LIMITED LIABILITY COMPANY AGREEMENT OF CYMI PRIVATE EQUITY II, LLCLimited Liability Company Agreement • October 3rd, 2005 • Mathile Clayton L • Services-computer integrated systems design • Delaware
This Limited Liability Company Agreement (Agreement) of CYMI PRIVATE EQUITY II, LLC (the Company) is made and entered into as of the 24th day of August, 2005, by CYMI, Ltd., an Ohio limited liability company, as the Managing Member of the Company, and the persons who execute signature pages hereto as members (each a Member, and collectively, together with any subsequently admitted members, the Members), and shall govern from and after the date of this Agreement.
Joint Filing AgreementJoint Filing Agreement • October 3rd, 2005 • Mathile Clayton L • Services-computer integrated systems design
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D/A (including amendments thereto) with respect to the Ordinary Shares of Arel Communications and Software Ltd. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this agreement this 3rd day of October, 2005.
CONTRIBUTION AGREEMENT CYMI PRIVATE EQUITY II, LLCContribution Agreement • October 3rd, 2005 • Mathile Clayton L • Services-computer integrated systems design • Delaware
THIS CONTRIBUTION AGREEMENT for CYMI PRIVATE EQUITY II, LLC (Company) is entered into as of the 24th day of August, 2005, by and among CYMI, LTD. (CYMI), as the initial Class A, Class C and Class D Member, and Catherine M. Laden, as trustee under Agreement of Trust for Catherine M. Laden dated December 5, 2001, Timothy L. Mathile, as trustee of the Timothy L. Mathile Trust, dated February 4, 1987, Michael J. Mathile, as trustee of the Agreement of Trust for Michael J. Mathile, dated October 3, 1996, and Jennifer M. Prikkel, as trustee of the Agreement of Trust for Jennifer M. Prikkel, dated November 17, 1997, as the initial Class B Members (collectively Class B Members) of the Company. Unless otherwise specified, terms used in this contribution agreement have the same meaning as in the agreement evidencing the Company.
OPERATING AGREEMENT OF CYMI, LTD.Operating Agreement • October 3rd, 2005 • Mathile Clayton L • Services-computer integrated systems design • Ohio
THIS AGREEMENT is entered into as of August 5, 1997, by and between CLAYTON L. MATHILE, TRUSTEE OF THE AMENDED AGREEMENT OF TRUST FOR CLAYTON L. MATHILE, DATED DECEMBER 1, 1997, (the “Clayton A. Mathile Trust”), and MARY A. MATHILE, TRUSTEE OF THE REVOCABLE TRUST FOR MARY A. MATHILE, DATED DECEMBER 27, 1995, AS AMENDED (the “Mary A. Mathile Trust”) (hereinafter referred to individually as a “Member” and collectively as the “Members”), to provide for the governance of CYMI, LTD., an Ohio limited liability company (the “Company”).
