WQ0023616_Application_20220506

State of North Carolina
Dw R Department of Environmental Quality
Division of Water Resources
Division of Water Resources 15A NCAC 02T,O600—SINGLE-FAMILY RESIDENCE
WASTEWATER IRRIGATION SYSTEM—CHANGE OF OWNERSHIP
FORM: SFRWW IS-CO 03-21
Pursuant to 15A NCAC 021 .0107(1)1,if the application does not include all required information and the necessary supporting
documentation, the application shall be returned. The application and attachments shall be prepared in accordance with 1.521,
NCAC 021' .0100, !SA NCAC 02T .0600, and Division Policies. For more information, visit the Water Quality Permitting
Section's Non-Discharge Branch websile. The Applicant shall submit an electronic copy of the application and attachments
uploaded as a single Portable Document Format(PDF)file to bila://cdocs.deq.nc. ov/Fo rot siyirli t_1,390 clit-,5111)m it la I-
Forrn-Ver2,or entailed to Non-Disc r e.lte-iortsricric(lcor.gov if less than 20 megabytes(MB).
SECTION 1—APPLICANT INFORMATION
1. Applicant: Margaret Becker(on behalf of Dufour LLC)
2. Permit No.: WQ0023616
3. Signature authority: Manager Dufour LLC Title: Manager
4. Mailing address: 240 Ever After Lane
City: Apex
State: NC Zip: 27523-
„_.
5. Contact person: Margaret Becker Email: doublernfarm.mb@gmail„com
Primary phone number: [phone] Cell Secondary phone number:( ) - Select
6. Secondary Contact person: Joanne Foster Email:[e-mail]
Primary phone number:[phone] Cell Secondary phone number:( ) - Select
SECTION —FACILITY INFORMATION
1. Physical address: 240 Ever After Lane County; Chatham
City:Apex
State:NC Zip: 27523-
--
_ ,SECTION —BELLING INFORMATION
I. Billing address:240 Ever After Lane
City: Apex
State:NC Zip: 27523-
SECTION'IV-DEED INFORMATION
Has a deed been executed and recorded in the County Register of Deeds pursuant to I 5A NCAC 07 1 .0604fj.JW.)?
IS)Yes—Complete Items 1 through 4 below.
No-See Attachment B on Page 3.
1. Parcel No.:0082229
2. Date of Purchase: March 14,2022
3. Deed Book: 1225
4. Deed Page Nos.: 880-
FORM: SERWWIS-00 03-21
Pane I 01"

sectioN v,.0pERATION AND mAistoAser Acormatio
, Permit No.; WQ0023616 County: Chatham
Permittee: Dufour 1,1r (Joanne Foster, Rene Dittrich, Margaret Becker)(i.e., all deeded property owners)
The Permittee agrees to operate and maintain the single-family residence wastewater treatment and irrigation system as
follows:
1. Inspect the septic tank annually, and pump out solids as needed.
2. Inspect and clean the septic tank effluent filter annually. (if applicable)
3. Inspect the tablet chlorinator weekly. Add wastewater grade chlorine tablets(e.g.,calcium hypochlorite)as needed.
Swimming pool grade chlorine tablets are not acceptable. (if applicable)
4. Inspect the ultraviolet disinfection unit weekly. Clean or replace the lamps and quartz sleeves as needed. (if
applicable)
5. Inspect all storage tanks, pumps, and alarms monthly. Remove the floating scum layer in all pump/storage tanks
when pumping the septic tank solids out.
6. Inspect the spray irrigation system monthly to verify: proper operation of the spray heads; that there are no leaks;
that vegetative growth does not obstruct the spray heads; that the irrigated wastewater is not ponding in or running
off the designated irrigation area; and that there are no objectionable odors. (if applicabk)
7. Inspect the drip irrigation system monthly to verify: proper operation of the drip lines; that there are no leaks; that
vegetative growth does not obstruct the drip emitters; that the irrigated wastewater is not ponding in or running off
the designated irrigation area;and that there are no objectionable odors. (if applicable)
8. Maintain a set of Division-approved engineering plans and specifications.
9. Pay the required annual fee.
10. Request renewal of this permit on Division-approved forms no later than 180 days prior to expiration.
II. Sign and provide a Chat of Ownersh jp application to any future owner of the single-family residence wastewater
treatment and irrigation system for their completion and submission to the Division of Water Resources.
I/We understand the above requirements and agree to these terms as part of the issued permit.
Signature: Date:
Signature: .----4ed,„4-:,"_
Date: ó
Signature: 7*****-
Date:
Signature: Date:
All deeded property owners shall sien this Operation and Maintenance Agreement
FORM: SFRWWIS-CO 03-21 Page 2 of 3

ATTACHMENT A—SIGNATURE AUTHORITY DELEGATION
Does the signature authority in Section I, Item 3 meet the requirements pursuant to.15A NCAC 02T.0106(12)?
[-j Yes-Skip Attachment A.
El No—Submit a Iteigljltiou letter pursuant to 15A NCAC 0,11.0 10610 authorizing the signature authority to sign.
ATTACHMENT II—PROPERTY OWNERSHIP DOCUMENTATION
Has a deed been executed and recorded in the County Register of Deeds pursuant to 15A NCAC 02T„0604(1111)?
4. Yes-Complete Items I through 4 in Section IV on Page 1.
0 No
0 Submit a written notarized intent to purchase agreement sign by both parties with a plat or survey map pursuant to I 5A NCAC
02T.0604(e)(2); or
0 Submit a written notarized lease agreement that specifically indicates the intended use of the property and has been signed by
both parties, as well as a plat or survey map pursuant to 15A NCAC 02T .0604(e)(3j. Lease agreements shall adhere to the
requirements of 15A NCAC 021., .0107.
___„.._ .....,...._,........_.
77T
APPLICANT'S CERTIFICATION
I, .1. attest that this application
-
(Signature authority's name as noted in Section I, Item 3)
has been reviewed by me and is accurate and complete to the best of my knowledge. I understand that if all required parts of this
application package are not completed, and that if all required supporting information and attachments are not included, this
application package will be returned as incomplete. I further certify pursuant to 15A NCAC 02T.0120112),that the applicant,or any
parent,subsidiary,or other affiliate of the applicant has:not been convicted of environmental crimes under;not previously abandoned
a wastewater treatment facility without properly closing the facility;not paid a civil penalty;not been compliant with any compliance
schedule in a permit,settlement agreement,or order;not paid an annual fee.
Note: The Applicant's Certification shall be signed pursuant to I 5A NCAC 02T,0106(1)). An alternate person may be delegated as
the signing official if a letter is provided pursuant to 15A NCAC 02T .0106(c). Pursuant to § 143-215.6A and § 143-215.6B, any
person who knowingly makes any false statement,representation,or certification in any application package shall be guilty of a Class
2 misdemeanor,which may include a fine not to exceed$10,000 as well as civil penalties up to$25,000 per violation.
., , Date: ___Sit/941t---
Signature: .1 ,11Lik "1,...,1 _ _ ...... __
__-
....._ ___.......„____
THE COMPLETED APPLICATION AND ATTACHMENTS SHALL BE SUBMITTED AS A SINGLE PDF FILE VIA:
Email: Laserfiche Upload:
https://edoes.den.lic.2ov/Forms/NonDischaree-Branch-
Non-Discharge.Reportsncdert r.eov S to brn ittal-Form-Ver2
FORM: SFRWWIS-CO 03-21 Page 3 of 3

May 4,2022
Wastewater Branch
Water Quality Permitting Section
Division of Water Resources
1617 Mail Service Center
Raleigh,NC 27699-1617
Subject: Delegation of Signature Authority
ENTER FACILITY NAME
NPDES Permit Number NC
To Whom It May Concern:
By notice of this letter,I hereby delegate signatory authority to each of the following individuals for all
permit applications,discharge monitoring reports,and other information relating to the operations at
the subject facility as required by all applicable federal,state,and local environmental agencies
specifically with the requirements for signatory authority as specified in I5A NCAC 2B.0506.
Individual#1 Individual#2(if applicable)
Name: t 7Catf- a794//ti£
Title: le(ZIK(4-
24-0 81/6e Ñ nee 0111/e_ (fe7-DItll/E:
Mailing Address: /Igo, 752$ Cfiktb It/c/ 2 7 SI 5
Physical Address:
(if diffaent)
Email Address: ¿du17,1c<cifin_e tytcp - rfarEIDIVelgii0-
Office Phone:
Mobile Phone: 4/2,-Ag- 21 SI ‘9.4,-254- $26 - --
If you have any questions regarding this letter,please feel free to contact me at Enter Email or Phone
Number.
Sincerely,
fosio' •
Authorized Signing Official's Name "9:0-ii,p1:4
Authorized Signing Official's Title pliC,Pfrv./ 141C, 7S7 3
Mailing Address MO Ceffavll cfritle t,'&P -
Email Address (Pegrok'D/t/yey0H00'CUP-1
Office Phone
Mobile Phone ‘46 eS1 120 •
cc: Seleci a region Regional Office,Water Quality Permitting Section

Revenue Stamps: $1,300.00 Parcel ID: 0082229
Prepared by: Stam Law Firm, PLLC, P.O. Box 1600,Apex, NC 27502
Return to Grantee
Brief Description for the Index: Lot#4, Plat Slide 2005-41
STATE OF NORTH CAROLINA )
) GENERAL WARRANTY DEED
COUNTY OF CHATHAM )
,
THIS DEED made this I q day of March, 2022, by and between:
GRANTOR: THOMAS L. BENNETT and wife, LINDA HINDES BENNETT
81 John Horton Road,Apex, NC 27523
GRANTEE: DUFOUR, LLC,a NC limited liability company
100 Legault Drive, Cary, NC 27513
This property was the principal residence of the Grantor.
The designation Grantor and Grantee as used herein shall include said parties, their heirs,
successors, and assigns, and shall include singular, plural, masculine, feminine or neuter as
required by context.
WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt of
which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey
unto the Grantee in fee simple, all of his or her ownership interest in those certain lots or parcels
of land situated in Chatham County, North Carolina, and more particularly described as:
See the attached Exhibit A which is incorporated herein by reference.
For chain of title, please see Deed Book 1225, Page 880, Chatham County Registry.
1

TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances
thereto belonging to the Grantee in fee simple.
And the Grantor covenant with the Grantee, that Grantor is seized of the premises in fee simple,
has the right to convey the same in fee simple, that title is marketable and free and clear of all
encumbrances, and that Grantor will warrant and defend the title against the lawful claims of all
persons whomsoever except for the exceptions hereinafter stated. Title to the property
hereinabove described is subject to the following exceptions: 2022 ad valorem taxes, restrictions,
rights of way and easements of record.
IN WITNESS WHEREOF, the Grantors have hereunto set their hands and seals, or, if corporate,
has caused this Deed to be executed by its duly authorized officers and its seal to be hereunto
affixed,the day and year first above written.
SIGNATURE PAGE(S)TO FOLLOW
2

(SEAL)
THOMAS L. BENNETT
V:-Ut-j-ct kl-r"Vi"1;L /3-e4frktio--3 )
LINDA HINDES BENNETT
State of North Carolina
County of Wake
ar lerie) , a Notary Public
for said State and County, certify that THOMAS L. BENNETT and wife, LINDA HINDES
BENNETT, personally appeared before me this day and acknowledged his due execution of the
foregoing instrument for the purposes therein expressed.
WITNESS my hand and notarial seal, this the iq day of March,2022.
Notary ub ic
My Commission Expires:
(Official Seal)
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3

AMENDED AND RESTATED OPERATING AGREEMENT
OF
DUFOUR LLC
(A NORTH CAROLINA LIMITED LIABILITY COMPANY)
3581600v6

AMENDED AND RESTATED OPERATING AGREEMENT
OF
DUFOUR LLC
THIS AMENDED AND RESTATED OPERATING AGREEMENT, dated as of March 16, 2022
of Dufour LLC, a North Carolina limited liability company(the "Company"),by and among the Managers
and those Persons set forth on Exhibit A attached hereto, as Exhibit A may be amended from time to time
(each a"Member" and collectively, the "Members").
STATEMENT OF PURPOSE:
A. The Company was foiiued pursuant to Articles of Organization filed with the North Carolina
Secretary of State on December 7th,2021 (as the same may be amended, supplemented or modified
from time to time, the "Articles of Organization");
B. The Members executed an original operating agreement of the Company effective as of December
7th 2021 ("Original Operating Agreement");
C. The Members have elected to amend and restate the Original Operating Agreement in its entirety
to reflect the addition of a new Member and to amend certain other provisions of the Original
Operating Agreement; and
D. In order to effectuate the intentions of the parties,the parties hereto desire to set forth the rights and
obligations of the Members in connection with their Membership Interests in the Company.
NOW,THEREFORE,in consideration of the premises and the mutual agreements contained herein
and other good and valuable consideration, the parties hereto set forth their agreement as follows:
ARTICLE 1
DEFINITIONS
Section 1.1 Definitions.
For purposes of this Agreement,capitalized teiius used but not otherwise defined herein shall have
the following meanings.
"1933 Act" shall have the meaning set forth in Section 18.1(e)(v).
"Act"means the North Carolina Limited Liability Company Act, as amended from time to time.
"Additional Capital Contribution" shall mean any Capital Contribution made by a Member at any
time after such Member's Initial Capital Contribution in accordance with this Agreement.
"Adjusted Capital Account" means, with respect to any Member, the balance in such Member's
Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:
(a) such Capital Account shall be deemed to be increased by any amounts that such Member
is obligated to restore to the Company (pursuant to this Agreement or otherwise) or is deemed to be
obligated to restore pursuant to (A) the penultimate sentence of§ 1.704-2(g)(1) of the Regulations, or(B)
the penultimate sentence of§1.704-2(i)(5) of the Regulations; and
3581600v6 1

(b) such Capital Account shall be deemed to be decreased by the items described in paragraphs
(4),(5)and(6)of§§1.704-1(b)(2)(ii)(d)of the Regulations and shall be interpreted and applied consistently
therewith.
The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of
§ 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted and applied consistently therewith.
"Affiliate" means, for an individual Member, a partnership, corporation, or limited liability
company owned entirely by such Member,and for entity Members, such Member's equity owners as of the
date of this Agreement.
"Agreement" shall mean this instrument, as the same may be amended and modified from time to
time.
"Articles of Organization" shall have the same meaning set forth in the recitals.
"Authorized Signatory" shall have the meaning set forth in Section 7.6(c).
"Book Value"means,with respect to any asset of the Company,the adjusted basis of such asset as
of the relevant date for federal income tax purposes, except as follows:
(a) the initial Book Value of any asset contributed by a Member to the Company shall be the
fair market value of such asset at such time;
(b) the Book Values of all Company assets (including intangible assets such as goodwill)may
be adjusted to equal their respective fair market values as of the following times as deteiiuined by the
Managers in their sole discretion:
(i) the acquisition of an additional interest in the Company by any new or existing
Member in exchange for more than a de minimis Capital Contribution or contribution of more than
a de minimis amount of property;
(ii) the distribution by the Company to a Member of more than a de minimis amount
of money or Company property as consideration for its interest in the Company;
(iii) the Liquidation of the Company within the meaning of§1.704-1(b)(2)(iv)(f)(5)(ii)
of the Regulations and taking into account§1.704-1(b)(2)(iv)(1) of the Regulations; and
(iv) any other event peiiuitting or requiring an adjustment to Book Value pursuant to
§1.704-1(b)(2)(iv)(f) of the Regulations.
(c) if the Book Value of an asset has been deteiiuined or adjusted pursuant to subsection (a)
or (b) above, such Book Value shall thereafter be adjusted by the Depreciation taken into account with
respect to such asset for purpose of computing Net Profits and Net Losses and other items allocated pursuant
to Article 12.
The foregoing definition of Book Value is intended to comply with the provisions of §1.704-
1(b)(2)(iv) of the Regulations and shall be interpreted and applied consistently therewith.
"Business Day"means any day other than Saturday, Sunday and any other day on which banks in
Raleigh are not open for business.
3581600v6 2

"Capital Account"means the capital account established and maintained for each Member pursuant
to Section 11.1.
"Capital Contributions" means the contributions by a Member to the capital of the Company
pursuant to Article 6.
"Class A Majority" shall mean a number of Members owning more than fifty percent(50%) of the
total Percentage Interest of the Class A Units owned by Class A Members. If there are only two Class A
Members, "Majority" shall constitute unanimity.
"Class A Member" shall mean each of those Members designated on Exhibit A attached hereto as
having Class A Units.
"Class A Unit" shall mean a Unit representing a fractional part of the rights and interests with
respect to the Company that has the rights and obligations set forth for Class A Units in this Agreement.
Except as otherwise expressly provided by this Agreement,the Class A Units shall be the only Class entitled
to vote on any matters requiring the vote of the Members.
"Class B Member" shall mean each of those Members designated on Exhibit A attached hereto as
having Class B Units.
"Class B Unit" means a Unit representing a fractional part of the rights and interests with respect
to the Company that has the rights and obligations set forth for Class B Units in this Agreement. Except as
otherwise expressly provided by this Agreement, the Class B Units shall be a nonvoting Class and shall
have no right to vote on any matters requiring the vote of the Members.
"Code" means the Internal Revenue Code of 1986, as amended from time to time, or any
corresponding provisions of superseding federal revenue statute.
"Company"means Dufour LLC, a North Carolina limited liability company.
"Company Assets"means all right,title and interest of the Company in and to all or any portion of
its respective assets.
"Company Minimum Gain" means the aggregate amount of gain (of whatever character),
deteiiuined for each Nonrecourse Liability of the Company, that would be realized by the Company if it
disposed of the Company property subject to such liability in a taxable transaction in full satisfaction thereof
(and for no other consideration) and by aggregating the amounts so computed, deteiiuined in accordance
with §§ 1.704-2(d) and(k)of the Regulations.
"Company Minimum Gain Chargeback" shall have the meaning set forth in Section 12.3(a)(iii).
"Default Rate"means an interest rate equal to fourteen percent(14%)per annum, compounded on
a monthly basis.
"Depreciation" means, for each Fiscal Year or part thereof, an amount equal to the depreciation,
amortization or other cost recovery deduction allowable for federal income tax purposes with respect to an
asset for such Fiscal Year or part thereof, except that if the Book Value of an asset differs from its adjusted
basis for federal income tax purposes at the beginning of such Fiscal Year, the depreciation, amortization
or other cost recovery deduction for such Fiscal Year or part thereof shall be an amount which bears the
3581600v6 3

same ratio to such Book Value as the federal income tax depreciation, amortization or other cost recovery
deduction for such Fiscal Year or part thereof bears to such adjusted tax basis and, provided that if the
federal income tax basis of such asset is zero (0) or less, then the depreciation, amortization or other cost
recovery deduction shall be whatever the Managers deteiiuine is reasonable under the circumstances.
"Dissolution"means the happening of any of the events set forth in Section 16.1.
"Distribution"means any cash and the fair market value of any property (net of liabilities secured
by such property that the Member is deemed to assume or take subject to under Section 752 of the Code)
distributed by the Company to the Members in accordance with Article 13 or Article 17.
"Economic Interest" means a Person's share of the Company's income, gain, loss, deductions,
credits and similar items and distributions of the Company pursuant to this Agreement and the Act, but
shall not include any other rights of a Member,including,without limitation,the right to vote or participate
in the management, or except to the extent mandatory and not subject to waiver under the Act, any right to
infoiivation concerning the business and affairs of the Company.
"Fiscal Year" means the fiscal and taxable year of the Company that shall be the year ending
December 31.
"Immediate Family" means, with respect to an individual, (a) such individual's spouse (foiiuer or
current); (b) such individual's parents and grandparents; (c) such individual's children and grandchildren
(in each case, natural or adoptive, of the whole or half-blood); (d) such individual's sons-in-law and
daughters-in-law (in each case, foiiuer or current); (e) any other ascendants and descendants (natural or
adoptive, of the whole or half-blood) of such individual's parent or of the parents of such individual's
spouse(foiiuer or current); and(f) any lineal descendants(natural or adoptive)or such individual's spouse.
"Indemnification Obligation"has the meaning set forth in Section 14.1.
"Indemnified Party"has the meaning set forth in Section 14.1.
"Initial Capital Contribution" shall have the meaning set forth in Section 6.3.
"Initial Members" shall mean the Persons set forth on Exhibit A initially attached to this
Agreement.
"Liquidation"means the process of winding up and teiluinating the Company after its Dissolution.
"Manager" shall mean Rene Dittrich and Joanne Foster, together with any successors or
replacements pursuant to this Agreement.
"Member" means any Person identified on Exhibit A or that is admitted to the Company as a
Member in accordance with the teüus of this Agreement.
"Member Minimum Gain"means the aggregate amount of gain(of whatever character),deteiiuined
for each Member Nonrecourse Debt,that would be realized by the Company if it disposed of the Company
property subject to such Member Nonrecourse Debt in a taxable transaction in full satisfaction thereof(and
for no other consideration),deteiiuined in accordance with the provisions of§§ 1.704-2(i)(3) and(k)of the
Regulations for deteiiuining a Member's share of minimum gain attributable to a Member Nonrecourse
Debt.
3581600v6 4

"Member Minimum Gain Chargeback" shall have the meaning set forth in Section 12.3(a)(iv).
"Member Nonrecourse Debt" has the meaning ascribed to the tern" "partner non-recourse debt"
specified in § 1.704-2(b)(4) of the Regulations.
"Members Schedule"shall have the meaning set forth in Section 6.1.
"Membership Interest" means, with respect to each Member, the entirety of the interest of the
Member in the Company,including such Member's Units,Percentage Interest, all of the Economic Interest
in the Company held by such Member and such Member's rights to vote and participate in the management
of the Company, and to receive allocations of Net Profits,Net Losses and Distributions.
"Net Losses"means,with respect to any Fiscal Year,or part thereof,the net losses of the Company
for such period computed using Book Values and applying the methods and principles of accounting used
for federal income tax purposes, including, as appropriate, each item of income, gain, loss, deduction or
credit entering into such determination, as determined by the accountants of the Company.
"Net Profits"means,with respect to any Fiscal Year,or part thereof,the net profits of the Company
for such period computed using Book Values and applying the methods and principles of accounting used
for federal income tax purposes, including, as appropriate, each item of income, gain, loss, deduction or
credit entering into such determination, as determined by the accountants of the Company.
"Nonrecourse Liability" means any Company liability (or portion thereof) for which no Member
bears the economic risk of loss for such liability under§ 1.752-2 of the Regulations.
"Percentage Interest" with respect to a Member or assignee as of any particular time, means that
fraction, expressed as a percentage, having as its numerator the total number of issued and outstanding
Units owned by such Member and having as its denominator the total number issued and outstanding Units
as of such time. The sum of the Percentage Interests of all Members and assignees shall at all times equal
100%. The Percentage Interests of each Member and assignee shall be set forth on Exhibit A,which shall
be amended from time to time to reflect changes in the Percentage Interests pursuant to this Agreement.
"Person" means an individual, corporation, limited liability company, partnership, trust or
unincorporated organization, or other entity.
"Profits Interest"shall mean,with respect to each applicable Member, a portion of such Member's
interest in Units as described in Section 6.8 hereof.
"Regulations" means the Treasury Regulations (including temporary or proposed regulations)
promulgated and in effect under the Code, as amended from time to time (including corresponding
provisions of succeeding regulations).
"Regulatory Allocations" shall have the meaning set forth in Section 12.3(a)(vi).
"§ 704(b) Regulations" shall have the meaning set forth in Section 11.1.
"Sale" shall mean (i) the acquisition by any Person or Persons (other than a subsidiary of the
Company)of all or substantially all of the Company Assets in one or a series of related transactions,(ii)the
exchange, condemnation, casualty, or other disposition of all or any portion of the Company Assets, (iii)
the merger of the Company with or into any Person(other than a subsidiary of the Company),(iv)the share
3581600v6 5

exchange or other business combination involving Company,Members and a Person,or(v)the Transfer of
a majority of Units to a non-Affiliate.
"Stable Manager" shall have the meaning set forth in Section 7.6(c).
"Tax Matters Partner" shall have the meaning set forth in Section 10.5(a).
"Transfer" means a sale, exchange, assignment, transfer, pledge, hypothecation or other
disposition, directly or indirectly of all or any part of a Unit (whether voluntary or involuntary or by
operation of law). With respect to Members or holders of an Economic Interest who are entities,"Transfer"
includes any change in 50% or more of the voting or economic rights of such entity. The issuance or
reissuance of Units by the Company to any Person shall not constitute a"Transfer".
"Transferring Member"means a Member who voluntarily or involuntarily transfers Units.
"Unit" means a unit representing a fractional part of the Membership Interests of all of the
Members. There shall be two classes of Units, conferring the respective rights, privileges, preferences,
benefits, powers duties and limitations provided in this Agreement to each Member. As to any Member,
Units shall mean the number of Units described on Exhibit A. Units are divided into the following classes:
(a) Class A Units (the "Class A Units"); and
(b) Class B Units (the "Class B Units").
With such class of Units conferring the respective rights, privileges, preferences, benefits, powers, duties
and limitations provided in this Agreement.
"Unit Award Agreement" means any investment agreement or similar arrangement entered into
between the Company and any employee pursuant to which the Company issues Units to such employee,
in each case as amended,restated or otherwise modified from time to time in accordance with its teüus.
"Unredeemed Capital Contributions"means the amount of Capital Contributions of the Members
minus the aggregate amount repaid to the Members since the date hereof. Unredeemed Capital
Contributions shall not be less than $0.
"Withholding Advance" shall have the meaning set forth in Section 13.2(b).
Section 1.2 Rules of Construction.
(a) All capitalized teüus used herein and not otherwise defined herein shall have the meanings
assigned thereto in the Act. To the extent that a teini specifically defined in Section 1.1 conflicts with a
definition provided in the Act, the specific definition set forth herein shall govern.
(b) All references herein to Articles, Sections, Schedules and Annexes shall be deemed to be
references to Articles and Sections of, and Schedules and Annexes to, this Agreement unless the context
requires otherwise. All Schedules and Annexes attached hereto shall be deemed incorporated herein as if
set forth in its entirety herein and,unless otherwise defined therein,all teüus used in any Schedule or Annex
shall have the meaning ascribed to such teini in this Agreement.
(c) Words in the singular include the plural and words in the plural include the singular. The
words "including", "includes", "included" and "include", when used, are deemed to be followed by the
3581600v6 6

words "without limitation". Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forrus. The words "hereof", "herein" and"hereunder" and
words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement.
(d) All accounting terms not defined in this Agreement shall have the meanings determined by
GAAP. Unless otherwise expressly provided herein, any agreement, instrument or statute defined or
referred to herein or in any agreement or instrument that is referred to herein means such agreement,
instrument or statute as from time to time amended, modified or supplemented, including (in the case of
agreements or instruments)by waiver or consent and(in the case of statutes)by succession of comparable
successor statutes, and all attachments thereto and instruments incorporated therein.
(e) Unless otherwise expressly specified herein, any allocation, distribution or other
deteiiuination to be made with respect to the Members or a group of Members "on a pro rata basis" or
"ratably" shall be made in accordance with the Percentage Interest of such Members or group of Members
to which such allocation, distribution or other deteiiuination is being made immediately prior to the
transaction with respect to which such allocation is being made.
ARTICLE 2
FORMATION
Section 2.1 Foiivation. The Company was formed on the date of the filing of Articles of
Organization with the Secretary of State ofNorth Carolina pursuant to the Act and on behalf of the Members
of the Company.
Section 2.2 Name. The name of the Company is Dufour LLC. The business of the Company
will be conducted under such name or such other trade or fictitious names as may be adopted in accordance
with Section 2.3.
Section 2.3 Trade Name Affidavits. The Company will file such trade name or fictitious name
affidavits and other certificates as may be necessary or desirable in connection with the foiivation,existence
and operation of the Company (including those filings required in any jurisdiction where the Company
owns property).
Section 2.4 Foreign Qualification. The Company will apply for authority to transact business
in those jurisdictions where it is required to do so. The Company will file such other certificates and
instruments as may be necessary or desirable in connection with its foiivation, existence and operation.
Section 2.5 Term. The term of the Company commenced on with the filing of the Articles of
Organization and shall continue until dissolved,wound up and terminated in accordance with Article 16.
ARTICLE 3
OFFICES
Section 3.1 Registered Office; Place of Business; Registered Agent. The Company shall
maintain an office and principal place of business at 100 Legault Drive, Cary,North Carolina 27513, or at
such other place as may from time to time be determined as its principal place of business by the Managers.
Section 3.2 Other Offices. The Company may also have offices at other places, either within
or without the State of North Carolina, as the Managers may from time to time determine in accordance
with the terms of this Agreement or as the business of the Company may require.
3581600v6 7

ARTICLE 4
BUSINESS AND POWERS
Section 4.1 Business. The principal purpose and business of the Company is to do all things
and engage in all activities and business peiiuitted under applicable North Carolina law.
Section 4.2 Powers. The Company shall have all the powers peiiuitted to a limited liability
company under the Act and which are necessary, convenient or advisable in order for it to conduct its
business. The Company shall maintain and preserve its existence and all rights and franchises material to
its businesses and shall be,at all times,validly existing and in good standing in the State of North Carolina.
ARTICLE 5
INTERESTS IN THE COMPANY
Section 5.1 General Rights. Membership Interests shall not have a stated value or any rights
to Distributions unless the Managers,pursuant to the teiius hereof,have declared such a Distribution out of
funds legally available therefor.
ARTICLE 6
UNITS; CAPITAL CONTRIBUTIONS; MEMBERS
Section 6.1 Units Generally. The Membership Interests of the Members shall be represented
by issued and outstanding Units, of which there shall be two classes having the rights and privileges,
including voting rights, if any, set forth in this Agreement. Units are divisible into fractional portions
thereof. The Managers shall maintain at the Company's executive offices a schedule of all Members from
time to time,their respective mailing addresses, and the Units held by them (as the same may be amended,
modified or supplemented from time to time, the ("Members Schedule")). The initial Members Schedule
is set forth on Exhibit A. Ownership of a Unit(or fraction thereof) shall not entitle a Member to call for a
partition or division of any property of the Company or for any accounting. The Units shall confer the
rights solely to receive allocations of Net Profits and Net Losses pursuant to Article 12, distributions
pursuant to Article 13 and Article 17 and reports pursuant to Article 10, and shall not confer any other
rights, including, without limitation, the right (a) to participate or interfere in the management or
administration of the Company's business or affairs or (b) to vote or agree on any matter affecting the
Company or any Member, except those rights not waivable under the Act.
Section 6.2 Authorization and Issuance of Units.
(a) Units. The Company is authorized to issue Units to any Member on such teiius and
conditions as may be deteiiuined by the Managers.
(b) Initial Capital Structure. The capital structure of the Company shall initially consist of the
Units being issued on the date hereof as set forth in Exhibit A. Thereafter, each Member shall receive
additional Units based on Additional Capital Contributions made by such Member in accordance with
Section 6.3, and the Managers shall update the Exhibit A accordingly.
(c) Additional Capital Contributions. The Managers may request that the Class A Members
make Additional Capital Contributions to the Company. Each of the Class A Members shall then be obliged
to make such Additional Capital Contributions to the Company ratably in accordance with such Class A
Members'Percentage Interests(as set forth in Exhibit A)within the time period set by the Managers,which
shall not be less than thirty(30) days. In the event any Class A Member fails to fulfill any commitment to
3581600v6 8

make Additional Capital Contributions (the "Defaulting Member"), the Managers may elect to allow the
remaining Class A Members (the "Lending Members") to contribute to the Company, pro rata by
Percentage Interest, such Additional Capital Contribution. Any amounts so contributed by the Lending
Members shall be considered a loan to the Defaulting Member bearing interest at the prime rate, as set out
in the Wall Street Journal on the date of the loan,plus three percent(3%) simple interest, until repaid. In
addition, until all of such loans are repaid by the Defaulting Member, all distributions from the Company
which would have been paid, credited, or accrued to the Defaulting Member shall be paid, credited or
accrued to the Lending Members in proportion to the then outstanding interest and principal of such loans
and shall be applied as a credit against the amount due from the Defaulting Member,but such amounts shall
be treated for book and tax purposes as if they had been distributed to the Defaulting Member and then paid
to the Lending Members actually receiving the same in respect of the loan. Notwithstanding the foregoing,
the only Class A Members who shall be required to make Additional Capital Contributions to the Company
pursuant to this Section 6.2(c) are Rene Dittrich and Joanne Foster.
Section 6.3 Capital Contributions. Each Member upon admission to the Company shall make
its initial Capital Contribution (the "Initial Capital Contribution") in the amount set forth opposite such
Member's name on Exhibit A.
Section 6.4 Withdrawal of Capital. Except as specifically provided in this Agreement, no
Member will be entitled to withdraw all, or any part of, such Member's Capital Contributions or Capital
Account from the Company. When such withdrawal is peiiuitted,no Member will be entitled to demand a
Distribution of property other than money.
Section 6.5 No Interest on Capital. No Member will be entitled to receive interest on such
Member's Capital Account or any Capital Contribution, except as otherwise provided specifically herein.
Section 6.6 Admission of Members.
(a) Members. The Initial Members were each admitted as a Member upon execution and
delivery of this Agreement. Each Member shall be admitted as a Member upon the execution and delivery
of this Agreement.
(b) Owners. The Company shall treat the Initial Members as owners of their Membership
Interests for tax purposes from and after the date hereof. The Initial Members shall take into account their
distributive shares of Company income,gain, loss, deduction and credit in computing their Federal income
tax liability for the entire period during which they own their Membership Interests. Neither the Company
nor any of its Members shall claim any deduction for the fair market value of such Membership Interest.
(c) Additional Members and Transfers of Units. Additional Persons may be admitted to the
Company as Members upon(i)the issuance by the Company of Class A Units to such Persons in exchange
for Capital Contributions, (ii) the Transfer(other than any pledge or hypothecation) of any Unit(s) to any
Person who is not a Member in accordance with Article 18, or(iii) the issuance by the Company of Class
B Units to such Persons in exchange for services provided, or to be provided,by them to the Company
Section 6.7 Return of Distributions. Any Member who has received any Distribution that has
been wrongfully or erroneously made to such Person in violation of the Act, the Articles of Organization
or this Agreement will be required to return such Distribution to the Company if notice of an obligation to
return such amount is given to such Member within three (3)years of the date of such Distribution.
Section 6.8 Profits Interest in Exchange for Services. Certain Members have received,or may
hereafter receive, Class B Units in compensation for services provided, or to be provided, by them to
3581600v6 9

Company. Such Members shall not be required to make any Capital Contributions with respect to their
Class B Units and no (or a nominal amount) of Capital Account credit will be initially reflected on the
books of the Company to reflect the issuance of the Class B Units. The recipient of a Profits Interest must
receive the corresponding Class B Units for the provision of services to or for the benefit of the Company
in a Member capacity or in anticipation of being a Member. Although the Company does not assure, or
guarantee any income tax result, all Profits Interests are issued with the intention of complying with the
definition of"Profits Interest" contained in this Agreement so as to be recognized as a profits interest, and
not as an interest in capital,for federal income tax purposes. Each Unit representing a Profits Interest issued
pursuant to this Agreement is intended to be a profits interest within the definition contained in IRS Revenue
Procedures 93-27 and 2001-43, or, to the extent applicable, Proposed Treasury Regulation Section 1.83-
3(1) and Internal Revenue Service Notice 2005-43 and the finally promulgated successor rules thereto, and
is issued with the intention, but without assurance or guaranty, that under certain interpretations of the
Code, the recipient of such an interest will not realize income on the issuance of the Unit, nor the vesting,
if applicable, of such Unit, and neither the Company,nor any Member is entitled to any deduction, either
immediately or through depreciation or amortization, as a result of the issuance of the interest. In
accordance with Rev.Proc.2001-43,which remains in effect as of the date hereof,the Company shall treat
said Member(s)as the holder and owner of the granted Profits Interest for federal income tax purposes from
the date the Profits Interest is granted regardless of whether or not such Profits Interest is vested. If the law
changes, new regulations are issued, or the IRS issues future authority with respect to the issuance of a
"profits interest," the Members agree to amend this Agreement to comply with such provisions, provided
that such amendment will not materially alter the economic arrangement between the Members. Class B
Units held by recipients may be subject to vesting restrictions set forth by the Managers at the time of
issuance.
Section 6.9 Minimum Distribution Threshold. Upon each issuance of Class B Units, the
Managers shall (i) deteiiuine the fair market value of the Company's assets, net of any liabilities of the
Company that are outstanding as of such issuance (the "Minimum Distribution Threshold"), and(ii) adjust
the Capital Account of each Member immediately prior to the issuance as set forth in Treasury Regulation
Section 1.704-1(b)(2)(iv)(f) and as provided in this Agreement. The Managers may, in their discretion,
reduce the Minimum Distribution Threshold with respect to any Class B Unit if, subsequent to the grant of
such Class B Unit, the fair market value of the Company's assets, net of liabilities, declines, or increases
the Minimum Distribution Threshold with respect to any Class B Unit, if, subsequent to the grant of such
Class B Unit, additional Capital Contributions are made to the Company. The Minimum Distribution
Threshold applicable to any Class B Unit shall be set forth in the Unit Award Agreement applicable to the
Class B Unit. The recipient of a Class B Unit must receive such Class B Units for the provisions of services
to or for the benefit of the Company in a Member capacity or in anticipation of being a Member.
ARTICLE 7
MANAGEMENT
Section 7.1 Managers; General Powers of Manager.
(a) The Company shall have two (2) Managers. Members shall not necessarily be a Manager
by virtue of their status as a Member, and the Managers need not be a Member of the Company. Rene
Dittrich and Joanne Foster are hereby designated to be the Managers of the Company. All decisions
requiring action of the Managers or relating to the business or affairs of the Company shall be decided by
the affilivative vote or consent of a majority of the Managers.
(b) Except as otherwise provided in this Agreement or mandated by the Act, the Members
(other than Members in their capacity as Manager, if any) shall take no part whatsoever in the control,
3581600v6 1 0

management direction or operation of the affairs of the Company and shall have no power to act for or bind
the Company.
(c) In addition to the powers and authorities expressly conferred by this Agreement upon the
Managers,the Managers shall have full and complete authority,power and discretion to manage and control
the business and affairs of Company,to make all decisions regarding those matters and to perfoiiu any and
all other acts or activities customary to or incident to the management of Company's business as described
in Section 4.1, except only as to those acts and things as to which approval by the Members is expressly
required by the Articles of Organization, this Agreement, the Act or other applicable law.
The Managers shall have the sole right to designate and elect officers for the Company. The
Managers may, from time to time, change the designation of officers and appoint additional individuals as
officers of the Company. Unless the Managers decide otherwise,if the title of an officer is one commonly
used for an officer of a business corporation footled under the North Carolina Business Corporation Act,
such officer shall have the duties and authority customarily associated with that office. The Managers may
remove any officer at any time,with or without cause.
(d) The Managers shall be the"managers"within the meaning of the Act. Except as otherwise
set forth in this Agreement and as specifically set forth in subparagraph(e)below,the Managers shall have
power and authority, on behalf of the Company, to take any and all lawful acts that the Managers consider
necessary, advisable, or in the best interests of the Company in connection with the day to day operations
and business of the Company,including,without limitation, to:
(i) on behalf of the Company, enter into, administer, hold and manage any
investments and receive, collect and distribute any investment income to the Members as set forth
herein;
(ii) open,maintain and close bank accounts(including cash equivalent accounts),draw
checks or other orders for the payment of moneys on behalf of the Company;
(iii) expend the capital and revenues of the Company in furtherance of the Company's
business and pay, in accordance with the provisions of this Agreement, all expenses, debts, and
obligations of the Company to the extent that funds of the Company are available therefor;
(iv) maintain, at the expense of the Company, adequate records and accounts of all
operations and expenditures of the Company and the Company property and make such records
and accounts available for inspection by the Members in accordance with Section 10.1;
(v) establish reasonable reserves for any proper Company purpose;
(vi) employ, at the expense of the Company, consultants, accountants, attorneys and
others, and teiiuinate such employment;
(vii) create an additional class of Units provided that such creation shall not adversely
affect the rights or protections of any Member existing at the time of such creation;
(viii) set the salaries or other compensation, if any, of any officers of the Company, as
established by the Managers in their sole discretion;
(ix) delegate its responsibilities and obligations hereunder, where reasonably
appropriate; and
3581600v6 1 1

(x) do all other things necessary or appropriate to accomplish the foregoing.
By executing this Agreement, each Member shall be deemed to have consented to the exercise by
the Managers of all of the foregoing powers of the Managers contained herein in accordance with the teiius
of this Agreement.
(e) Notwithstanding anything to the contrary herein, the Managers may not take any of the
following actions without the prior written consent of a Class A Majority:
(i) take any action in contravention of the Act or this Agreement;
(ii) take any action that would make it impossible to carry on the ordinary business of
the Company as described in Section 4.1, except as otherwise provided in this Agreement; or
(iii) amend this Agreement except as peiiuitted under Section 19.1.
(f) A Manager may be removed at any time by a Class A Majority. Upon the resignation of
any Manager or the inability of the Manager to serve, a Class A Majority shall have the power to elect a
Person to serve as a Manager to replace such Manager.
Section 7.2 Binding Authority. Unless specifically authorized to do so by this Agreement,no
Member or other Person aside from the Managers shall have any power or authority to bind the Company,
unless such Member or other Person has been authorized by the Managers in writing to act on behalf of the
Company. The signatures of the Managers on behalf of the Company, whether or not in contravention of
this Agreement, shall be deemed binding on third parties;provided, however, that, subject to Section 7.4,
the Managers shall remain liable to the Company and its Members for acts that are in breach of the teiius
of this Agreement.
Section 7.3 Compensation of Manager; Expenses. No Manager shall receive a fee for
perfoiiuing the functions of Manager unless deteiiuined by the Class A Majority.
Section 7.4 No Liability for Certain Acts. The Managers shall perfoiiu their duties in good
faith and in a manner they reasonably believe to be in the best interest of the Company;provided,however,
the Managers shall not have any fiduciary liability by reason of being or having been Managers. Any act
or failure to act of the Managers shall be presumed to be in the best interest of the Company. The Managers
do not, in any way, guarantee the return of Capital Contributions or a profit for the Members from the
operations of the Company. The Managers shall not be liable to the Company or to any Member for any
loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the
result of the Managers' fraud, gross negligence or willful misconduct. Each Member acknowledges that
this Section 7.4 constitutes,on the part of each Member,an express waiver of any fiduciary duties otherwise
owed to each such Member under the Act or otherwise and shall be interpreted consistently therewith.
Section 7.5 Transactions with Affiliates. Nothing in this Agreement shall preclude
transactions between the Company and an Affiliate or any of their employees or agents acting in and for
his, her or its own account; provided, however, that all such transactions shall be on a fair market"aini's
length"basis. The Managers shall have the power and authority, on behalf of the Company, to take any
and all lawful acts that the Managers consider necessary, advisable,or in the best interests of the Company
in connection with the transactions with Affiliates.
Section 7.6 Delegated Authority; Company Officials.
3581600v6 12

(a) Delegation. Notwithstanding anything to the contrary set forth herein, the exclusive
control,decision making authority and power of the Managers over the business and affairs of the Company,
as set forth in this Agreement, shall be subject to the Managers' delegation of authority or responsibility as
and when deemed appropriate by the Managers. Subject to their duties hereunder and applicable law, the
Managers may from time-to-time delegate to one or more persons other than the Manager such authority,
powers, and duties as the Manager shall deem appropriate.
(b) Company Officials. The Managers may appoint Company Officials as provided in Section
57D-1-03(5)of the Act,to serve at their pleasure until such time that the Managers give any such Company
Official notice of teiiuination of his or her status as a Company Official. A Company Official may resign
from such position at any time by giving written notice to the Managers. The Company Officials designated
by the Managers may include officers of the Company who have such titles and authority to act on behalf
of the Company as such officers would have in acting for a corporation under applicable North Carolina
corporate law. The Company Official shall serve without compensation in such capacity unless otherwise
deteiiuined by the Managers. The designation of an individual as a Company Official does not itself create
contract rights.
(c) Appointment of Becker. Margaret Becker ("Becker") is hereby appointed as "Stable
Manager"of the Company pursuant to Section 7.6(b)of this Agreement and delegated,pursuant to Section
7.6(a), such signatory authority on behalf of the Company as further set forth and limited in this Section
7.6(c). Notwithstanding the foregoing, and as a limitation on Becker's authority to act on behalf of the
Company,Becker's sole duties on behalf of the Company as Stable Manager shall be to act as an authorized
signatory on behalf of the Company ("Authorized Signatory"), pursuant to which, acting alone, be, and
hereby is,authorized,directed,and empowered in the name of the Company,acting in her capacity as Stable
Manager of the Company, to do all acts necessary and to accept, execute,perfoiiu and deliver from and/or
to any party all documents, and any other instruments, approved in a prior writing(including email)by the
either Manager, ratified by either Manager, in his or her sole discretion, or by written consent of either
Manager directing such signature authority and any other authorizations and delegations related to a
transaction or action of the Company or its affiliates. Notwithstanding the foregoing, Becker may accept,
execute, perfoiiu and deliver from and/or to any party all documents, instruments, and contracts valued at
or less than ten thousand dollars ($10,000) per year without the prior written or verbal approval of the
Managers. Except as expressly consented to by the Managers in their sole discretion, Becker shall not
receive any compensation for her role and duties set forth in this Section 7.6(c). Notwithstanding the
foregoing,nothing in this Section 7.6(c) shall enhance, limit, grant rights to or otherwise modify Becker's
duties, rights, and obligations to the Company or its affiliates with respect to any other employment or
contractor relationship by and between Becker and the Company or any of its affiliates.
Section 7.7 Other Business Activities of Manager. The Managers shall devote such of their
business time as is necessary to manage and operate the Company and to perfoiiu its obligations hereunder.
Nothing contained in this Agreement shall prevent any Member, the Managers, or any of their respective
Affiliates from engaging in any other activities or businesses, regardless of whether those activities or
businesses are similar to or competitive with the Company.Neither any of the Members,nor the Managers,
nor any of their respective Affiliates shall be obligated to account to the Company or to each other for any
profits or income earned or derived from other such activities or businesses.None of the Members,nor the
Managers,nor any of their Affiliates shall be obligated to infoiiu the Company or each other of any business
opportunity of any type or description.
ARTICLE 8
RIGHTS AND DUTIES OF MEMBERS
3581600v6 13

Section 8.1 Duties of Members. Members,in their capacity as Members, shall owe the same
(and no more than that) duties to other Members or holders of Units as a stockholder of a North Carolina
corporation who owns less than five percent (5%) of each of the outstanding equity securities and the
outstanding voting securities of such corporation owes to other stockholders of the same corporation. The
Members, in their capacity as Members, shall take no part in the management of the business, shall not
transact any business for the Company and shall have no power to sign for or bind the Company solely in
their capacity as Members; provided, however, that the Members shall have, and shall only have, those
rights not waivable under the Act.
Section 8.2 Compensation of Members. No Member in his or her capacity as such shall receive
any compensation for his or her services to the Company;provided,however,that reasonable and necessary
out-of-pocket business expenses incurred by a Member in the course of rendering services on behalf of the
Company shall be reimbursed by the Company,provided(a) such expenses and the purpose for which they
were incurred are in accordance with the Company's policies, (b) the Member timely submits to the
Company expense reports and substantiation of the expenses in accordance with the Company's policies
and(c)the Managers have approved(in writing)the incurrence of such expense by the Member in advance.
This Section shall not limit the fees and expenses payable to the Managers pursuant to Section 7.3 in their
capacity as Managers.
Section 8.3 Meetings. A meeting of the Class A Members may be called by the Managers at
any time.
Section 8.4 Place of Meetings of Members. Annual and special meetings of the Class A
Members will be held at such place within or without the State of North Carolina as may be fixed from time
to time by the Managers and stated in the notice of meeting. The Company shall not be required to hold
annual meetings except as deteüuined by the Managers from time to time.
Section 8.5 Notice of Meetings of Members. A written notice of the place, date and hour of
each meeting, whether annual or special, will be given personally, by first-class mail, by nationally
recognized overnight delivery service, or by electronic mail, to each Class A Member entitled to vote
thereat, not fewer than ten (10) days nor more than fifty (50) days prior to the meeting. The notice of any
regular or special meeting will also state the purpose or purposes for which the meeting is called. No other
matters may be transacted at any special meeting other than that specified in such notice. If such notice is
mailed or sent by overnight delivery service,it will be directed to the Class A Member in a postage-prepaid
envelope at such Class A Member's address as it appears on the record of Class A Members, or,if a Class
A Member had filed with the Managers a written request that notices to such Class A Member be sent to
some other address, then directed to such Class A Member at such other address. If such notice is mailed,
it shall be deemed delivered two (2) calendar days after being deposited in the United States mail. If such
notice is sent by overnight delivery service, it shall be deemed delivered on the next Business Day after
being sent.
Section 8.6 Waiver of Notice. Notice of any annual or special meeting of Class A Members
need not be given to any Class A Member who submits a written waiver of notice with the Secretary,signed
in person or by proxy, whether before or after the meeting. The attendance of any Class A Member at a
meeting,in person or by proxy,without protesting prior to the conclusion of the meeting the lack of notice
of such meeting,will constitute a waiver of notice by such Class A Member.
Section 8.7 Quorum and Adjournment. Except as otherwise provided by statute or this
Agreement, at all meetings of Class A Members,whether annual or special, a Class A Majority,present in
person or by proxy will be required for and will constitute a quorum for the transaction of business. In the
absence of a quorum,a Class A Majority may adjourn the meeting from time to time. At any such adjourned
3581600v6 14

meeting at which a quorum will be present, any business may be transacted that might have been transacted
at the meeting as originally called. No notice of an adjourned meeting need be given if the time and place
to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. If after
the adjournment, however, the Managers fix a new record date for the adjourned meeting, notice of the
adjourned meeting will be given to each Class A Member.
Section 8.8 Vote of Members. The vote of a Class A Majority shall be required for approving
or disapproving any action to be taken by the Class A Members unless (a) the Managers are expressly
authorized to take such action in this Agreement or(b) a different voting percentage is expressly provided
in this Agreement for a particular action.
Section 8.9 Proxies. Each Class A Member entitled to vote at a meeting of Class A Members
or to express consent or dissent without a meeting may authorize another Person or Persons to act for such
Class A Member by proxy. Each proxy is revocable at the pleasure of the Class A Member executing it,
except in those cases where a proxy is made irrevocable and an irrevocable proxy is peiiuitted by law.
Section 8.10 Members Consent in Lieu of a Meeting. Any action of the Class A Members may
be taken without a meeting,without prior notice and without a vote,if a consent in writing, setting forth the
action so taken,is signed by a Class A Majority.
Section 8.11 Liability of Members. No Member shall be liable to the Company or to any other
Member for(a) the perfoiivance, or the omission to perfoiiu, any act or duty on behalf of the Company if
such conduct did not constitute fraud, gross negligence or reckless or intentional misconduct, (b) the
teiiuination of the Company and this Agreement pursuant to the teiius hereof or(c)the perfoiivance,or the
omission to perfoiiu, on behalf of the Company any act in reliance on advice of legal counsel, accountants
or other professional advisors to the Company.
Section 8.12 Obligations Among Members. Except as otherwise expressly provided herein,
nothing contained in this Agreement shall be deemed to constitute any Member an agent or legal
representative of any other Member or to create any fiduciary relationship for any purpose whatsoever.
Except as otherwise expressly provided in this Agreement, a Member shall not have any authority to act
for, or to assume any obligation or responsibility on behalf of, any other Member or the Company.
Section 8.13 Confidentiality. Each of the Members, as well as the Managers, shall use
commercially reasonable efforts to cause its Affiliates, and its Affiliate's directors,officers, equity owners,
employees and agents to, keep all infoiivation regarding the business, affairs or plans of the Company
(including, but not limited to, the teiius of this Agreement, the identity of the other Members and
infoiivation described in Article 10) and Managers strictly confidential and shall maintain and protect all
infoiivation regarding the business, affairs or plans of the Company and Managers in no less careful a
manner than it maintains and protects its own confidential business infoiivation; provided, however, that
such infoiivation may be disclosed by a Member (a) to its advisors provided that such advisors agree to
maintain the infoiivation in strictest confidence or (b) if, in the reasonable opinion of counsel to such
Member, and after prior consultation with the Managers and their counsel, such disclosure is required by
law or regulation; provided, further, however, that the provisions of this Section 8.13 shall not apply to
infoiivation that(i)becomes generally available to the public other than as a result of a disclosure by such
Member or its representatives, (ii) was available to such Member on a non-confidential basis prior to its
disclosure to such Member prior to the disclosure of such infoiivation by the Company or its representatives
or(iii)becomes available to such Member on a non-confidential basis from a source that is not bound by
any obligation to keep such infoiivation confidential other than the Company, or any other Member or its
representatives. This covenant shall survive for an indefinite period.
3581600v6 15

Section 8.14 Enforcement.
(a) Remedies. Each Member covenants, agrees and recognizes that because the breach or
threatened breach of the covenants, or any of them, contained in Section 8.13 will result in immediate and
irreparable injury to the Company,the Company shall be entitled to an injunction restraining him from any
violation of and covenants and agreements contained in Section 8.13 to the fullest extent allowed by law.
Each Member further covenants and agrees that in the event of a breach or violation of any of the respective
covenants and agreements contained in Section 8.13, the Company shall be entitled to receive all such
amounts to which it would be entitled as damages under law or at equity.Nothing herein shall be construed
as prohibiting the Company from pursuing any other legal or equitable remedies that may be available to it
for any such breach. If the Company files suit to enforce, enjoin the enforcement, interpret or deteiiuine
the scope of the covenants contained herein and is the prevailing party in such suit they shall be entitled to
recover, in addition to all other damages or remedies provided for herein,its costs incurred in prosecuting
or defending said suit, including reasonable attorneys' fees. A breach of Section 8.13 by a Member's
employee, agent, partner, shareholder, member, investor, director or consultant shall be deemed a breach
by the Member.
(b) Reasonableness. Each Member agrees that the scope and duration of the restrictions in
Section 8.13 are fair, reasonable, and necessary to protect the Company's goodwill and confidential
infoiivation. The restrictions in Section 8.13 shall be in addition to any restrictions imposed upon a Member
by statute, at common law,or other agreements.
ARTICLE 9
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS,PROXIES, ETC.
Section 9.1 Execution of Documents. The Managers shall have the power to execute and
deliver deeds, leases, contracts, mortgages and other grants of security interests,bonds, debentures, notes
and other evidence of indebtedness, checks, drafts and other orders for the payment of money and other
documents for and in the name of the Company,or any other employee or agent of the Company,upon the
written direction of the Managers, shall have the power to execute such instruments.
Section 9.2 Deposits. All funds of the Company not otherwise employed shall be deposited
from time to time to the credit of the Company or otherwise in accordance with Company policy as
approved by the Managers.
Section 9.3 Proxies in Respect of Stock or Other Securities of Other Companies. The
Managers shall have the authority (a) to appoint from time to time an agent or agents of the Company to
exercise in the name and on behalf of the Company the powers and rights that the Company may have as
the holder of stock or other securities in any other company, (b) to vote or consent in respect of such stock
or securities and (c) to execute or cause to be executed in the name and on behalf of the Company such
written proxies, consents, powers of attorney or other instruments as they may deem necessary or
appropriate in order that the Company may exercise such powers and rights. Any such designated officer
may instruct any Person or Persons appointed as aforesaid as to the manner of exercising such power and
rights.
ARTICLE 10
BOOKS AND RECORDS; RIGHT OF INSPECTION; TAX MATTERS
Section 10.1 Books and Records. The Company will keep accurate books and records relating
to transactions with respect to the assets of the Company,which shall be available for the inspection of the
3581600v6 16

Members or such Members' representative, during ordinary business hours and upon reasonable notice for
any purposes reasonably related to such Member's interest as a Member.
Section 10.2 Info'Iuation.
(a) Unless restricted by the Managers, each Member has the right to inspect: (i) a copy of the
Articles of Organization and of this Agreement(as well as any signed powers of attorney pursuant to which
any such document was executed); (ii) a copy of the Company's federal, state and local income tax returns
and reports,and annual financial statements of the Company;and(iii)copies of minutes(or written consents
without a meeting),of every meeting (or action taken by consent) of the Members or the Managers.
(b) Unless restricted by the Managers, upon the request of a Member, the Managers shall
deliver to such Member, as soon as practicable, copies of any financial statements of the Company.
Section 10.3 Tax Return. The Company, at its expense, will cause the preparation and timely
filing (including extensions) of all tax returns required to be filed by the Company pursuant to the Code as
well as all other required state and local tax returns in each jurisdiction in which the Company owns property
or does business. Within ninety (90) days following the end of each Fiscal Year, the Company shall use
reasonable efforts to provide each Member with all necessary tax reporting infoiivation, a copy of the
Company's infoiivational federal income tax return for such Fiscal Year and such other infoiivation as is
reasonably necessary to enable the Members to comply with their tax reporting requirements. If the final
federal income tax return is not completed within such ninety (90) day period, the Managers will provide
estimates of income, gain, loss, deductions and credit to the Members and will endeavor to complete the
Company's income tax returns for such Fiscal Year within reasonably timely extension periods.
Section 10.4 Tax Elections.
(a) The Company shall make (or not make) and revoke (or not revoke) such tax elections as
the Managers may from time to time deteüuine.
Section 10.5 Tax Matters Partner. Rene Dittrich is specifically authorized to act as the "Tax
Matters Partner"under the Code and in any similar capacity under stated or local law. In addition,the Tax
Matters Partner shall constitute the "partnership representative" under §6223 of the Code as in effect
pursuant to the Bipartisan Budget Act of 2015 (the "Budget Act"), and the Tax Matters Partner shall take
any and all action required under the Code or the regulations, as in effect from time to time, to designate
itself as the "partnership representative." The partnership representative, on behalf of the Company, shall,
as peüuitted under the Code and applicable regulations: (a) elect pursuant to §6221(b) of the Code (as
modified by the Budget Act) that the provisions of Subchapter C of Chapter 63 of the Code (as modified
by the Budget Act) not apply to the Company, or (b) elect to use the alternative procedure to payment if
imputed underpayment described in §6226 of the Code (as modified by the Budget Act). Each Member
(current or foiiuer), as defined in the Act, shall cooperate with the partnership representative in good faith
to amend this Agreement if the partnership representative deteiiuined that an amendment is required, after
promulgation of regulations implementing the Budget Act,to maintain the intent of the parties with respect
to the authority of the Tax Matters Partner or the treatment of a federal partnership tax audit. The Tax
Matters Partner or its successor, as partnership representative, shall have all of the powers and
responsibilities of the Tax Matters Partner as otherwise set forth in this Agreement to the extent peüuitted
under the Code(as modified by the Budget Act)and applicable at regulations promulgated thereunder. Any
direct out-of-pocket expense incurred by the partnership representative in carrying out his obligations
hereunder shall be allocated to and charged to the Company as an expense of the Company for which the
Tax Matters Palmer shall be reimbursed.
3581600v6 17

Section 10.6 No Partnership. The classification of the Company as a partnership will apply only
for federal(and, as appropriate, state and local)income tax purposes. This characterization, solely for tax
purposes, does not create or imply a general partnership among the Members for state law or any other
purpose. Instead, the Members acknowledge the status of the Company as a limited liability company
foiiued under the Act. The Managers shall have the right to change the tax classification of the Company;
provided that such reclassification does not have a material adverse tax impact on the Company or any of
its Members.
Section 10.7 Title to Company Assets. Title to, and all right and interest in, the Company's
assets shall be acquired in the name of and held by the Company, or,if acquired in any other name,be held
for the benefit of the Company.
ARTICLE 11
CAPITAL ACCOUNTS
Section 11.1 Maintenance. Each Member agrees that a single capital account(each a"Capital
Account") shall be established and maintained for each Member and shall be credited, charged and
otherwise adjusted as provided in this Article 11 and as required by the Regulations promulgated under §
704(b) of the Code (the "§704(b) Regulations"). The Capital Account of each Member shall be:
(a) credited with (i) each Capital Contribution made by such Member, (ii) such Member's
allocable share of Net Profits and other items of income and gain of the Company, including items of
income and gain exempt from tax, and(iii) all other items properly credited to the Capital Account of such
Member as required by the § 704(b) Regulations; and
(b) charged with (i) each Distribution made to such Member by the Company, (ii) such
Member's allocable share of Net Losses and other items of loss and deduction of the Company and(iii) all
other items properly charged to the Capital Account of such Member as required by the § 704(b)
Regulations.
Section 11.2 Adjustments. The Members intend to comply with the § 704(b) Regulations in all
respects, and agree that their Capital Accounts shall be adjusted by the Managers to the full extent that the
§ 704(b) Regulations may apply(including,without limitation, applying the concepts of the minimum gain
chargebacks and qualified income offsets). To this end, each Member agrees that the Managers may make
any Capital Account adjustment that,in the opinion of tax counsel selected by the Managers, is necessary
or appropriate to maintain equality between the aggregate Capital Accounts of the Members and the amount
of capital of the Company reflected on its balance sheet(as computed for book purposes), as long as such
adjustments are consistent with the underlying economic arrangement of the Members and are based on,
wherever practicable, and consistent with federal tax accounting principles.
Section 11.3 Transfer. Each Member agrees that, if all or any part of his or his Membership
Interests are transferred in accordance with this Agreement, except to the extent otherwise provided in the
§ 704(b) Regulations,upon admission of the transferee as a Member, the Capital Account of the transferor
that is attributable to the transferred Membership Interests will carry over to the transferee.
ARTICLE 12
ALLOCATION OF INCOME, GAIN, LOSS AND DEDUCTION
Section 12.1 Allocation of Net Profits and Net Losses.
3581600v6 18

(a) Allocation of Net Profits. Except as provided otherwise in this Agreement,the Net Profits
of the Company for each Fiscal Year shall be allocated among the Members as follows:
(i) first, to the Members in the proportion and to the extent that they have been
allocated Net Losses pursuant to the provisions of Section 12.1(b)(iii) and then Section 12.1(b)(ii)
until the cumulative Net Profits allocated pursuant to this Section 12.1(a)(i) equal such cumulative
prior allocations of Net Losses under those subparagraphs; and
(ii) second, to each Member in an amount equal to the cumulative Distributions
received by the Member through the end of the Fiscal Year minus any special allocations that the
Member received in prior years under this Article 12. If Net Profits for any Fiscal Year are less
than the cumulative Distributions received by the Members through the end of the Fiscal Year
minus any special allocations that the Members received in prior years,Net Profits for such Fiscal
Year shall be allocated to the Members in proportion to their relative cumulative Distributions
received through the end of the Fiscal Year.
(b) Allocations of Net Losses. Except as provided otherwise in this Agreement, the losses of
the Company for each Fiscal Year shall be allocated among the Members as follows:
(i) first, to the Members in the proportion and to the extent that they have been
allocated Net Profits pursuant to the provisions of Section 12.1(a)(ii) until the cumulative Net
Losses allocated pursuant to this Section 12.1(b)(i) equal such cumulative prior allocations of Net
Profits under that subparagraph;
(ii) second, to the Members in proportion to and to the extent of the positive balances
in their Capital Accounts until there are no such balances; and
(iii) third, to the Members in accordance with their respective Percentage Interests.
(c) Intent. The Managers may,in their sole discretion make such other assumptions (whether
or not consistent with the foregoing assumptions) as the Managers deem necessary or appropriate to
effectuate the intended economic arrangement of the Members,which is for the allocations pursuant to this
Section 12.1 to track and follow the distributions actually made pursuant to Section 13.1.
Section 12.2 Allocation in the Event of Property Distribution. In the event that property other
than cash is distributed to each Member, such property shall be deemed sold at its fair market value
immediately prior to its Distribution,and any gain or loss resulting from such deemed sale shall be allocated
among the Members in accordance with Section 12.1.
Section 12.3 Special Rules. Notwithstanding the general allocation rules set forth in Section
12.1 or the allocation rules set forth in Section 12.2,the following special allocation rules shall apply under
the circumstances described.
(a) Deficit Capital Account and Nonrecourse Debt Rules.
(i) Limitation on Loss Allocations. The Net Losses allocated to any Member pursuant
to Section 12.1 with respect to any Fiscal Year shall not exceed the maximum amount of Net Losses
that can be so allocated without causing such Member to have a deficit in its Adjusted Capital
Account at the end of such Fiscal Year. All Net Losses in excess of the limitation set forth in the
preceding sentence of this Section 12.3(a)(i) shall be allocated, to the maximum extent peiiuitted
by the Code and the Regulations, pro rata among the Members having positive balances in their
3581600v6 19

Adjusted Capital Accounts (after giving effect to the allocations required by Section 12.1) in the
ratio obtained by dividing (x) each such Member's Capital Account balance by (y) the sum of all
such Members' Capital Account balances.
(ii) Qualified Income Offset. If in any Fiscal Year a Member unexpectedly receives
an adjustment, allocation or distribution described in §§ 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the
Regulations, and such adjustment, allocation or distribution causes, or increases, a deficit in the
Adjusted Capital Account for such Member,then,before any other allocations are made under this
Agreement or otherwise, such Member shall be allocated items of income and gain (consisting of
a pro rata portion of each item of income, including gross income and gain) in an amount and
manner sufficient to eliminate such deficit in the Adjusted Capital Account as quickly as possible.
(iii) Company Minimum Gain Chargeback. If there is a net decrease in Company
Minimum Gain during any Fiscal Year, each Member shall be allocated items of income and gain
for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in proportion to, and to the
extent of,such Member's share of the net decrease in Company Minimum Gain during such Fiscal
Year, subject to the exceptions set forth in §§ 1.704-2(f)(2), (3) and (5) of the Regulations
(hereinafter referred to as"Company Minimum Gain Chargeback");provided that,if the Company
has any discretion under any applicable revenue ruling published by the Commissioner of the
Internal Revenue Service pursuant to § 1.704-2(f)(5) of the Regulations, the Managers shall
exercise such discretion on behalf of the Company. The Managers shall,if the Managers deteiiuine
that the application of this Section 12.3(a)(iii) would cause a distortion in the economic
arrangement among the Members, ask the Commissioner of the Internal Revenue Service to waive
the Company Minimum Gain Chargeback requirements pursuant to § 1.704-2(f)(4) of the
Regulations. To the extent that this Section is inconsistent with § 1.704-2(f) or§ 1.704-2(k) of the
Regulations or incomplete with respect to such Sections of the Regulations, the Company
Minimum Gain Chargeback provided for herein shall be applied and interpreted in accordance with
such Sections of the Regulations.
(iv) Member Minimum Gain Chargeback. If there is a net decrease in Member
Minimum Gain during any Fiscal Year, each Member shall be allocated items of income and gain
for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in proportion to, and to the
extent of, such Member's share of the net decrease in Member Minimum Gain during such Fiscal
Year, subject to the exceptions set forth in §§ 1.704-2(f)(2), (3), and (5) of the Regulations as
referenced by § 1.704-2(i)(4) of the Regulations (hereinafter referred to as "Member Minimum
Gain Chargeback"). The Managers shall, if the Managers deteiiuine that the application of this
Section 12.3(a)(iv)would cause a distortion in the economic arrangement among the Members, ask
the Commissioner of the Internal Revenue Service to waive the Member Minimum Gain
Chargeback requirement pursuant to § 1.704-2(i)(4) of the Regulations. To the extent that this
Section 12.3(a)(iv) is inconsistent with §§ 1.704-2(i)(4) or 1.704-2(k) of the Regulations or
incomplete with respect to such Sections of the Regulations, the Member Minimum Gain
Chargeback provided for herein shall be applied and interpreted in accordance with such Sections
of the Regulations.
(v) Nonrecourse Deductions. Nonrecourse deductions shall be allocated among the
Members in accordance with their Units. Member Nonrecourse Deductions shall be allocated
among the Members in accordance with the ratios in which the Members share the economic risk
of loss for the Member Nonrecourse Debt that gave rise to those deductions as deteiiuined under§
1.752-2 of the Regulations. This allocation is intended to comply with the requirements of§ 1.704-
2(i) of the Regulations and shall be interpreted and applied consistent therewith.
3581600v6 20

(vi) Limited Effect and Interpretation. The special rules set forth in Section 12.3(a)(i),
(ii), (iii), (iv) and(v) (the "Regulatory Allocations") shall be applied only to the extent required by
applicable Regulations for the resulting allocations provided for in this Section 12.3, taking into
account such Regulatory Allocations, to be respected for federal income tax purposes. The
Regulatory Allocations are intended to comply with the requirements of§§ 1.704 1(b), 1.704 2 and
1.752-1 through 1.752-5 of the Regulations and shall be interpreted and applied consistently
therewith.
(vii) Curative Allocations. The Regulatory Allocations may not be consistent with the
manner in which the Members intend to divide the Net Profits, Net Losses and similar items.
Accordingly, Net Profits,Net Losses and other items will be reallocated among the Members in a
manner consistent with §§ 1.704-1(b) and 1.704-2 of the Regulations (as deteiiuined by the
Managers)so as to negate as rapidly as possible any deviation from the manner in which Net Profits,
Net Losses and other items are intended to be allocated among the Members pursuant to Section
12.1 and Section 12.2 that is caused by the Regulatory Allocations.
(viii) Change in Regulations. If the Regulations incorporating the Regulatory
Allocations are hereafter changed or if new Regulations are hereafter adopted, and such changed
or new Regulations,in the opinion of independent tax counsel for the Company,make it necessary
to revise the Regulatory Allocations or provide further special allocation rules in order to avoid a
significant risk that a material portion of any allocation set forth in this Article 12 would not be
respected for federal income tax purposes, the Members shall make such reasonable amendments
to this Agreement as,in the opinion of such counsel, are necessary or desirable,taking into account
the interests of the Members as a whole and all other relevant factors, to avoid or reduce
significantly such risk to the extent possible without materially changing the amounts allocable and
distributable to any Member pursuant to this Agreement.
(b) Change in Member's Interests. If there is a change in any Member's share of the Net
Profits,Net Losses or other items of the Company during any Fiscal Year, allocations among the Members
shall be made in accordance with their interests in the Company from time to time during such Fiscal Year
in accordance with § 706 of the Code, using the closing-of-the-books method, except that Depreciation,
amortization and similar items shall be deemed to accrue ratably on a daily basis over the entire Fiscal Year
during which the corresponding asset is owned by the Company.
Section 12.4 Tax Allocations.
(a) In General. Except as set forth in this Section 12.4, allocations for tax purposes of items
of income, gain, loss and deduction, and credits and basis therefor, shall be made in the same manner as
allocations for book purposes as set forth in Section 12.1, Section 12.2 and Section 12.3. Allocations
pursuant to this Section 12.4 are solely for purposes of federal, state and local income taxes and shall not
affect, or in any way be taken into account in computing, any Member's Capital Account or share of Net
Profits,Net Losses, other items or Distributions pursuant to any provision of this Agreement.
(b) Special Rules.
(i) Elimination of Book/Tax Disparities. Any item of income, gain, loss, and
deduction with respect to any property(other than cash) that has been contributed by a Member to
the capital of the Company and which is required to be allocated for income tax purposes under
Section 704(c) of the Code so as to take into account the variation between the tax basis of such
property and its agreed upon fair market value at the time of its contribution shall be allocated to
the Members solely for income tax purposes in any manner peiiuitted by Section 704(c) (including
3581600v6 21

by using the remedial or curative allocations method) selected by the Managers. Similarly, if any
property of the Company is reflected in the Capital Accounts of the Members and on the books of
the Company at a Book Value that differs from the adjusted tax basis of such property, the
Company's allocations of tax items shall be appropriately made pursuant to the Treasury
Regulations using Section 704(c) principles so as to take account of the variation between the
adjusted tax basis of the applicable property and its Book Value (as deteiiuined by the Managers).
(ii) Allocation of Items Among Members. Except as otherwise provided in this
Section 12.4(b), each item of income, gain, loss and deduction and all other items governed by §
702(a) of the Code shall be allocated among the Members in proportion to the allocation of Net
Profits and Net Losses set forth in Section 12.1, Section 12.2 and Section 12.3; provided that any
gain recognized from any disposition of a Company asset that is treated as ordinary income because
it is attributable to the recapture of any depreciation or amortization shall be allocated among the
Members in the same ratio as the prior allocations of Net Profits, Net Losses or other items that
included such depreciation or amortization,but not in excess of the gain otherwise allocable to each
Member.
(iii) Tax Credits. All tax credits shall be allocated to the Members pro rata in proportion
to their respective Percentage Interests.
(c) Confoiniity of Reporting. The Members are aware of the income tax consequences of the
allocations made by this Section 12.4 and hereby agree to be bound by the provisions of this Section 12.4
in reporting their shares of the Company's profits,gains,income,losses,deductions,credits and other items
for income tax purposes.
ARTICLE 13
DIS I'RIBUTIONS
Section 13.1 Distributions.
(a) Except as otherwise provided in this Agreement,the Company shall make Distributions at
such times and in such amounts as may be deteiiuined by the Managers. Except as otherwise provided in
this Agreement,all Distributions shall be made to the Members pro rata based on their respective Percentage
Interests. Subject to Section 13.1(b), Distributions shall be made to all Members ratably among Members
in proportion to the Percentage Interests held by each such Member immediately prior to such Distribution.
(b) Notwithstanding anything set forth in this Section 13.1 to the contrary, no Distributions
shall be made (other than Distributions pursuant to Section 13.1(c))to a Member on account of its unvested
Class B Units.
(c) Notwithstanding anything set forth in Section 3.01(a) or (b) to the contrary, no later than
180 days following the end of each Fiscal Year, the Company shall make Distributions, if any, to each
Member,in an amount equal to the excess,if any,of such Member's Presumed Tax Liability for such Fiscal
Year over all amounts previously distributed to such Member during such Fiscal Year pursuant to Section
13.1 (a"Tax Distribution") (other than any Tax Distribution pursuant to this Section 13.1(c) with respect
to a prior Fiscal Year). Any Distributions pursuant to this Section 13.1(c) shall be deemed to be advance
Distributions otherwise distributable to the Members pursuant to Section 13.1(a) and shall reduce the
amounts that would subsequently otherwise be distributable to the Members pursuant to Section 13.1(a)in
the order they would otherwise have been distributable. If Distributions are insufficient to make the full
Tax Distributions that would otherwise be made to all Members for any Fiscal Year,then Tax Distributions,
if any,shall be made to the Members in proportion to the Net Profits allocated to them for such Fiscal Year
3581600v6 22

and the Company shall have no obligation to distribute all, or any portion, of a Tax Distribution that could
not be made with respect to a Fiscal Year to the Members in any subsequent Fiscal Years.
The Company may make Tax Distributions in quarterly installments on an estimated basis prior to
the end of a Fiscal Year, but if the amounts distributed by the Company as estimated quarterly Tax
Distributions exceed the amount of Tax Distributions to which a Member is entitled for such Fiscal Year,
the Member will, within 10 days after the tax return for such Fiscal Year is filed,return such excess to the
Company without interest and,until it is returned, such excess will be treated as an advance distribution to
such Member pursuant to Section 13.1(a). If for any reason such excess is not returned, then such excess
will be set off against any future distributions to which such Member otherwise would have been entitled
under Section 13.1(a).
For purposes of the foregoing, "Presumed Tax Liability" for any Member for a Fiscal Year shall
mean an amount equal to the product of(a) the amount of taxable income (including in computing taxable
income any items required to be separately stated under Section 703) allocated to such Member for that
Fiscal Year and (b) the maximum combined effective U.S. federal and North Carolina state tax rates
applicable to individuals on capital gains (taking into account the applicable holding period) or ordinary
income (without reference to alternative minimum taxes), as applicable, and(c) all other taxes specifically
applicable to self-employment income allocated to each Member, based on the character of the taxable
income allocated to the Member.
(d) Notwithstanding the foregoing, Distributions to the Members in Liquidation of the
Company shall be made to the Members in accordance with their positive Capital Account balances
adjusted at that time in accordance with this Agreement, and thereafter to the Members pro rata based on
their respective Percentage Interests. Distributions to a Member in liquidation of all of such Member's
interest in the Company shall be in the amount of the Member's positive Capital Account balance as so
adjusted. For the avoidance of doubt,for the purposes of this Section 13.1(b),no amount shall be distributed
to the Members holding Class B Units in Liquidation of the Company unless and until the Minimum
Distribution Threshold for such Class B Unit has been satisfied.
Section 13.2 Withholding.
(a) If required by the Code, or by other applicable law, the Company will withhold any
required amount from Distributions to a Member for payment to the appropriate taxing authority. Any
amount so withheld from a Member will be treated as a Distribution by the Company to such Member.
Each Member agrees to timely file any document that is required by any taxing authority in order to avoid
or reduce any withholding obligation that would otherwise be imposed on the Company.
(b) To the extent any amount is required to be withheld and paid over to an appropriate taxing
authority is in excess of the Distributions then distributable to such Member, the Company shall notify the
Member in writing of the Member's obligation to pay to the Company the amount of the withholding tax
in excess of the Distributions to which such Member would otherwise then be entitled. Each Member shall
pay the amount of such excess to the Company within five (5) Business Days after receipt of such written
notice. If the Company is required to remit any such excess withholding tax for the account of any Member
prior to the Company's receipt of such payment, the Company shall remit the full required amount of such
withholding tax to the taxing authority (if and to the extent that Company funds are available for such
purpose) and the amount of such excess shall be treated as a loan (a "Withholding Advance") from the
Company to the Member,which shall accrue interest until paid at the Default Rate.
(c) Any Withholding Advance made to a Member and any interest accrued thereon shall be
credited and offset against the amount of any later payment or Distributions to which the Member would
3581600v6 23

otherwise be entitled,with credit for accrued and unpaid interest as of the date such payment or Distribution
would otherwise have been made being applied before any credit for the amount of the Withholding
Advance. Any Withholding Advance made to a Member and any interest accrued thereon, to the extent it
has not previously been paid by the Member in cash or fully credited against payments or Distributions to
which the Member would otherwise be entitled, shall be paid by the Member to the Company upon the
earliest of(i) the dissolution of the Company, (ii) the date on which the Member ceases to be a Member of
the Company, or(iii) demand for payment by the Managers.
Section 13.3 Offset. The Company may offset all amounts owing to the Company by any
Member against any Distribution to be made to such Member.
Section 13.4 Limitation Upon Distributions. No Distribution shall be declared and paid to the
extent that, at the time of the Distribution, after giving effect to the Distribution, all liabilities of the
Company (other than liabilities to Members on account of their interest in the Company and liabilities for
which recourse of creditors is limited to specified property of the Company) exceed the fair market value
of the assets of the Company (except that the fair market value of property that is subject to a liability for
which the recourse of creditors is limited shall be included in the assets of the Company only to the extent
that the fair market value of such property exceeds such liability).
ARTICLE 14
INDEMNIFICATION
Section 14.1 Indemnification. The Company shall indemnify and hold haüuless each Member
and each general or limited partner of any Member or such Member's Affiliates, shareholder, members or
other holder of any equity interest in such Member or its Affiliate, or any officer or director of any of the
foregoing and each and any representative of the Managers or any officer of the Company(collectively,the
"Indemnified Party"),in accordance with this Article 14 and to the fullest extent allowed by the law, from
and against any and all losses, claims,damages,liabilities, expenses(including legal and other professional
fees and disbursements),judgments,fines, settlements,demands, costs, causes of action and other amounts
(each an "Indemnification Obligation") arising from any and all claims, demands, actions, suits or
proceedings (civil, criminal, administrative or investigative), actual or threatened, in which such
Indemnified Party may be involved, as a party or otherwise,by reason of such Indemnified Party's service
to, or on behalf of, or management of the affairs of, the Company, or rendering of advice or consultation
with respect thereto, or which relate to the Company, its properties, business or affairs, or any matter
incidental to this Agreement, including the foiivation hereof, and any matter for which such Indemnified
Party is exculpated, whether or not the Indemnified Party continues to be a Member, representative or
officer at the time any such Indemnification Obligation is paid or incurred; provided that such
Indemnification Obligation resulted from a mistake of judgment, or from action or inaction of such
Indemnified Party that did not constitute gross negligence, willful misconduct or bad faith; and provided,
further, that the conduct of the Indemnified Party has not been found by a non-appealable court judgment,
order, decree or decision (a) to constitute bad faith, intentional misconduct, knowing violation of law or
active and deliberate dishonesty material to the claim or(b) to result in financial profit or other advantage
to which the Indemnified Party was not legally entitled or(c)to have constituted a Distribution under Article
13 which was not made in accordance with the Act. Any indemnity under this Section shall be paid solely
out of and to the extent of Company Assets and shall not be a personal obligation of any Member and in no
event will any Member be required or peiiuitted, without the consent of all Members, to contribute
additional capital to enable the Company to satisfy any obligation under this Section. The Company shall
also indemnify and hold haiiuless any Indemnified Party from and against any Indemnification Obligation
suffered or sustained by such Indemnified Party by reason of any action or inaction of any employee,broker
or other agent of such Indemnified Party, provided that such employee, broker or agent was selected,
engaged or retained by such Indemnified Party with reasonable care. The teiiuination of a proceeding by
3581600v6 24

judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of
itself, create a presumption that such Indemnification Obligation resulted from the gross negligence,willful
misconduct or bad faith of such Indemnified Party. Expenses (including legal and other professional fees
and disbursements)incurred in any proceeding will be paid by the Company, as incurred,in advance of the
final disposition of such proceeding upon receipt of an undertaking by or on behalf of such Indemnified
Party to repay such amount if it shall ultimately be deteiiuined that such Indemnified Party is not entitled
to be indemnified by the Company as authorized hereunder.
Section 14.2 Indemnification Not Exclusive. The indemnification provided by this Article 14
shall not be deemed to be exclusive of any other rights to which each Indemnified Party may be entitled
under any agreement, or as a matter of law, or otherwise, both as to action in such Indemnified Party's
official capacity and to action in another capacity, and shall continue as to such Indemnified Party who has
ceased to have an official capacity for acts or omissions during such official capacity or otherwise when
acting at the request of the Managers,or any Person granted authority thereby,and shall inure to the benefit
of the heirs, successors and administrators of such Indemnified Party.
Section 14.3 Insurance on Behalf of Indemnified Party. The Managers shall have the power,
but not the obligation, to purchase and maintain insurance on behalf of each Indemnified Party, at the
expense of the Company,against any liability which may be asserted against or incurred by the Indemnified
Party in any such capacity,whether or not the Company would have the power to indemnify the Indemnified
Parties against such liability under the provisions of this Agreement.
Section 14.4 Indemnification Limited by Law. Notwithstanding any of the foregoing to the
contrary, the provisions of this Article 14 shall not be construed so as to provide for the indemnification of
an Indemnified Party for any liability to the extent(but only to the extent) that such indemnification would
be in violation of applicable law or to the extent that such liability may not be waived,modified or limited
under applicable law,but shall be construed so as to effectuate the provisions of this Article 14 to the fullest
extent peiiuitted by law.
ARTICLE 15
ACCOUNTING PROVISIONS
Section 15.1 Fiscal Year. For income tax and financial accounting purposes,the Fiscal Year of
the Company will end on December 31 of each year(unless otherwise required by the Code).
Section 15.2 Accounting Method. For income tax and financial accounting purposes, the
Company will use any peiiuissible method of accounting as deteiiuined by the Managers.
ARTICLE 16
DISSOLUTION
Section 16.1 Dissolution. Dissolution of the Company will occur upon the happening of any of
the following events: (a) the consent of the Managers and a Class A Majority; or (b) the sale of all or
substantially all of the Company's assets.
ARTICLE 17
LIQUIDATION
Section 17.1 Liquidation. Upon Dissolution of the Company, the Company will immediately
proceed to wind up its affairs and liquidate. The Liquidation of the Company will be accomplished in a
businesslike manner by such Person or Persons designated by the Managers, which Person(s) shall be
3581600v6 25

entitled to reasonable compensation therefor. Subject to Section 17.4, a reasonable time will be allowed
for the orderly Liquidation of the Company and the discharge of liabilities to creditors to enable the
Company to minimize any losses attendant upon Liquidation. Any Net Profits or Net Losses on disposition
of any Company assets in Liquidation will be allocated among the Members and credited or charged to
Capital Accounts in accordance with Section 12.1 and distributions shall be made in accordance with
Section 13.1. Until the filing of the Certificate of Cancellation under Section 17.5 and without affecting
the liability of Members and without imposing liability on the liquidating trustee, the Person or Persons
conducting the liquidation may settle and close the Company's business,prosecute and defend suits,dispose
of its property, discharge or make provision for its liabilities, and make Distributions in accordance with
the priorities set forth in Section 17.2.
Section 17.2 Priority of Payment. The assets of the Company will be distributed in Liquidation
in the following order:
(a) To creditors, including Members who are creditors, by the payment or provision for
payment of the debts and liabilities of the Company and the expenses of Liquidation;
(b) To the setting up of any reserves that are reasonably necessary for any contingent or
unforeseen liabilities or obligations of the Company; and
(c) To the Members based on, and to the extent of, their respective positive Capital Account
balances, and thereafter, the balance to the Members pro rata based on their relative Percentage Interests.
For the avoidance of doubt, no amount shall be distributed to the Members holding Class B Units in
Liquidation of the Company unless and until the Minimum Distribution Threshold for such Class B Unit
has been satisfied.
Section 17.3 Timing. Final Distributions in Liquidation will be made by the end of the
Company's Fiscal Year in which such actual Liquidation occurs (or, if later, within ninety (90) days after
such event)in the manner required to comply with the § 704(b)Regulations. Payments of Distributions in
Liquidation may be made to a liquidating trust established by the Company for the benefit of those entitled
to payments under Section 17.2 in any manner consistent with this Agreement and the §704(b)Regulations.
Section 17.4 Liquidating Reports. A report will be submitted with each liquidating Distribution
to the Members, showing the collections, disbursements and Distributions during the period which is
subsequent to any previous report. A final report, showing cumulative collections, disbursements and
Distributions,will be submitted upon completion of the Liquidation process.
Section 17.5 Articles of Dissolution. Within ninety (90) days following the Dissolution of the
Company and the commencement of winding up of its business,or at any other time there are no Members,
the Company will file Articles of Dissolution(to cancel the Articles of Organization)with the Secretary of
State of the State of North Carolina pursuant to the Act. At such time, the Company will also file an
application for withdrawal of its Certificate of Authority in any jurisdiction where it is then qualified to do
business.
ARTICLE 18
TRANSFER RESTRICTIONS;PURCHASE RIGHTS
Section 18.1 Transfer of Units.
(a) General Restriction. A Member may not sell or transfer all or any part of the Member's
Units in the Company(or any portion thereof,including any Economic Interest or any other interest in the
3581600v6 26

Company) except as provided in this Article. In addition, each Member that is an entity or trust shall not
(a)peiiuit the transfer of its equity interests or capital stock to, or between any person or entity, (b) create
or issue any new equity interests in such entity or trust, any rights convertible or exchangeable into or
exercisable for equity interests in such entity or trust, any rights convertible or exchangeable into or
exercisable for equity interests in such entity or trust or any other right to acquire any equity interests in
such entity or trust to any person that does not own an equity interest or trust as of the date of this Agreement
or(c) enter into any other agreement, letter arrangement or other understanding,the teüus of which violate,
contravene or conflict with this Agreement,in each case,without the prior written consent of the Company
or otherwise in compliance with the transfer provisions of this Article 18. Any sale, assignment, transfer,
or purported sale or transfer of a Member's Units in the Company (or any portion thereof, including any
Economic Interest or any other interest in the Company), either directly or indirectly, shall be null and void
unless made strictly in accordance with the provisions of this Article.
(b) Affiliate Transfers Peiiuitted. Each Member may transfer Units of the Company to any
Affiliate of such Member, and any transferee thereof shall become a Member only in accordance with the
provisions of Section 18.1(f). No further transfer of such Units shall be made by such transferee except
back to the Member who originally owned it,or except in accordance with the provisions of Section 18.1(c)
or 18.1(d).
(c) Right of First Refusal upon Voluntary Transfer.
(i) Upon receipt of a bona fide offer from a non-Affiliate to purchase a Member's
Class A Units in the Company, or any portion thereof, a Class A Member shall first offer to sell
such Class A Units, upon the same price, teinis, and conditions of the bona fide offer, to the other
Class A Members (the "non-Transferring Class A Members) on a pro rata basis deteiiuined by
reference to the relative Percentage Interests of each of the non-Transferring Class A Members
accepting such offer or as otherwise agreed by the non-Transferring Members.
(ii) Notice of such offer shall be given in accordance with Section 19.8 to each non-
Transferring Member, with copies to the Company at its principal address, and must specify the
price, teüus, and conditions of the bona fide offer and the identity and address of the proposed
third-party transferee. Each non-Transferring Member shall have a period of thirty(30) days from
the date of effective notice of such offer to accept such offer by written notice in accordance with
Section 19.8 to all Members and the Company at its principal office. Any non-Transferring
Member may offer to purchase any portion of the Transferring Member's Units if such portion is
not purchase by another non-Transferring Member.
(iii) If all of the Units offered by the Transferring Member are not purchased by the
non-Transferring Members, then the Transferring Member may Transfer such interest to the third
person identified to the Members during the ninety (90) day period following the expiration of all
offer periods referred to in subsection (ii) above,but at a price and teüus no more favorable than
the price and teüus offered to the non-Transferring Members. After the expiration of the 90-day
period, no amount nor portion of any Units of the Transferring Member shall be Transferred
without first being reoffered in accordance with this Section 18.1(c).
(iv) For the avoidance of doubt, a Class B Member is not peiiuitted under any
circumstance to sell his, her, or its Class B Units upon receipt of a bona fide offer from a non-
Affiliate to purchase such Class B Member's Units in the Company. Furtheiiuore, a Class B
Member may not purchase a Transferring Member's Class A Units pursuant to this Section 18.1(c).
3581600v6 27

(v) Notwithstanding the foregoing, Rene Dittrich and Joanne Foster are not subject to
the provisions of this Section 18.1(c) and, notwithstanding anything to the contrary in this
Agreement,may freely sell their Class A Units to a non-Affiliate purchaser(without having to first
offer to sell such Class A Units to the other Class A Members of the Company) upon receipt of a
bona fide offer from such non-Affiliate to purchase their respective Class A Units of the Company.
(d) Purchase Option upon Involuntary Transfer or Breach.
(i) Upon the occurrence of any of the following events concerning any Member(or
individual holding one hundred percent(100%) of the interests in any entity which is a Member),
the Company shall have the first right(but not the obligation) to purchase at the Purchase Price
(as defined below) all of the Units of the Company held by such Member on the teüus and
conditions set forth in this Article. In the event that the Company elects not to purchase such
Units,Rene Dittrich and Joanne Foster shall have the right to purchase at the Purchase Price all of
the Units of the Company held by such Member on the teüus and conditions set forth in this
Article:
(A) the filing of a petition by a Member for relief as a debtor or bankruptcy
under the U.S. Bankruptcy Code or any similar federal or state law affording debtor relief
proceedings; the adjudication of insolvency of a Member to accomplish the same or for
the appointment of a receiver, custodian, assignee or trustee for the benefit of creditors of
a Member;
(B) the commencement of any proceedings relating to a Member by a third
party under the U.S. Bankruptcy Code or similar federal or state law or other
reorganization, arrangement,insolvency, adjustment of debt or liquidation law; the
allowance of a Member's Units (or portion thereof) to become subject to attachment,
garnishment, charging order, or similar charge unless any such preceding enumerated
event is susceptible to cure and is cured within 90 days;
(C) any voluntary withdrawal or attempted withdrawal of a Member other
than as a result of a transfer of such Member's Units or a portion thereof pursuant to
Section 18.1(b) or 18.1(c);
(D) in the case of any Member,the death, adjudication of incompetence, or
written notice of a teiiuinal illness issued by a board-certified medical professional of
such Member(all conditions comprising the "Death"of said Member) or the dissolution
and winding up of a Member(unless such Member's Units are transferred within a
reasonable period of time from the occurrence of such event to another Member or
Affiliate);
(E) in the case of any Member who is also a full-time employee of the
Company, the teiiuination of a such Member's full-time employment for any reason,
including such Member being unable to engage in any substantial gainful activity by
reason of any medically deteiiuinable physical or mental impailnient which can be
expected to result in death or can be expected to last for a continuous period of not less
than twelve (12) months (such condition to comprise a"Disability" of said individual or
Member);
3581600v6 28

(F) any transfer of a Member's Units by reason of a separation agreement,
divorce, equitable or community or marital property distribution,judicial decree or other
court order relating to the division or partition of property between spouses; or
(G) any other material breach of this Agreement by a Member.
(ii) Any Member whose Units are subject to the purchase rights created by this
Section 18.1(d)is referred to as the "Defaulting Member." Any Defaulting Member shall have
the obligations to give notice to the other Members and the Company of any event triggering
purchase rights under this Section 18.1(d). Solely for purposes of this Section 18.1(d),
"Defaulting Member" shall mean,in addition to any Person identified on Exhibit A or that is
admitted to the Company as a Member in accordance with the teüus of this Agreement whose
Units are subject to the purchase rights created by this Section 18.1(d), any individual holding
one hundred percent(100%) of the interests in any entity which is a Member and who is subject
to one or more of the provisions of Sections 18.1(d)(i)(A) through(G) above.
(iii) Notwithstanding the foregoing, any Class B Member who ceases to be a full-time
employee of the Company for any reason(including Death or Disability)pursuant to any
provision of Section 18.1(d)(i) shall be subject to the buy-out provisions of the Unit Award
Agreement in lieu of this Section 18.1(d).
(iv) Notwithstanding the foregoing and anything to the contrary in this Agreement,
this Section 18.1(d) (other than this Section 18.1(d)(iv)) shall not apply to Rene Dittrich or
Joanne Foster. Furtheiiuore,upon the Death of Rene Dittrich or Joanne Foster, such Member's
Units shall automatically be transferred to such deceased Member's estate,trust, or assignee, as
applicable, and such estate, trust, or assignee shall be a Member for all purposes of this
Agreement. For the avoidance of doubt,in no circumstance shall Rene Dittrich nor Joanne Foster
be considered a"Defaulting Member" as defined in Section 18.1(d)(ii) above.
(v) The right to purchase a Defaulting Member's interest pursuant to this Section
18.1(d) may be exercised by delivery of written notice to the Defaulting Member no later than
sixty (60) days after the last to occur of(i) the occurrence of the event giving rise to the purchase
right and(ii) actual receipt by all the Managers and the Company of written notice of the
occurrence of such event. Upon delivery of such notice to purchase, the Company shall have the
right and obligation to purchase at the Purchase Price (as defined below) all of the Units of the
Company held by such Defaulting Member on the teüus and conditions set forth in this Article,
and the Defaulting Member shall be required to Transfer such interest for the Purchase Price in
accordance with this Article.
(vi) If the Company does not elect to exercise purchase rights pursuant to this Section
18.1(d), Rene Dittrich and Joanne Foster shall have the right(but not the obligation) to purchase
at the Purchase Price all of the Units of the Company held by such Defaulting Member on the
teüus and conditions set forth in this Article. Rene Dittrich's and Joanne Foster's collective
purchase rights under this Section 18.1(d) shall be allocated to such Members in accordance with
their relative Percentage Interest or as they otherwise agree. The right to purchase a Defaulting
Member's interest pursuant to this Section 18.1(d) may be exercised by delivery of written notice
to the Defaulting Member no later than sixty(60) days after the earlier of(i)the provision of
affiuivative notice to the Managers and the Defaulting Member(s) that the Company will not
exercise its purchase right and(ii)the expiration of the sixty (60) day period specific in Section
18.1(d)(v) above. Upon delivery of such notice to purchase, Rene Dittrich and/or Joanne Foster
shall have the right and obligation to purchase the Defaulting Member's interests, and the
3581600v6 29

Defaulting Member shall be required to Transfer such interest for the Purchase Price in
accordance with this Article.
(vii) If neither the Company, Rene Dittrich,nor Joanne Foster elect to exercise
purchase rights pursuant to this Section 18.1(d), the Units of any Defaulting Member shall be and
become the interest of an assignee as set forth in the second and third sentences of Section
18.1(f).
(viii) The "Purchase Price"of any Units shall mean such price as agreed by the parties,
or,if such parties cannot agree,the Purchase price shall equal(i) one-hundred percent(100%) of
the Fair Market Value of such Units for purchase options arising pursuant to Sections
18.1(d)(i)(D), 18.1(d)(i)(E) (in the case of Disability),or 18.1(d)(i)(F) or(ii) seventy-five percent
(75%) of the Fair Market Value of such Units for purchase options arising pursuant to Sections
18.1(d)(i)(A), 18.1(d)(i)(B), 18.1(d)(i)(C), 18.1(d)(i)(E) (in the case ofteiiuinations of full-time
employment due to any reason other than "Death"or"Disability"),or 18.1(d)(i)(G).
(ix) The "Fair Market Value"of any Units shall be deteiiuined as follows: The Fair
Market Value of such Units shall be mutually agreed upon in good faith by the Defaulting
Member or the Defaulting Member's estate, as applicable, and the Managers for purposes of
deteiiuining the Purchase Price. In the event that the parties are not successful in reaching
agreement on the Fair Market Value for this purpose after thirty (30) days,then any Manager
shall have the right to submit the matter to arbitration in accordance with the rules of the
American Arbitration Association, as then in effect, and in accordance with the laws of the State
of North Carolina. Within fifteen (15) days of receipt of notice of the Manager's requesting
arbitration,the Members shall unanimously select the arbitrator. Upon failure of the Members to
appoint an arbitrator, application may be made to the Superior Court of Wake County,North
Carolina,for appointment of an arbitrator. The arbitrator so selected shall select a date and
location for the arbitration no later than forty-five (45)days from the date of such prior notice.
The decision of the arbitrator shall be binding upon all Members. Each party shall bear his or her
proportionate part(deteiiuined with reference to the Members' relative Percentage Interests) of
the cost of any such arbitration, except that each party shall bear all of his or her own witness and
attorneys' fees. Further, for purposes of deteiiuining the Fair Market Value of any Units of the
Company for this Section 11.4(e), the appraiser,if selected, shall not discount the Fair Market
Value of any such Units for a lack of control or a lack of marketability.
(x) The closing of the purchase of any Units shall occur within ninety(90) days after
any obligation to close such purchase shall arise under this Section 18.1(d), such date being
referred to herein as the "Closing Date." On the Closing Date, (A) the Transferring Member shall
convey to the Company, Rene Dittrich, and/or Joanne Foster(as applicable) the Member's Units
free and clear of all liens, claims, and encumbrances and pursuant to such instruments of
conveyance and warranties as the Company, Rene Dittrich, and/or Joanne Foster shall reasonably
request(as applicable), (B)in the case of a Member who is also an employee of the Company or
an Affiliate of the Company(a"Service Member"), such Service Member shall deliver to the
Company a release pursuant to which such Service Member releases the Company from all
claims (subject to customary carve-out for unpaid base salary,unreimbursed expenses, and rights
under any Company sponsored 401(k)plan or health and welfare plan)in a foiui reasonably
satisfactory to the Managers, and(C)the Company, Rene Dittrich, and/or Joanne Foster shall pay
the applicable purchase price to such selling Member in immediately available funds;provided,
however, that if the Managers deteiiuine in their sole discretion that paying such purchase price in
cash would impair the financial condition of the Company or would otherwise be prohibited by
any lender to the Company, or,in the case that payment of the Purchase Price would impose an
3581600v6 30

undue financial hardship on Rene Dittrich and/or Joanne Foster, as applicable, then the Company.
Rene Dittrich, and/or Joanne Foster(as applicable)may,instead, issue to such Transferring
Member a three-year promissory note in the original principal amount of the applicable Purchase
Price (or less,in the case that the Managers, Rene Dittrich, and/or Joanne Foster elect to pay
some percentage of the Purchase Price in cash and another percentage in the foiiu of such three-
year promissory note, to be deteiiuined in such parties' discretion)to be paid in equal quarterly
installments and bearing interest at a rate equal to the Wall Street Journal Prime Rate plus three
percent(3%),which Prime Rate shall be the rate in effect the last day of the month prior to the
Closing Date and recalculated on the last day of the month each month thereafter until paid in
full. If the Managers of the Company, Rene Dittrich, and/or Joanne Foster decide to issue a
promissory note to such Transferring Member, such Transferring Member agrees to execute a
subordination agreement and such other agreements reasonably requested by the Managers of the
Company, Rene Dittrich, and/or Joanne Foster as may be necessary for the Company, Rene
Dittrich, and/or Joanne Foster to comply with each agreement he, she, and/or it may have with
any lenders.
(e) Conditions for All Transfers. A Transfer of Units in the Company shall be effective only
upon satisfaction of the following conditions:
(i) The Units so transferred were acquired by means of a Transfer peiiuitted under
this Article 18;
(ii) The transferee executes such documents and instruments as the Company may
reasonably request as necessary or appropriate to confi«u such peiiuitted transferee as a Member
in the Company and such transferee executes a joinder agreement agreeing to be bound by the teiius
and conditions of this Agreement;
(iii) The transferee furnishes copies of all instruments effecting the Transfer and such
other certificates,instruments and documents as the Company may reasonably require;
(iv) All necessary third-party consents to the Transfer have been obtained;
(v) At the request of the Managers,the transferee provides the Company with written
assurances, in foiiu and substance satisfactory to the Company and its counsel that: (A) such
Transfer is being made pursuant to applicable exemptions from such registration and qualification
under the Securities Act of 1933, as amended(the "1933 Act")and applicable state securities laws;
or (B) all appropriate action necessary for compliance with the registration requirements of the
1933 Act or any exemption from registration available under the 1933 Act (including Rule 144)
has been taken; and
(vi) The transferee has paid all reasonable expenses incurred by the Company in
connection with such Transfer,including,but not limited to, the cost of the preparation, filing and
publishing of any amendment to the Articles of Organization or any other amendments or filings
and any legal or accounting fees.
(f) Rights of Assignors and Assignees. Any Transfer to an existing Member pursuant to
Section 18.1(b) or 18.1(d)(iv) shall be effective to make the transferee thereof a Member without further
action by any person. Any other Transfer,whether voluntary or involuntary,of any Units or portion thereof
shall be effective to give such assignee only an Economic Interest consistent with Section 57D-5-02 of the
Act giving the assignee only the right to receive the share of income, losses and distributions to which the
assignor would otherwise be entitled and shall not be effective to constitute the assignee as a Member. Any
3581600v6 31

assignee who assigns all of the assignee's Units shall be removed automatically as a Member without further
actioin or approval by any person. An assignee who does not become a Member shall have no right to share
in any management decisions, no voting rights, no right to examine Company books and records, and no
other rights of any kind whatsoever except as described in the preceding sentence. Any assignee of the
Units of a Member shall be admitted as a Member of the Company only after the following conditions are
satisfied:
(i) the Managers consent in writing to the admission of the assignee as a Member,
which consent may be granted or denied in the absolute discretion of the Class A Majority;
(ii) the duly executed and acknowledged written instrument of assignment has been
filed with the Company, setting forth the intention of the assignor and the assignee to become a
Member;
(iii) the assignee has consented in writing in a foiiu satisfactory to the Class A
Majority(exclusive of the assignor and assignee, and in the case that the assignor and/or the
assignee constitutes the Class A Majority, the definition of"Class A Majority" shall be
deteiiuined in the absence of such assignor/assignee) to be bound by all of the teiius of this
Agreement in place and stead of the assignor; and
(iv) the assignor and assignee have executed and acknowledged such other
instruments as the Managers (exclusive of the assignor and assignee) may deem necessary or
desirable to effect such admission.
Any assignee of any Units of the Company who does not become a Member,whether or not admitted as a
Member, shall be subject to all teiius of this Agreement. Without limiting the generally of the foregoing,
any such assignee who desired to make a further assignment of such Units shall be subject to all
provisions of this Article 18 to the same extent and in the same manner as any Member desiring to make
an assignment of its interest.
(g) Transfers Generally. No Transfer of Units, or any part thereof, that is in violation of this
Article 18, shall be valid or effective against, or shall bind, the Company and neither the Company nor the
Members shall recognize the same for the purpose of making allocations, distributions or other payments
pursuant to this Agreement with respect to such Units or part thereof. Neither the Company nor the non-
transferring Members shall incur any liability as a result of refusing to make any such distributions to the
transferee of any such invalid Transfer, or any other Person, and no such purported transferee shall have
any right to receive allocations or payments of any Net Profits or Net Losses or distributions. In addition,
notwithstanding any other provision of this Agreement to the contrary, (i) any Transfer, as a whole or in
part, of Units shall be prohibited if,in the sole opinion of the Managers such Transfer poses a material risk
that the Company would be treated as a"publicly traded partnership"within the meaning of Section 7704
of the Code and the Regulations promulgated thereunder; (ii) a Member may not Transfer all or any part of
such Person's Units in the Company if such Transfer would jeopardize the status of the Company as a
partnership for federal income tax purposes; and (iii) any Transfer that would otherwise violate any
provision of law,including antitrust laws, shall be prohibited.
Section 18.2 Drag-Along Rights.
(a) Obligation to Participate. Acknowledging,in advance, the importance of this provision
to the liquidity and preservation of the value of the Units of the Members collectively,if the Class A
Majority approves a Sale of the Company(an"Approved Sale"), the Members and assignees (subject to
the conditions below) shall(i) consent to,vote for(if entitled to vote) and raise no objections against the
3581600v6 32

Approved Sale; (ii)waive dissenters', appraisal and similar rights that they may have,if any,with respect
thereto; and(iii)if the Approved Sale is a sale of Units, agree to sell all of their respective Units on the
teüus and conditions of the Approved Sale and the provisions of this Agreement.
(b) Required Actions of Members. The Members shall take all necessary and advisable actions
in connection with the consummation of any Approved Sale reasonably necessary to (i) provide
representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions
and agreements relating to such Approved Sale and (ii) effectuate the allocation and distribution of the
aggregate consideration upon the Approved Sale in accordance with this Agreement.
(c) Satisfaction of Conditions. The obligations of the Members pursuant to this Section are
subject to satisfaction of the following conditions:
(i) promptly following the consummation of the Approved Sale, all Members and
assignees shall receive that proportion of the aggregate consideration from such Approved Sale that
such holder would have received if the net assets of the Company had been distributed by the
Company in complete Liquidation thereof;
(ii) no Member or assignee shall be obligated to pay more than their pro rata(based
on such Member's or assignee's relative Percentage Interest)share of reasonable expenses incurred
in connection with a consummated Approved Sale,to the extent such expenses are incurred for the
benefit of all Members and assignees and are not otherwise paid by the Company or the acquiring
party(costs incurred by or on behalf of a Member or assignee for such Member's or assignee's sole
benefit not being considered costs of the transaction hereunder); and
(iii) in the event that the Members and assignees are requested by the Managers to make
representations or indemnities in connection with the Approved Sale (other than representations
and indemnities concerning each Member's or assignee's valid ownership of such Member's or
assignee's Units free of all claims and encumbrances and each Member's or assignee's authority,
power and right to enter into and consummate such Approved Sale without violating any other
agreement),then each Member and assignee shall accommodate that request provided that any such
indemnity shall not be for more than the total purchase price received by such Member or assignee
for such Member's or assignee's Units, subject to reduction for claims against other Members and
assignees,with any failure to make such accommodation resulting in an equitable reduction of the
amount that otherwise would have been received by that Member or assignee as deteiiuined by the
Managers.
ARTICLE 19
GENERAL PROVISIONS
Section 19.1 Amendment. The teüus and provisions of this Agreement may be amended at any
time and from time to time with the consent of the Managers and a Class A Majority.Notwithstanding the
foregoing, the Managers may, without the consent of any other Member, amend this Agreement if such
amendment is of an inconsequential nature (as reasonably deteiiuined by the Managers) or is necessary(as
reasonably deteiiuined by the Managers) to correct any mistake or ambiguity herein.
Section 19.2 Waiver of Dissolution Rights. The Members agree that irreparable damage would
occur if any Member should bring an action for judicial Dissolution of the Company. Accordingly, each
Member accepts the provisions under this Agreement as such Member's sole entitlement on Dissolution of
the Company and waives and renounces such Member's right to seek a court decree of dissolution or to
seek the appointment by a court of a liquidator for the Company. Each Member further waives and
3581600v6 33

renounces any alternative rights which might otherwise be provided by law upon the withdrawal or
resignation of such Member and accepts the provisions under this Agreement as such Member's sole
entitlement upon the happening of such event.
Section 19.3 Waivers Generally. No course of perfoiivance or other conduct subsequently
pursued or acquiesced in, and no oral agreement or representation subsequently made, by the Members,
whether or not relied or acted upon, and no usage of trade,whether or not relied or acted upon, shall amend
this Agreement or impair or otherwise affect any Member's obligations pursuant to this Agreement or any
rights and remedies of a Member pursuant to this Agreement. No delay in the exercise of any right will
operate as a waiver of such right. No single or partial exercise of any right will preclude its further exercise.
A waiver of any right on any one occasion will not be construed as a bar to, or waiver of, any such right on
any other occasion.
Section 19.4 Equitable Relief. If any Member proposes a Transfer in violation of the teüus of
this Agreement, the Company or any Member may apply to any court of competent jurisdiction for an
injunctive order prohibiting such proposed Transfer except upon compliance with the teüus of this
Agreement, and the Company or any Member may institute and maintain any action or proceeding against
the Person proposing to make such Transfer to compel the specific perfoiivance of this Agreement. Any
attempted Transfer in violation of this Agreement is null and void, and of no force and effect. The Person
against whom such action or proceeding is brought waives the claim or defense that an adequate remedy at
law exists, and such Person will not urge in any such action or proceeding the claim or defense that such
remedy at law exists.
Section 19.5 Remedies for Breach. Except as otherwise set forth herein (a) the rights and
remedies of the Members set forth in this Agreement are neither mutually exclusive nor exclusive of any
right or remedy provided by law, in equity or otherwise and(b) the Members agree that all legal remedies
(such as monetary damages) as well as all equitable remedies (such as specific perfoiivance) will be
available for any breach or threatened breach of any provision of this Agreement.
Section 19.6 Costs. Except as otherwise provided in Section 8.15, if the Company or any
Member retains counsel for the purpose of enforcing or preventing the breach or any threatened breach of
any provision of this Agreement or for any other remedy relating to it, then the prevailing party will be
entitled to be reimbursed by the nonprevailing party for all costs and expenses so incurred (including
reasonable attorneys' fees, costs of bonds, and fees and expenses for expert witnesses).
Section 19.7 Counterparts. This Agreement may be signed in multiple counterparts. Each
counterpart will be considered an original,but all of them in the aggregate will constitute one instrument.
Each counterpart may consist of a number of copies each signed by less than all parties hereto,but together
signed by all the parties hereto.
Section 19.8 Notice. Notices to the Company shall be sent to the principal executive office of
the Company specified in Section 3.1 and shall be (a)personally delivered or(b) sent by overnight courier
that provides a return receipt, or by registered or certified mail, return receipt requested. Notices to the
Managers and the other Members shall be sent to their respective addresses set forth in the books and
records of the Company. Any Member may require future notices to be sent to a different email address
by giving at least ten (10) days' notice to the Company in accordance with this Section 19.8. Any notice
required or peüuitted by this Agreement shall be in writing and shall be deemed given and received when
delivered to the email address of the addressee set forth in the books and records of the Company (subject
to revision pursuant to this Section 19.8).
3581600v6 34

Section 19.9 Date of Perfoiivance. Whenever this Agreement provides for any action to be
taken on a day which is not a Business Day, such action shall be taken on the next following Business Day.
Section 19.10 Limited Liability.
(a) The liability of each Member, the Managers, officer or agent of the Company shall be
limited as set forth in this Agreement,the Act and other applicable laws. No Member, Manager, officer or
agent of the Company is liable for any debts,obligations or liabilities of the Company or each other,whether
arising in tort, contract or otherwise, solely by reason of being a Member, manager, Manager, officer or
agent of the Company, or acting (or omitting to act) in such capacities or participating (as an employee,
consultant, contractor or otherwise)in the conduct of the business of the Company, except that a Member
shall remain personally liable for the payment of such Member's Capital Contribution and as otherwise set
forth in this Agreement, the Act and other applicable law.
(b) The Managers shall not be liable to the Company or any Member for any loss or damage
sustained by the Company or any Member, unless a judgment or other final adjudication adverse to the
Managers establishes that the Managers' acts or omissions were the result of fraud, gross negligence or
willful misconduct. THE MEMBERS AND THE COMPANY ACKNOWLEDGE AND AGREE THAT
THE FOREGOING SHALL NOT LIMIT IN ANY MANNER THE PROVISIONS OF ARTICLE 7,
INCLUDING SECTION 7.4. LIMITING THE LIABILITY OF THE MANAGERS IN NO WAY
GUARANTEES THE RETURN OF ANY CAPITAL CONTRIBUTION TO A MEMBER OR A PROFIT
FOR THE MEMBERS FROM THE OPERATIONS OF THE COMPANY.
Section 19.11 Partial Invalidity. Wherever possible, each provision of this Agreement will be
interpreted in such a manner as to be effective and valid under applicable law. However,if for any reason
any one or more of the provisions of this Agreement are held to be invalid,illegal or unenforceable in any
respect, such action will not affect any other provision of this Agreement. In such event this Agreement
will be construed as if such invalid,illegal or unenforceable provision had never been contained in it.
Section 19.12 Entire Agreement. This Agreement contains the entire agreement among the
Members with respect to the subject matter of this Agreement, and supersedes each course of conduct
previously pursued or acquiesced in, and each oral agreement and representation previously made by the
Members with respect thereto,whether or not relied or acted upon.
Section 19.13 Binding Effect. This Agreement is binding upon, and inures to the benefit of, the
Members and their transferees, successors and assigns.
Section 19.14 Further Assurances. Each Member agrees, without further consideration, to sign
and deliver such other documents of further assurance as may reasonably be necessary to effectuate the
provisions of this Agreement.
Section 19.15 Headings. Article and Section titles have been inserted for convenience of
reference only. They are not intended to affect the meaning or interpretation of this Agreement.
Section 19.16 Teiius. Teiius used with initial capital letters will have the meanings specified,
applicable to both singular and plural foüus, for all purposes of this Agreement. All pronouns (and any
variation) will be deemed to refer to the masculine, feminine or neuter, as the identity of the Person may
require. The singular or plural includes the other, as the context requires or peüuits. The word include
(and any variation) is used in an illustrative sense rather than in a limiting sense. The word day means a
calendar day,unless otherwise specified.
3581600v6 35

Section 19.17 Governing Law; Consent to Jurisdiction. This Agreement will be governed by,
and construed in accordance with, the laws of the State of North Carolina(without giving effect to North
Carolina choice of law provisions). Any conflict or apparent conflict between this Agreement and the Act
will be resolved in favor of this Agreement except as otherwise required by the Act. In any action or
proceeding arising out of,related to, or in connection with this Agreement,the parties consent to be subject
to the exclusive jurisdiction and venue of state or federal courts in Wake County,North Carolina. Each of
the parties consents to the service of process in any action commenced hereunder by certified or registered
mail, return receipt requested, or by any other method or service acceptable under federal law or the laws
of the State of North Carolina.
Section 19.18 Separate Counsel. Each Member acknowledges that such Member has had the
opportunity to retain separate counsel with whom to discuss the teiius and provisions of the Agreement and
their effect on such Member before execution of this Agreement.
ARTICLE 20
SPECIAL POWER OF ATTORNEY
Section 20.1 Attorney in Fact. Each Member grants the Managers a special power of attorney
irrevocably making, constituting, and appointing the Managers as the Member's attorney in fact, and,upon
direction of the Managers, appointing the Managers, with all power and authority to act in the Member's
name and on the Member's behalf to execute, acknowledge and deliver and swear to in the execution,
acknowledgement, delivery and filing of the following documents:
(a) any document in connection with the issuance, Transfer or surrender of Units pursuant to
Section 6.6;
(b) any and all instruments, certificates, and other documents that may be deemed necessary
or desirable to effect the Dissolution or Liquidation of the Company in accordance herewith;
(c) any business certificate,fictitious name certificate,amendment thereto,or other instrument
or document of a similar nature necessary or desirable to accomplish the business,purpose and objectives
of the Company,or required by any applicable federal, state or local law; any amendment or restatement of
this Agreement,provided that the Managers have the authority to amend or restate this Agreement pursuant
to Section 19.1; and
(d) any other instrument or document that may be reasonably required by the Members in
connection with any of the foregoing.
Section 20.2 Irrevocable Power. The special power granted in Section 20.1 is irrevocable, is
coupled with an interest and shall survive a Member's death or disability.
Section 20.3 Signatures. The Managers may exercise the special power of attorney granted in
Section 20.1 by a facsimile signature of the Managers or one of their officers or authorized persons or by
signature of the Managers or one of their officers or authorized persons.
[The Remainder of This Page is Intentionally Left Blank.]
3581600v6 36

IN WITNESS WHEREOF,the undersigned have executed this Agreement as of the date first above
written.
MANAGERS:
Z--. (3/ 1
RENE DITTRICH
J NE FOST
MEMBERS:
0
RENE DITTRICH
NNE F TER
111, j'- 1
MARG T BECKER
[Signature Page to Amended and Restated Operating Agreement]
3581600v6

EXHIBIT A
MEMBERS SCHEDULE
Member Name Capital Account Description of Units Percentage
(calculated as of Interest Interests
, 2022)
Rene Dittrich $1,672,500.00 Class A 40 40%
Joanne Foster $1,672,500.00 Class A 40 40%
Margaret Becker $0.00 Class B 20 20%
3581600v6