CONSIDERING that, in connection with the IPO, the original members, as all members of the Company immediately prior to the Effective Date (as defined herein), wish to amend and adapt the Company`s Operating Agreement, which is effective immediately prior to the Effective Date, in the form of this Agreement on the Effective Date, to (a) reflect a recapitalization of the interests of the members of the Company (as set forth in section 3.03) thereof) (the recapitalization), (b) immediately following the purchase of common shares by the Company using the net proceeds of the IPO, the addition of the Company as a member (as defined herein) of the Company and its appointment as sole manager (as defined herein), and (c) the effectiveness of Article 16.15. on rights. This Agreement is effective immediately prior to the effective date of the Company`s registration statement on Form S-1, File No. 333-230727, as filed with the United States. Securities and Exchange Commission (effective date); provided, however, that in the event that the Company does not acquire any common shares as provided herein using the net proceeds of the IPO within four (4) business days of the date of this press release (or a later date on which Members agree), this Agreement shall be deemed null and void from the date of this press release (or a later date on which the Members agree) and the Company`s operating agreement in which the members immediately enter into force. The rights and obligations of the corporation and the original members will continue to be regulated prior to the effective date. LLCs also keep business assets separate between multiple companies. Maintaining multiple partnerships, for example, would make each partnership vulnerable to the obligations of the others. In such a situation, you might as well have everything in a large company, because that`s what is done from an asset protection perspective anyway. Instead, creating multiple LCLs connected by a large LLC or corporation would prevent business liabilities from overlapping.

In this way, when an LLC is weakened by debt or lawsuit for some other reason, the other „arms“ of the subsidiary remain intact. (d) Whenever the Manager is authorized or required by this Agreement or any other agreement provided herein to take action or make a decision at its own discretion or discretion, in its sole discretion or by virtue of the granting of similar powers or discretionary powers, the Manager has the right to consider interests and factors at will, including the interests of the Company, and has: to the extent permitted by applicable law, no obligation or obligation to consider interests or factors affecting the Company or other members. A limited liability company or LLC is one of the least complicated and advantageous business structures available today. It offers the benefits of direct taxation without all of a company`s reporting requirements. This means that taxes are often lower, with much less effort and paperwork. It also provides good asset protection between your personal assets and your business assets or, in the case of subsidiary structures, between business units. Note that you must create the parent LLC in order to designate it as a majority member or, in some cases, as a sole member of the subsidiary LLC. If you have not developed the parent LLC beforehand, you will need to amend your membership agreements later to restructure the property. Stock Plan means all stock options, shares, units, units of shares, value appreciation rights, phantom shares or other stock-based compensation plans, programs, agreements or arrangements accepted by the Company now or in the future, including the Corporate Incentive Allocation Plan. SECTION 11.01.

Right to redeem a Member. (a) Notice of Return. Subject to the provisions of this Section 11.01, any member (other than the Company) shall have the right to have its principal shares repurchased by the Company (the right to repurchase) at any time from the date prior to (i) 180 days after the effective date, or (ii) if such member has entered into a contractual lock-in agreement with the underwriters in connection with the IPO in that regard. which concerns the shares of the Company. belongs to that member, the date on which that blocking agreement was waived or terminated as it applies to that member. A Member who wishes to exercise his right of redemption (the Redeeming Member) exercises this right by providing the Company with written notice (the Notice of Redemption) with a copy to the Company. .

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