement) will be presumed deemed to have assented waived any required Notice with respect to such action. For the action takenpurpose of determining Members entitled to Notice of or to Vote at any meeting of Members, unless the dissent of such Member shall be entered in the minutes date on which Notice of the meeting or unless is first given will be the record date for the determination of Members. Any such Member shall file a written dissent to such action with the person acting as the secretary determination of the meeting before the meeting’s adjournment. Such right to dissent shall not apply to a Member who voted in favor of such action. Unless otherwise provided by law, any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject. Members of the Company may participate in Vote at any meeting of Members will apply to any adjournment of a meeting. [c] A quorum at any meeting of Members will consist of Members owning more than 75% of the Equity Interests held by all Members. Any meeting of Members by means of conference telephone or similar communication if all persons participating at which a quorum is not present may adjourn the meeting to a place, day and hour without further Notice, provided that at such adjourned meeting, the only business that may be conducted are the matters that were set forth in such meeting can hear one another the Notice for the entire discussion of the matters to be vote upon. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such original meeting. (Check if Applicable).