{"id":41652,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/llc-operating-agreement-broadvision-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"llc-operating-agreement-broadvision-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/llc-operating-agreement-broadvision-inc.html","title":{"rendered":"LLC Operating Agreement – BroadVision Inc."},"content":{"rendered":"

AMENDED AND
\nRESTATED<\/strong><\/a><\/p>\n

\n

OPERATING AGREEMENT<\/strong><\/p>\n

\n

OF<\/strong><\/p>\n

\n

BROADVISION (DELAWARE) LLC<\/strong><\/p>\n

\n

(a Delaware limited liability company)<\/strong><\/p>\n

\n<\/p>\n

November 14, 2008<\/strong><\/p>\n

\n<\/p>\n<\/p>\n<\/p>\n

\n

\nTable
\nof contents <\/a><\/p>\n<\/p>\n

BROADVISION (DELAWARE) LLC<\/strong><\/p>\n

\n

OPERATING AGREEMENT<\/strong><\/p>\n

\n

This Operating Agreement <\/strong>(the “Operating Agreement”) of
\nBroadVision (Delaware) LLC<\/strong>, a Delaware limited liability
\ncompany (the “Company”), originally made as of August 15, 2007, is amended and
\nrestated as of November 14, 2008 by and among the members listed on Schedule A
\nhereto.<\/p>\n<\/p>\n

Whereas<\/strong>, the Company was formed pursuant to the provisions
\nof the Delaware Limited Liability Company Act (the “Act”), upon the filing of
\nCertificate of Formation (the “Certificate”) with the Delaware Secretary of
\nState on December 20, 2006; and<\/p>\n<\/p>\n

Whereas<\/strong>, the Members desire to enter into this Amended and
\nRestated Operating Agreement in order to set forth their respective ownership
\ninterests in the Company and the principles by which the Company will be
\noperated and governed in carrying on its business;<\/p>\n<\/p>\n

Now, Therefore<\/strong>, in consideration of mutual covenants and
\nother good and valuable consideration, the receipt and sufficiency of which is
\nhereby acknowledged, the Members agree as follows:<\/p>\n<\/p>\n

ARTICLE I <\/strong><\/p>\n

\n

Definitions<\/strong><\/p>\n

\n

1.1<\/strong><\/a> Definitions. <\/strong>The
\nfollowing terms used in this Operating Agreement shall have the following
\nmeanings (unless otherwise expressly provided herein):<\/p>\n<\/p>\n

(a) “Accounting Period” <\/strong>shall be (i) the Company153s Fiscal
\nYear if there are no changes in the Members153 respective interests in Company
\nincome, gain, loss or deductions during such Fiscal Year except on the first day
\nthereof or (ii) any other period beginning on the first day of a Fiscal Year, or
\nany other day during a Fiscal Year, upon which occurs a change in such
\nrespective interests, and ending on the last day of a Fiscal Year, or on the day
\npreceding an earlier day upon which any change in such respective interest shall
\noccur.<\/p>\n<\/p>\n

(b) “Act” <\/strong>shall mean the Delaware Limited Liability Company
\nAct, as amended.<\/p>\n<\/p>\n

(c) “Additional Member” <\/strong>shall mean any Person who or that is
\nadmitted to the Company as an Additional Member pursuant to Article XII hereof.\n<\/p>\n<\/p>\n

(d) “Adjusted Asset Value” <\/strong>with respect to any asset shall
\nbe the asset153s adjusted basis for federal income tax purposes, except as
\nfollows:<\/p>\n<\/p>\n

(i)<\/strong> The initial Adjusted Asset Value of any asset
\ncontributed by a Member to the Company shall be the gross fair market value of
\nsuch asset at the time of contribution, as determined by the contributing Member
\nand the Board and shall be set forth on Schedule A;<\/p>\n<\/p>\n

(ii) <\/strong>The Adjusted Asset Values of all Company assets shall
\nbe adjusted to equal their respective gross fair market values, as determined by
\nthe Board, and the resulting unrecognized profit or loss allocated to the
\nCapital Accounts of the Members pursuant to Article X, as of the following
\ntimes: (A) the grant of an additional interest in the Company by any new or
\nexisting Member; (B) the distribution by the Company to a Member of more than a
\nde minimis <\/em>amount of Company assets, unless all Members receive
\nsimultaneous distributions of either undivided interests in the distributed
\nproperty or identical Company assets in proportion to their interests in Company
\ndistributions; and (C) the termination of the Company either by expiration of
\nthe Company153s term or the occurrence of an event of early termination; and (D)
\nthe liquidation of the Company within the meaning of Treasury Regulation
\n \u00a71.704-1(b)(2)(ii)(g<\/em>).<\/p>\n<\/p>\n

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\n

\n

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\nof contents <\/a><\/p>\n<\/p>\n

(iii)<\/strong> The Adjusted Asset Values of the Company assets shall
\nbe increased (or decreased) to reflect any adjustments to the adjusted basis of
\nsuch assets pursuant to Code Section 734(b) or Code Section 743(b), but only to
\nthe extent that such adjustments are taken into account in determining Capital
\nAccounts pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m<\/em>).\n<\/p>\n<\/p>\n

(e) “Adjusted Capital Account,” <\/strong>with respect to any Member,
\nshall mean the Member153s Capital Account as adjusted by the items described in
\nSections 1.704-2(g)(1), 1.704-2(i)(5) and 1.704-1(b)(2)(ii)(d)(4), (5) and (6)
\nof the Treasury Regulations.<\/p>\n<\/p>\n

(f) “Affiliate” <\/strong>with respect to any Person, shall mean (i)
\nany Person that beneficially holds, directly or indirectly, or otherwise
\ncontrols, ten percent or more of such Person153s outstanding securities, (ii) any
\nPerson, ten percent or more of which Person153s outstanding securities are
\nbeneficially held, directly or indirectly, or are otherwise controlled, by such
\na Person, and (iii) any Person, ten percent or more of which Person153s
\noutstanding securities are beneficially held, directly or indirectly, or are
\notherwise controlled, by a Person described in (i) above.<\/p>\n<\/p>\n

(g) “Bankruptcy” <\/strong>of a Person shall mean (i) the filing by a
\nPerson of a voluntary petition seeking liquidation, reorganization, arrangement
\nor readjustment, in any form, of its debts under the U.S. Bankruptcy Code (or
\ncorresponding provisions of future laws) or any other federal, state or foreign
\ninsolvency law, or a Person153s filing an answer consenting to or acquiescing in
\nany such petition, (ii) the making by a Person of any assignment for the benefit
\nof its creditors or the admission by a Person of its inability to pay its debts
\nas they mature or (iii) the expiration of 60 days after the filing of an
\ninvoluntary petition under the Bankruptcy Code (or corresponding provisions of
\nfuture laws) seeking an application for the appointment of a receiver for the
\nassets of a Person, or an involuntary petition seeking liquidation,
\nreorganization, arrangement or readjustment of its debts under any other
\nfederal, state or foreign insolvency law, unless the same shall have been
\nvacated, set aside or stayed within such 60 day period.<\/p>\n<\/p>\n

(h) “Board”<\/strong> shall have the meaning set forth therefor in
\nSection 4.1.<\/p>\n<\/p>\n

(i) “Capital Account” <\/strong>as of any given date shall mean the
\nCapital Account of each Member as specified in Section 9.3.<\/p>\n<\/p>\n

(j) “Capital Contribution” <\/strong>shall mean the amount of money
\nand the fair market value of any property contributed to the Company by a Member
\nwhenever made net of any liability of such Member assumed by the Company and any
\nliability secured by property contributed by such Member. Any reference to a
\ncapital contribution of a Member shall include the Capital Contribution made by
\na predecessor holder of any Shares held by such Member with respect to such
\nShares.<\/p>\n<\/p>\n

(k) “Capital Transactions” <\/strong>shall mean a sale or other
\ndisposition, whether direct or indirect, of all or substantially all of the
\nCompany153s assets and any merger of the Company, in each case as a result of
\nwhich the Members will no longer have an interest in the Company or the net
\nassets of the Company are or will be distributed in full to the Members.<\/p>\n<\/p>\n

(l) “Certificate”<\/strong> shall have the meaning set forth therefor
\nin the recitals hereof.<\/p>\n<\/p>\n

(m) “Change in Control”<\/strong> means (i) any Transfer (including by
\nway of merger, consolidation or other reorganization) in one transaction or a
\nseries of related transactions by the Company of the equity of the Company if
\nthe Members of the Company immediately prior to such transaction or series of
\nrelated transactions own less than 50% of the Company153s voting power immediately
\nafter such transaction or series of related transactions, or (ii) a Capital
\nTransaction.<\/p>\n<\/p>\n

(n) “Class A Member”<\/strong> means each Member holding Class A
\nShares, with respect to such Class A Shares. The initial Class A Member is
\nBroadVision, Inc., which owns all 80 of the authorized Class A Shares.<\/p>\n<\/p>\n

(o) “Class B Member”<\/strong> means each Member holding Class B
\nShares, with respect to such Class B Shares. The initial Class B Member is CHRM
\nLLC, which owns all 20 of the authorized Class B Shares.<\/p>\n<\/p>\n

(p) “Code” <\/strong>shall mean the Internal Revenue Code of 1986, as
\namended, or corresponding provisions of subsequent superseding federal revenue
\nlaws.<\/p>\n<\/p>\n

(q) “Company” <\/strong>shall refer to BroadVision (Delaware) LLC.<\/p>\n<\/p>\n

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\n

\n

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\nof contents <\/a><\/p>\n<\/p>\n

(r) “Company Nonrecourse Liabilities”<\/strong> shall mean
\n“nonrecourse liabilities” as characterized under Section 1.704-2(b)(3) of the
\nTreasury Regulations. Subject to the foregoing sentence, Company Nonrecourse
\nLiabilities means liabilities of the Company (or a portion thereof) with respect
\nto which none of the Members bears the Economic Risk of Loss (other than through
\nthe Member153s indirect interest as a Member in the Company assets subject to the
\nliability). Any liability of the Company to a Member and any liability
\nguaranteed by a Member or with respect to which a Member has pledged personal
\nassets (to the extent the Member may bear the burden of an economic loss
\nattributable to the liability) shall not be classified as a Company Nonrecourse
\nLiability.<\/p>\n<\/p>\n

(s) “Company Property” <\/strong>shall mean any tangible and
\nintangible personal property now owned or hereafter acquired by the Company,
\nincluding, without limitation, all cash, cash equivalents, deposits, accounts
\nreceivable, stock, securities or any other property.<\/p>\n<\/p>\n

(t) “Dissolution Event” <\/strong>shall have the meaning set forth
\ntherefor in Section 13.1.<\/p>\n<\/p>\n

(u) “Distributable Cash” <\/strong>shall mean Net Operating Cash Flow;
\nwhere “Net Operating Cash Flow” shall mean for any period the Operating Cash
\nFlow for such period plus depreciation and amortization to the extent reflected
\nin Operating Cash Flow for such period less (i) the capital expenditures of the
\nCompany for such period determined in accordance with GAAP, (ii) any changes in
\nnet working capital requirements to be met from Operating Cash Flow for such
\nperiod as determined by the Board, (iii) all amounts distributed by the Company
\npursuant to Section 10.3(a) of this Operating Agreement, (iv) required payments
\nunder Company indebtedness for such period and (v) Reserves; and where
\n“Operating Cash Flow” shall mean for any period the consolidated gross revenues
\nof the Company for such period less all operating and nonoperating expenses of
\nthe Company for such period, including all charges of a proper character
\n(including provision for taxes, if any, and current additions to reserves), all
\ndetermined in accordance with GAAP applied on a basis consistent with the
\nCompany153s prior corresponding periods, if any.<\/p>\n<\/p>\n

(v) “Economic Risk of Loss” <\/strong>shall have the meaning defined
\nin Treasury Regulations Section 1.704-2(b)(4).<\/p>\n<\/p>\n

(w) “Fiscal Year” <\/strong>shall mean the Company153s fiscal year. The
\nCompany153s fiscal year-end shall be December 31.<\/p>\n<\/p>\n

(x) “Funds From Operations” <\/strong>shall mean all Distributable
\nCash held by the Company which results from the operation of the business of the
\nCompany from whatever source, except for Funds From Capital Transactions and
\nCapital Contributions.<\/p>\n<\/p>\n

(y) “Funds From Capital Transactions” <\/strong>shall mean all
\nDistributable Cash or other property held by the Company that results from a
\nChange in Control.<\/p>\n<\/p>\n

(z) “Invested Capital”<\/strong> shall mean the amount by which a
\nMember153s Capital Contribution exceeds all distributions made to him through the
\ndate of determination.<\/p>\n<\/p>\n

(aa) “Manager” <\/strong>shall mean Pehong Chen and any successor
\nmanager appointed in accordance with this Operating Agreement.<\/p>\n<\/p>\n

(bb) “Member” <\/strong>shall mean the Class A Members and each of the
\nClass B Members listed on Schedule A hereto, any Additional Member and any
\nSubstituted Member that is, as of a given time, a member of the Company.<\/p>\n<\/p>\n

(cc) “Member Minimum Gain”<\/strong> shall mean, with respect to each
\nMember Nonrecourse Debt, an amount equal to the Company Minimum Gain that would
\nresult if such Member Nonrecourse Debt were treated as a Nonrecourse Liability,
\ndetermined in accordance with Treasury Regulations Section 1.704-2(i).<\/p>\n<\/p>\n

(dd) “Member Nonrecourse Debt”<\/strong> shall mean any nonrecourse
\ndebt of the Company for which any Member bears the Economic Risk of Loss.<\/p>\n<\/p>\n

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\n

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\nof contents <\/a><\/p>\n<\/p>\n

(ee) “Member Nonrecourse Deductions”<\/strong> shall mean, with
\nrespect to a Member Nonrecourse Debt, the excess, if any, of the net increase,
\nif any, in the amount of Member Minimum Gain attributable to such Member
\nNonrecourse Debt during an Accounting Period over the aggregate amount of any
\ndistributions during such Accounting Period to such Member that bears the
\nEconomic Risk of Loss for such Member Nonrecourse Debt to the extent such
\ndistributions are from the proceeds of such Member Nonrecourse Debt and are
\nallocable to an increase in Member Minimum Gain attributable to such Member
\nNonrecourse Debt, determined in accordance with Treasury Regulations Section
\n1.704-2(i)(2).<\/p>\n<\/p>\n

(ff) “Net Profit or Net Loss” <\/strong>shall be an amount computed
\nfor each Accounting Period as of the last day thereof that is equal to the
\nCompany153s taxable income or loss for such Accounting Period, determined under
\nthe accrual method of accounting in accordance with Section 703(a) of the Code
\n(for this purpose, all items of income, gain, loss, or deduction required to be
\nstated separately pursuant to Code Section 703(a)(1) shall be included in
\ntaxable income or loss), with the following adjustments:<\/p>\n<\/p>\n

(i)<\/strong> Any income of the Company that is exempt from federal
\nincome tax and not otherwise taken into account in computing Net Profit or Net
\nLoss pursuant to this Section 1.1(ff) shall be added to such taxable income or
\nloss;<\/p>\n<\/p>\n

(ii)<\/strong> Any expenditures of the Company described in Code
\nSection 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures
\npursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i) and not otherwise
\ntaken into account in computing Net Profit or Net Loss pursuant to this
\ndefinition shall be subtracted from such taxable income or loss;<\/p>\n<\/p>\n

(iii)<\/strong> Gain or loss resulting from any disposition of a
\nCompany asset with respect to which gain or loss is recognized for federal
\nincome tax purposes shall be computed by reference to the Adjusted Asset Value
\nof the asset disposed of rather than its adjusted tax basis;<\/p>\n<\/p>\n

(iv)<\/strong> In the event of a distribution in kind of Company
\nProperty to the Members, the gain or loss that would result from a sale of such
\nCompany Property at fair market value shall be added to such taxable income or
\nloss; and<\/p>\n<\/p>\n

(v)<\/strong> Items that are specially allocated pursuant to Section
\n10.2 hereof shall not be taken into account in computing Net Profit or Net Loss.\n<\/p>\n<\/p>\n

(gg) “Operating Agreement” <\/strong>shall mean this Amended and
\nRestated Operating Agreement as originally executed and as amended in accordance
\nwith the terms of this Operating Agreement from time to time.<\/p>\n<\/p>\n

(hh) “Person” <\/strong>shall mean any individual or corporation,
\npartnership, limited liability company, joint venture, association, joint stock
\ncompany, trust, unincorporated organization or other entity, including any
\ngovernment or political subdivision or any agency or instrumentality thereof and
\nthe heirs, executors, administrators, legal representatives, successors, and
\npermitted assigns of such “Person”<\/strong> where the context so admits.\n<\/p>\n<\/p>\n

(ii) “Regulatory Allocations”<\/strong> shall mean the allocations
\npursuant to Sections 10.2(a) through 10.2(c) of this Operating Agreement.<\/p>\n<\/p>\n

(jj) “Reserves” <\/strong>shall mean, with respect to any Fiscal Year,
\nfunds set aside or amounts allocated during such Fiscal Year to reserves that
\nshall be maintained in amounts deemed sufficient by the Board for working
\ncapital and to pay taxes, insurance, debt service or other costs or expenses
\nincident to the ownership or operation of the Company153s business.<\/p>\n<\/p>\n

(kk) “Restricted Share Agreements” <\/strong>shall mean those certain
\nagreements entered into from time to time between the Company and certain of the
\nMembers.<\/p>\n<\/p>\n

(ll) “Securities Act”<\/strong> shall mean the Securities Act of 1933,
\nas amended.<\/p>\n<\/p>\n

(mm) “Shares” <\/strong>shall mean the capital Shares issued by the
\nCompany to the Members, which represent each Member153s interest in the Company.
\nThe Company is authorized to issue Class A Shares and Class B Shares.<\/p>\n<\/p>\n

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(nn) “Substitute Member” <\/strong>shall mean any Person who or that
\nis admitted to the Company as a Substitute Member pursuant to Articles XI and
\nXII of this Operating Agreement.<\/p>\n<\/p>\n

(oo) “Transfer”<\/strong> means any sale, assignment, encumbrance,
\nhypothecation, pledge, conveyance in trust, gift, transfer by request, devise or
\ndescent, or other transfer or disposition of any kind, including, but not
\nlimited to, transfers to receivers, levying creditors, trustees or receivers in
\nbankruptcy proceedings or general assignees for the benefit of creditors,
\nwhether voluntary or by operation of law, directly or indirectly, of any of the
\nShares.<\/p>\n<\/p>\n

(pp) “Treasury Regulations” <\/strong>shall mean the Income Tax
\nRegulations, including temporary regulations, promulgated under the Code, as
\namended from time to time.<\/p>\n<\/p>\n

\n

ARTICLE II<\/strong><\/p>\n

\n

Formation Of Company<\/strong><\/p>\n

\n

2.1<\/strong><\/a> Formation. <\/strong>The
\nCompany was organized as a Delaware limited liability company under and pursuant
\nto the Act upon the filing by the Company of its Certificate of Formation with
\nthe Delaware Secretary of State.<\/p>\n<\/p>\n

2.2<\/strong><\/a> Name. <\/strong>The name of the
\nCompany is BroadVision (Delaware) LLC.<\/p>\n<\/p>\n

2.3<\/strong><\/a> Principal Place of Business.
\n<\/strong>The principal place of business of the Company shall be located in
\nRedwood City, California. The Company may locate its places of business and
\nregistered office at any other place or places as the Board may from time to
\ntime deem advisable. The Board shall give prompt notice of any such change to
\neach Member.<\/p>\n<\/p>\n

2.4 Registered Office and Registered Agent. <\/strong>The Company153s
\nregistered office in the state of Delaware shall be at the office of its
\nregistered agent for service of process, and the name and address of its initial
\nregistered agent for service of process shall be Corporation Trust Center, 1209
\nOrange Street, City of Wilmington, County of New Castle, Delaware 19801. The
\nManagers may change the Company153s agent for service of process from time to
\ntime.<\/p>\n<\/p>\n

2.5<\/strong><\/a> Term. <\/strong>The Company153s
\nexistence commenced upon the filing with the Secretary of State of the State of
\nDelaware of the Certificate and shall continue until the Company is dissolved in
\naccordance with either the provisions of this Operating Agreement or the Act.\n<\/p>\n<\/p>\n

\n

ARTICLE III<\/strong><\/a><\/p>\n

\n

Purposes Of Company<\/strong><\/p>\n

\n

3.1<\/strong><\/a> Company Purposes.
\n<\/strong>The purpose of the Company is to engage in any lawful act or activity
\nfor which a limited liability company may be organized under the laws of the
\nState of Delaware, incident, necessary, advisable or desirable to carry out the
\nforegoing. The Company shall have all powers available to limited liability
\ncompanies under the Act to make and perform all contracts and to engage in all
\nactions and transactions necessary or advisable to carry out the purposes of the
\nCompany.<\/p>\n<\/p>\n

\n

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ARTICLE IV <\/strong><\/p>\n

\n

Management of Company<\/strong><\/p>\n

\n

4.1<\/strong><\/a> Board of Managers.<\/strong>\n<\/p>\n<\/p>\n

(a)<\/strong> The Company shall have a board of Managers (the
\n“Board”), which shall initially consist of a single manager, but may be
\nincreased or decreased by the affirmative vote of the Class A Member. The
\nManagers shall be appointed by the Class A Member.<\/p>\n<\/p>\n

(b)<\/strong> Subject to the provisions of law or any limitations in
\nthe Act, the business and affairs of the Company shall be managed and all
\npowers, including without limitation, the redemption or repurchase of Shares,
\nshall be exercised, by or under the direction of the Board; provided<\/em>
\nthat no Manager shall have the authority to bind the Company unless authorized
\nto do so by the Board.<\/p>\n<\/p>\n

(c)<\/strong> Except as specifically set forth in this Operating
\nAgreement, the Members hereby delegate all power and authority to manage the
\nbusiness and affairs of the Company to the Board. The Board shall delegate the
\nmanagement of the day-to-day operation of the business of the Company to such
\nofficers as the Board determines appropriate; provided<\/em> that the
\nbusiness and affairs of the Company shall be managed and all powers shall be
\nexercised under the ultimate direction of the Board.<\/p>\n<\/p>\n

(d)<\/strong> Except as otherwise expressly provided in this
\nAgreement, the Members expressly waive, to the fullest extent permitted by law,
\nany and all rights and benefits such Members might otherwise have under the Act.
\nExcept as expressly provided in this Agreement, the Members shall have no right
\nto petition a court for the dissolution of the Company.<\/p>\n<\/p>\n

4.2<\/strong><\/a> Reimbursement of Expenses.
\n<\/strong>The Managers will receive from the Company reimbursement for all
\nreasonable out-of-pocket expenses incurred in connection with their service as
\nManagers in accordance with such guidelines as may be established by the Board
\nfrom time to time.<\/p>\n<\/p>\n

4.3<\/strong><\/a> Meetings of the Board of
\nManagers; Action by the Board.<\/strong><\/p>\n<\/p>\n

(a)<\/strong> The Board (and any committees thereof) shall meet at
\nsuch times and from time to time as the members of the Board designate, upon
\nreasonable notice to the members of the Board.<\/p>\n<\/p>\n

(b) <\/strong>At all meetings of the Board, a majority of the Board
\nmembers shall constitute a quorum for the transaction of business. Unless
\notherwise expressly stated in this Agreement, the act of a majority of the Board
\nmembers present at any meeting at which there is a quorum shall be the act of
\nthe Board. The Board may also act by unanimous written consent.<\/p>\n<\/p>\n

(c)<\/strong> Unless otherwise expressly stated in this Agreement, the
\napproval of the Board will be deemed to be occasioned by the affirmative vote or
\nconsent of a majority of the members of the Board.<\/p>\n<\/p>\n

(d)<\/strong> Any resolutions of or actions taken by the Board shall
\nbe binding and the officers shall be bound to act in accordance with any such
\nrecommendations or actions.<\/p>\n<\/p>\n

4.4<\/strong><\/a> Committees of the Board.
\n<\/strong>The Board may designate one or more committees, each consisting of two
\nor more Managers, to serve at the pleasure of the Board. Any such committee
\nshall have authority to act in the manner and to the extent provided in the
\nresolution of the Board, and may have all the authority of the Board in the
\nmanagement of the business and affairs of the Company.<\/p>\n<\/p>\n

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\nof contents<\/a><\/p>\n<\/p>\n<\/p>\n

4.5 Fiduciary Duties of the Managers. <\/strong>A member of the Board
\nshall perform the duties of a member of the Board, including duties as a member
\nof any committee of the Board upon which the member may serve, in good faith, in
\na manner such member believes to be in the best interests of the Company and its
\nequity holders and with such care, including reasonable inquiry, as an
\nordinarily prudent person in a like position would use under similar
\ncircumstances; provided<\/em>, however, that if the Company is in a zone of
\ninsolvency, a member of the Board may also consider the best interests of the
\ncreditors in performing his or her duties as a member of the Board (in a manner
\nconsistent with Delaware corporate fiduciary duties).<\/p>\n<\/p>\n

4.6 Resignation. <\/strong>A Manager may resign at any time by giving
\nwritten notice to the Members. The resignation of a Manager shall take effect
\nupon receipt of notice thereof or at such later time as shall be specified in
\nsuch notice; unless otherwise specified therein, the acceptance of such
\nresignation shall not be necessary to make it effective.<\/p>\n<\/p>\n

4.7<\/strong><\/a> Removal. <\/strong>Any Manager
\nmay be removed as a Manager at any time, with or without cause, by the Class A
\nMember.<\/p>\n<\/p>\n

4.8 Vacancies. <\/strong>If a Manager ceases to be a Manager for any
\nreason (other than a reduction in the number of Managers by the Class A Member),
\na successor Manager may be appointed by the Class A Member.<\/p>\n<\/p>\n

4.9 Managers153 Duty to Company. <\/strong>Managers may have other
\nbusiness interests and may engage in other activities in addition to those
\nrelating to the Company. Neither the Company nor any Member shall have any
\nright, by virtue of this Operating Agreement, to share or participate in such
\nother investments or activities of the Managers, its directors or officers or to
\nthe income or proceeds derived therefrom.<\/p>\n<\/p>\n

4.10 Additional Capital. <\/strong>The Company shall not raise
\nadditional capital without the approval of the Managers. No Member shall be
\nrequired to make any additional contribution to the Company153s capital.<\/p>\n<\/p>\n

4.11 <\/strong><\/a>Reports to Members.
\n<\/strong>As soon as practicable after the end of any Fiscal Year but in any
\nevent within 120 days thereafter, the Board shall cause the Company to transmit
\nto each Member of the Company and to each Person (or such Member153s or Person153s
\nlegal representative) who was a Member during any part of the Fiscal Year in
\nquestion, a copy of the Member153s Schedule K-1 thereto. Notwithstanding anything
\ncontained in this agreement to the contrary, the Members shall be permitted to
\ninspect and copy any documents and records of the Company upon reasonable
\nrequest.<\/p>\n<\/p>\n

ARTICLE V<\/strong><\/a><\/p>\n

\n

Officers<\/strong><\/p>\n

\n

5.1 Appointment of Officers. <\/strong>The day-to-day management of
\nthe business and affairs of the Company may be vested in one or more officers,
\nat the sole discretion of the Board. The Board shall appoint such officers of
\nthe Company as the Board shall deem necessary and appropriate, which officers
\nmay include, but shall not be limited to: (a) Chief Executive Officer; (b)
\nPresident; (c) one or more Vice Presidents; (d) Secretary; and (e) Treasurer or
\nChief Financial Officer. Any two or more of such offices may be occupied by the
\nsame person. Unless and until otherwise determined by the Board, Pehong Chen
\nshall serve as the Company153s Chief Executive Officer, Chief Financial Officer
\nand Secretary.<\/p>\n<\/p>\n

5.2 Tenure and Duties of Officers. <\/strong>Except where herein
\nexpressly provided to the contrary, and subject to the discretion of the Board,
\nall decisions by the officers with respect to the day-to-day management of the
\nCompany shall be binding on the Company and each of the Managers and the Members
\nshall not have rights of management, control, or approval over the day-to-day
\nbusiness and affairs of the Company. Each officer shall carry out its fiduciary
\nobligations to the Members to the extent required by applicable law, and subject
\nto the provisions of Article VII. Any officer may be removed, at any time, by
\nthe Board in its sole discretion. Election of an additional officer or an
\nofficer to fill a vacancy, if any, shall be by the affirmative vote of the
\nBoard. Each officer shall hold office at the pleasure of the Board and until his
\nor her successor shall have been duly elected and qualified, unless sooner
\nremoved.<\/p>\n<\/p>\n

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5.3<\/strong><\/a> Power and Authority of
\nOfficers.<\/strong> In addition to the powers now or hereafter granted to an
\nofficer under the Act, subject to the conditions and limitations set forth in
\nthis Agreement, the officers shall have full power and authority to do all
\nthings deemed necessary or desirable to conduct the day-to-day business of the
\nCompany, including, without limitation, to take all actions, enter into all
\ncontracts and retain such services they deems necessary or desirable to carry
\nout the Company business and to preserve Company assets and interests, to enter
\ninto agreements and execute instruments in the name of the Company on such terms
\nas they deem advisable, and to execute loans, mortgages, deeds of trust and any
\nother security agreements or documents incident to obtaining any financing
\ndeemed necessary or appropriate by the Board.<\/p>\n<\/p>\n

5.4 Prohibited Action.<\/strong> The officers shall not, unless the
\nBoard has given prior written approval:<\/p>\n<\/p>\n

(a) <\/strong>do any act in contravention of this Agreement in its
\npresent form or as amended;<\/p>\n<\/p>\n

(b)<\/strong> do any act that would make it impossible to carry on the
\nordinary business of the Company;<\/p>\n<\/p>\n

(c) <\/strong>confess a judgment against the Company;<\/p>\n<\/p>\n

(d)<\/strong> settle any claim the Company may have against an officer
\nor its Affiliates;<\/p>\n<\/p>\n

(e)<\/strong> amend this Agreement if such amendment materially and
\nadversely affects the rights or duties of a Member;<\/p>\n<\/p>\n

(f) <\/strong>admit an additional officer or a substituted officer; or\n<\/p>\n<\/p>\n

(g)<\/strong> take any action that would constitute a Capital
\nTransaction or Change in Control.<\/p>\n<\/p>\n

To the extent the Board153s consent is required for any of the foregoing
\nmatters, the Board shall provide their consent or disapproval in writing to the
\nofficers within 15 days after request by the officers. The failure of the Board
\nto provide such written consent or disapproval within said time period shall be
\ndeemed disapproval by the Board to the matter under consideration.<\/p>\n<\/p>\n

ARTICLE VI<\/strong><\/p>\n

\n

Rights And Obligations Of Members<\/strong><\/p>\n

\n

6.1 Limitation of Liability. <\/strong>Each Member153s liability shall
\nbe limited as set forth in the Act and other applicable law. Except as otherwise
\nprovided by the Act or as specifically agreed in writing by a Member, the debts,
\nobligations and liabilities of the Company, whether arising in contract, tort or
\notherwise, shall be the debts, obligations and liabilities solely of the
\nCompany, and the Members of the Company shall not be obligated personally for
\nany of such debts, obligations or liabilities solely by reason of being a Member
\nof the Company.<\/p>\n<\/p>\n

6.2 Nature of Rights and Obligations. <\/strong>Except as otherwise
\nexpressly provided herein, nothing contained in this Operating Agreement shall
\nbe deemed to constitute a Member an agent or legal representative of the other
\nMembers. A Member shall not have any authority to act for, or to assume any
\nobligation or responsibility on behalf of, any other Member or the Company.<\/p>\n<\/p>\n

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6.3<\/strong><\/a> Member Access to Records.
\n<\/strong>Upon written request of any Member, setting forth the purpose for such
\nrequest, each Member shall have the right, during regular business hours, to
\ninspect and copy such Company documents at the Member153s expense as are set forth
\nin Section 10.7.<\/p>\n<\/p>\n

6.4 Certain Actions Requiring Member Approval<\/strong>.
\nNotwithstanding any other provision in this Operating Agreement to the contrary,
\nwithout the approval of the Class A Member, the Company may not:<\/p>\n<\/p>\n

(a)<\/strong> sell, exchange or otherwise dispose of all, or
\nsubstantially all of the Company153s assets;<\/p>\n<\/p>\n

(b) <\/strong>merge or consolidate the Company with or into any other
\nentity;<\/p>\n<\/p>\n

(c)<\/strong> establish additional classes of Shares or increase the
\nnumber of authorized Shares;<\/p>\n<\/p>\n

(d)<\/strong> alter the primary purpose of the Company;<\/p>\n<\/p>\n

(e)<\/strong> take any act which would make it impossible to carry on
\nthe ordinary business of the Company; or<\/p>\n<\/p>\n

(f) <\/strong>amend this Operating Agreement or the Company153s
\nCertificate of Formation (other than an amendment to Schedule A to reflect
\npermitted Transfers or issuances of Shares not prohibited hereby).<\/p>\n<\/p>\n

ARTICLE VII<\/strong><\/a><\/p>\n

\n

Certain Matters Concerning<\/strong><\/p>\n

\n

Members, Managers And Executive Officers<\/strong><\/p>\n

\n

7.1 Liability of Members, Managers and Officers;
\nIndemnification.<\/strong><\/p>\n<\/p>\n

(a)<\/strong> No Member, Manager or officer of the Company shall be
\nliable, in damages or otherwise, to the Company or any Member for any act or
\nomission performed or omitted to be performed by it in good faith (except for
\nintentional misconduct or recklessness) pursuant to the authority granted to
\nsuch Member, Manager or officer of the Company by this Operating Agreement or by
\nthe Act.<\/p>\n<\/p>\n

(b)<\/strong> To the fullest extent permitted by the laws of Delaware,
\nthe Company shall indemnify and hold harmless each Member, Manager and their
\nrespective officers, directors, shareholders, members or partners and each
\nOfficer of the Company (each, an “Indemnitee”), from and against any and all
\nlosses, claims, demands, costs, damages, liabilities (joint or several),
\nexpenses of any nature (including reasonable attorneys153 fees and disbursements),
\njudgments, fines, settlements and other amounts (“Damages”) arising from any and
\nall claims, demands, actions, suits or proceedings, whether civil, criminal,
\nadministrative or investigative, in which an Indemnitee may be involved, or
\nthreatened to be involved, as a party or otherwise, arising out of or incidental
\nto the business of the Company, regardless of whether an Indemnitee continues to
\nbe a Member, Manager or an officer, director, shareholder, member or partner of
\nsuch Member or Manager or an officer of the Company at the time any such
\nliability or expense is paid or incurred, except for any Damages based upon,
\narising from or in connection with any act or omission of an Indemnitee
\ncommitted without authority granted pursuant to this Operating Agreement or in
\nbad faith or otherwise constituting recklessness or willful misconduct or gross
\nnegligence.<\/p>\n<\/p>\n

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(c)<\/strong> Expenses (including reasonable attorneys153 fees and
\ndisbursements) incurred in defending any claim, demand, action, suit or
\nproceeding, whether civil, criminal, administrative or investigative, subject to
\nSection 7.1(b) hereof, may be paid (or caused to be paid) by the Company in
\nadvance of the final disposition of such claim, demand, action, suit or
\nproceeding upon receipt of an undertaking by or on behalf of the Indemnitee to
\nrepay such amount if it shall ultimately be determined, by a court of competent
\njurisdiction from which no further appeal may be taken or the time for any
\nappeal has lapsed (or otherwise, as the case may be), that the Indemnitee is not
\nentitled to be indemnified by the Company as authorized hereunder or is not
\nentitled to such expense reimbursement.<\/p>\n<\/p>\n

(d)<\/strong> The indemnification provided by Section 7.1(b) hereof
\nshall be in addition to any other rights to which an Indemnitee may be entitled
\nunder any agreement or vote of the Members, as a matter of law or otherwise,
\nboth (i) as to action in the Indemnitee153s capacity as a Member, Manager or as an
\nofficer, director, shareholder, member or partner of a Member or Manager or as
\nan Officer of the Company, and (ii) as to action in another capacity, and shall
\ncontinue as to an Indemnitee who has ceased to serve in such capacity and shall
\ninure to the benefit of the heirs, successors, assigns, administrators and
\npersonal representatives of the Indemnitee.<\/p>\n<\/p>\n

(e) <\/strong>Any indemnification hereunder shall be satisfied only
\nout of the assets of the Company, and the Members shall not be subject to
\npersonal liability by reason of these indemnification provisions.<\/p>\n<\/p>\n

(f)<\/strong> The indemnification provided by this Section 7.1 shall
\nbe in addition to any other rights to which each Indemnitee may be entitled
\nunder any agreement or vote of the Members, as a matter of law or otherwise,
\nboth as to action in the Indemnitee153s capacity as a Member or as an officer,
\ndirector, employee, shareholder, member or partner of a Member or of an
\nAffiliate, and shall inure to the benefit of the heirs, successors, assigns,
\nadministrators and personal representatives of the Indemnitee.<\/p>\n<\/p>\n

(g)<\/strong> The Company may purchase and maintain insurance on
\nbehalf of one or more Indemnitees and other Persons against any liability which
\nmay be asserted against, or expense which may be incurred by, any such Person in
\nconnection with the Company153s activities, whether or not the Company would have
\nthe power to indemnify such Person against such liability under the provisions
\nof this Operating Agreement.<\/p>\n<\/p>\n

(h)<\/strong> An Indemnitee shall not be denied indemnification in
\nwhole or in part under this Section 7.1 because the Indemnitee had an interest
\nin the transaction with respect to which the indemnification applies if the
\ntransaction was otherwise permitted by the terms of this Operating Agreement.\n<\/p>\n<\/p>\n

(i) <\/strong>The provisions of this Section 7.1 are for the benefit
\nof each Indemnitee and its heirs, successors, assigns, administrators and
\npersonal representatives, and shall not be deemed to create any rights for the
\nbenefit of any other Persons.<\/p>\n<\/p>\n

7.2<\/strong><\/a> Other Matters Concerning the
\nMembers, Managers and Officers of the Company.<\/strong><\/p>\n<\/p>\n

(a)<\/strong> Each Member, Manager and officer of the Company may rely
\non, and shall be protected in acting or refraining from acting upon, any
\nresolution, certificate, statement, instrument, opinion, report, notice,
\nrequest, consent, order, bond, debenture or other paper or document reasonably
\nbelieved by it to be genuine and to have been signed or presented by the proper
\nparty or parties.<\/p>\n<\/p>\n

(b)<\/strong> For purposes of this Operating Agreement, each Member,
\nManager and officer of the Company may consult with legal counsel, accountants,
\nappraisers, management consultants, investment bankers, other consultants and
\nadvisers reasonably selected by it and any written advice or written opinion of
\nany such Person as to matters which such Member, Manager and officer of the
\nCompany reasonably believes to be within such Person153s professional or expert
\ncompetence, and any act or omission, if done or omitted to be done in good faith
\nreliance upon any such advice or opinion, will be conclusively presumed not to
\nconstitute fraud or willful or reckless misconduct.<\/p>\n<\/p>\n

\n

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ARTICLE VIII<\/strong><\/a><\/p>\n

\n

Meetings Of Members<\/strong><\/p>\n

\n

8.1 Meetings. <\/strong>Meetings of the Members shall be held at such
\ndate and time as the Board may fix from time to time. Additionally, a special
\nmeeting may be called by any Member or Members holding more than 40% of the
\nShares.<\/p>\n<\/p>\n

8.2 Place of Meetings. <\/strong>The Board may designate any place
\nwithin the United States as the place of meeting for any meeting of the Members.
\nIf no designation is made, or if a special meeting is called by any Member or
\nMembers pursuant to Section 8.1, the place of meeting shall be the principal
\nexecutive office of the Company.<\/p>\n<\/p>\n

8.3 Notice of Meetings. <\/strong>Except as provided in Section 8.6,
\nwritten notice stating the place, day and hour of the meeting and the purpose or
\npurposes for which the meeting is called shall be delivered not less than five
\nnor more than 60 days before the date of the meeting, either personally or by
\nmail, by or at the direction of the Board or person calling the meeting, to each
\nMember entitled to vote at such meeting. If mailed, such notice shall be deemed
\nto be delivered as provided in Section 14.1.<\/p>\n<\/p>\n

8.4 Meeting of all Members. <\/strong>If all of the Members consent to
\nthe holding of a meeting at such time and place, such meeting shall be valid
\nwithout call or notice, and at such meeting lawful action may be taken.<\/p>\n<\/p>\n

8.5<\/strong><\/a> Record Date. <\/strong>For the
\npurpose of determining Members entitled to notice of or to vote at any meeting
\nof Members or any adjournment thereof, or Members entitled to receive payment of
\nany distribution, or in order to make a determination of Members for any other
\npurpose, the date on which notice of the meeting is mailed or the date on which
\nthe resolution declaring such distribution is adopted, as the case may be, shall
\nbe the record date for such determination of Members. When a determination of
\nMembers entitled to vote at any meeting of Members has been made as provided in
\nthis Section 8.5, such determination shall apply to any adjournment thereof.<\/p>\n<\/p>\n

8.6 Quorum. <\/strong>Members holding a majority of the Class A
\nShares, present in person or represented by proxy, shall constitute a quorum at
\nany meeting of Members. In the absence of a quorum at any such meeting, Members
\nholding a majority of the Class A Shares so represented may adjourn the meeting
\nfrom time to time for a period not to exceed 60 days without further notice.
\nHowever, if the adjournment is for more than 60 days, or if after the
\nadjournment a new record date is fixed for the adjourned meeting, a notice of
\nthe adjourned meeting shall be given to each Member of record entitled to vote
\nat the meeting. At such adjourned meeting at which a quorum shall be present or
\nrepresented, any business may be transacted that might have been transacted at
\nthe meeting as originally noticed. The Members present at a duly organized
\nmeeting may continue to transact business until adjournment, notwithstanding the
\nwithdrawal during such meeting of Members holding Interests whose absence would
\ncause less than a quorum.<\/p>\n<\/p>\n

8.7 Manner of Acting. <\/strong>The affirmative vote of Class A
\nMembers holding a majority of the Class A Shares shall be the act of the Members
\nunless the vote of a greater or lesser proportion or number is otherwise
\nrequired by the Act or this Operating Agreement. The Class B Shares shall have
\nno voting rights.<\/p>\n<\/p>\n

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8.8<\/strong><\/a> Proxies. <\/strong>At all
\nmeetings of Members, a Member may vote in person or by proxy executed in writing
\nby the Member or by a duly authorized attorney-in-fact. Such proxy shall be
\nfiled with the Board before or at the time of the meeting. No proxy shall be
\nvalid after 11 months from the date of its execution, unless otherwise provided
\nin the proxy.<\/p>\n<\/p>\n

8.9 Action by Members Without a Meeting. <\/strong>Action required or
\npermitted to be taken at a meeting of Members may be taken without a meeting if
\nthe action is evidenced by one or more written consents describing the action
\ntaken, signed and delivered to the Secretary within 60 days of the record date
\nfor that action, by Members having not less than the minimum number of votes
\nthat would be necessary to authorize or take that action at a meeting at which
\nall Members entitled to vote on that action were present and voted. All such
\nconsents shall be delivered to the Secretary of the Company for inclusion in the
\nminutes or for filing with the Company records. Action taken under this Section
\n8.9 is effective when consents from the Members whose aggregate Shares are
\nrequired to authorize the proposed action shall have been received by the
\nSecretary unless the consent specifies a different effective date. Any Member
\ngiving a written consent may revoke the consent by a writing received by the
\nSecretary before written consents representing the number of votes required to
\nauthorize the proposed action have been received by the Secretary. The record
\ndate for determining Members entitled to take action without a meeting shall be
\nthe date the first Member signs a written consent. If the consents of all
\nMembers entitled to vote have not been solicited in writing, and if the
\nunanimous written consent of all such Members shall not have been received, the
\nSecretary shall give prompt notice of any action approved by the Members without
\na meeting to those Members entitled to vote on such matters who have not
\nconsented thereto in writing.<\/p>\n<\/p>\n

8.10 Waiver of Notice. <\/strong>When any notice is required to be
\ngiven to any Member, a waiver thereof in writing signed by the person entitled
\nto such notice, whether before, at or after the time stated therein, shall be
\nequivalent to the giving of such notice.<\/p>\n<\/p>\n

\n

ARTICLE IX<\/strong><\/a><\/p>\n

\n

Contributions To The Company,<\/strong><\/p>\n

\n

Shares And Capital Accounts<\/strong><\/p>\n

\n

9.1 Capital Contributions. <\/strong>The Capital Contributions, if
\nany, of each Member have been made and are set forth on Schedule A hereto, as
\nare the Share holdings of each Member.<\/p>\n<\/p>\n

No Member shall be required to make an additional Capital Contribution.<\/p>\n<\/p>\n

9.2 Shares. <\/strong>As of the date hereof, each Member153s interest in
\nthe Company shall be represented by Shares of membership interest. The Company
\nhas authorized the issuance of 100 Shares of which 80 are Class A Shares and 20
\nare Class B Shares. The number of Shares held by each Member as of the date
\nhereof is set forth on Schedule A. Additional Shares (including new classes or
\nseries of Shares) may from time to time be issued by the Board in accordance
\nwith this Operating Agreement.<\/p>\n<\/p>\n

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9.3<\/strong><\/a> Capital Accounts.<\/strong><\/p>\n<\/p>\n

(a)<\/strong> A separate Capital Account will be maintained for each
\nMember.<\/p>\n<\/p>\n

(i)<\/strong> To each Member153s Capital Account there shall be credited
\n(A) such Member153s Capital Contributions, (B) such Member153s distributive share of
\nNet Profits and any items in the nature of income or gain that are specially
\nallocated pursuant to Section 10.2, and (C) the amount of any Company
\nliabilities assumed by such Member or that are secured by any Property
\ndistributed to such Member;<\/p>\n<\/p>\n

(ii) <\/strong>To each Member153s Capital Account there shall be debited
\n(A) the amount of money and the fair market value of any Property distributed to
\nsuch Member pursuant to any provision of this Operating Agreement, (B) such
\nMember153s distributive share of Net Losses and any items in the nature of
\nexpenses or losses that are specially allocated pursuant to Section 10.2, and
\n(C) the amount of any liabilities of such Member assumed by the Company or that
\nare secured by any property contributed by such Member to the Company.<\/p>\n<\/p>\n

(b)<\/strong> In the event of a permitted sale or exchange of all or
\npart of a Member153s interest in the Company, the Capital Account of the
\ntransferor shall become the Capital Account of the transferee to the extent it
\nrelates to the transferred interest.<\/p>\n<\/p>\n

(c)<\/strong> The manner in which Capital Accounts are to be
\nmaintained pursuant to this Section 9.3 is intended, and shall be construed so
\nas, to comply with the requirements of Code Section 704(b) and the Treasury
\nRegulations promulgated thereunder.<\/p>\n<\/p>\n

(d) <\/strong>The Members153 Capital Accounts are subject to adjustment
\nas provided in Section 1.1(e).<\/p>\n<\/p>\n

9.4 Withdrawal of Capital. <\/strong>A Member shall not be entitled to
\ndemand or receive from the Company the liquidation of his interest in the
\nCompany until the Company is dissolved in accordance with the provisions hereof
\nand other applicable provisions of the Act.<\/p>\n<\/p>\n

\n

ARTICLE X<\/strong><\/a><\/p>\n

\n

Allocations, Income Tax Elections And Reports<\/strong>\n<\/p>\n

\n

10.1 Allocation of Profits and Losses.<\/strong><\/p>\n<\/p>\n

(a) Allocation of Net Profits. <\/strong>Except as provided in Section
\n10.1(c), the Net Profits of the Company for each Accounting Period shall be
\nallocated among the Class A Members in proportion to their respective Class A
\nShares.<\/p>\n<\/p>\n

(b) Allocation of Net Losses. <\/strong>Except as provided in Section
\n10.1(d), the Net Losses of the Company for each Accounting Period shall be
\nallocated among the Members as follows:<\/p>\n<\/p>\n

(i)<\/strong> First, among the Class A Members in proportion to and in
\nthe amount of the excess, if any, of the Net Profits allocated under Section
\n10.1(a) after the date of this Operating Agreement but not distributed over
\nallocations of Net Loss after the date of this Operating Agreement;<\/p>\n<\/p>\n

(ii)<\/strong> Second, to the Members in proportion to their
\nrespective Capital Account Balances until allocation of Net Losses to any such
\nMember would result in such Member having an Adjusted Capital Account balance
\nless than zero (0) at the end of such Accounting Period;<\/p>\n<\/p>\n

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(iii)<\/strong> Third, to any Members with positive Adjusted Capital
\nAccount balances in proportion to such positive Adjusted Capital Account
\nbalances; and<\/p>\n<\/p>\n

(iv)<\/strong> Then, after all Members have an Adjusted Capital
\nAccount balance of zero, to all Members in proportion to their respective
\nShares.<\/p>\n<\/p>\n

(c) Allocation of Net Profit from a Capital Transaction.<\/strong>
\nThe Net Profit from a Capital Transaction shall be allocated as follows:<\/p>\n<\/p>\n

(i)<\/strong> First, to each Member until its Capital Account balance
\nis equal to the amount of its Invested Capital, pro rata in proportion to the
\nmaximum amount allocable to each Member under this Section 10.1(c)(i); and<\/p>\n<\/p>\n

(ii)<\/strong> Then, to the Members pro rata in proportion to their
\nrespective Shares.<\/p>\n<\/p>\n

(d) Allocation of Net Loss from a Capital Transaction.<\/strong> The
\nNet Loss from a Capital Transaction shall be allocated as follows:<\/p>\n<\/p>\n

(i)<\/strong> First, among the Members in proportion to and in the
\namount of the excess, if any, of the undistributed Net Profits previously
\nallocated under Section 10.1(a) over prior allocations of Net Loss;<\/p>\n<\/p>\n

(ii) <\/strong>Second, to the Members in proportion to their
\nrespective Adjusted Capital Account balances until the allocation of Net Loss to
\nany Member would result in such Member having an Adjusted Capital Account
\nbalance less than zero;<\/p>\n<\/p>\n

(iii)<\/strong> Third, to any Members with positive Adjusted Capital
\nAccount balances in proportion to such Adjusted Capital Account balances; and\n<\/p>\n<\/p>\n

(iv)<\/strong> Then, to all Members in proportion to their respective
\nShares.<\/p>\n<\/p>\n

10.2<\/strong><\/a> Special
\nAllocations.<\/strong><\/p>\n<\/p>\n

Notwithstanding Section 10.1,<\/p>\n<\/p>\n

(a) Qualified Income Offset. <\/strong>In the event any Member
\nunexpectedly receives any adjustments, allocations or distributions described in
\nSection 1.704-l(b)(2)(ii)(d)(4), (5) or (6) of the Treasury Regulations, items
\nof Company income and gain shall be specially allocated to each such Member in
\nan amount and manner sufficient to eliminate, to the extent required by the
\nTreasury Regulations, the deficit balance of the Adjusted Capital Account of
\nsuch Member as quickly as possible; provided<\/em> that an allocation
\npursuant to this Section 10.2(a) shall only be made if and to the extent such
\nMember would have a deficit balance in its Adjusted Capital Account after all
\nother allocations provided for in Section 10.1 and Section 10.2 have been made
\nas if this Section 10.2(a) were not in this Operating Agreement.<\/p>\n<\/p>\n

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(b) Gross Income Allocation. <\/strong>In the event any Member has a
\ndeficit Capital Account at the end of any Accounting Period which is in excess
\nof the sum of (i) the amount such Member is obligated to restore pursuant to any
\nprovision of this Operating Agreement, if any, and (ii) the amount such Member
\nis deemed to be obligated to restore pursuant to the penultimate sentence of
\nTreasury Regulations Sections l.704-2(g)(1) and 1.704-2(i)(5), each such Member
\nshall be specially allocated items of Company income and gain in the amount of
\nsuch excess as quickly as possible; provided<\/em> that an allocation
\npursuant to this Section 10.2(b) shall only be made if and to the extent that
\nsuch Member would have a deficit Capital Account in excess of such sum after all
\nother allocations provided for in Section 10.1 and Section 10.2 have been made
\nas if Section 10.2(a) hereof and this Section 10.2(b) were not in this Operating
\nAgreement.<\/p>\n<\/p>\n

(c) Minimum Gain Chargeback. <\/strong>This Section 10.2(c) hereby
\nincorporates by reference the “minimum gain chargeback” provisions of Treasury
\nRegulation Section 1.704-2. In general, upon a reduction of the Company153s
\nminimum gain, the preceding sentence shall require that items of income and gain
\nbe allocated among the Members in a manner that reverses prior allocations of
\nNonrecourse and Member Nonrecourse deductions (as defined in such Treasury
\nRegulations) as well as reductions in the Members153 Capital Account balances
\nresulting from distributions that are allocable to increases in the Company153s
\nminimum gain. Subject to the provisions of Section 704 of the Code and the
\nregulations thereunder, if the Board determines at any time that operation of
\nsuch “minimum gain chargeback” provisions likely will not achieve such a
\nreversal by the conclusion of the liquidation of the Company, the Board shall
\nadjust the allocation provisions of this Section 10.2(c) as necessary to
\npreserve as best as possible the underlying economic objectives of the Members.\n<\/p>\n<\/p>\n

(d) Curative Allocations. <\/strong>The allocations set forth in
\nSections 10.2(a), (b) and (c) (the “Regulatory Allocations”) are intended to
\ncomply with certain requirements of the Treasury Regulations. It is the intent
\nof the Members that, to the extent possible, all Regulatory Allocations shall be
\noffset either with other Regulatory Allocations or with special allocations of
\nother items of Company income, gain, loss or deduction pursuant to this Section
\n10.2(d). Therefore, notwithstanding any other provision of this Section 10
\n(other than the Regulatory Allocations), the Company shall make such offsetting
\nspecial allocations of Company income, gain, loss or deduction in whatever
\nmanner the Board determines appropriate so that, after such offsetting
\nallocations are made, each Member153s Capital Account balance is, to the extent
\npossible, equal to the Capital Account balance such Member would have had the
\nRegulatory Allocations not been part of the Agreement and all Company items were
\nallocated pursuant to Section 10.1.<\/p>\n<\/p>\n

(e) Code Section 704(c) Allocations. <\/strong>In accordance with Code
\nSection 704(c) and the Treasury Regulations thereunder:<\/p>\n<\/p>\n

(i)<\/strong> Income, gain, loss, and deduction with respect to any
\nproperty contributed to the capital of the Company shall, solely for income tax
\npurposes, be allocated among the Members so as to take account of any variation
\nbetween the adjusted tax basis of such property to the Company and its initial
\nAdjusted Asset Value. Such allocation shall be made in accordance with the
\ntraditional method with curative allocations described by \u00a7 1.704-3(c) of the
\nTreasury Regulations.<\/p>\n<\/p>\n

(ii)<\/strong> In the event the Adjusted Asset Value of any Company
\nasset is adjusted pursuant to Section 1.1(d)(ii) hereof, subsequent allocations
\nof income, gain, loss, and deduction with respect to such asset shall take
\naccount of any variation between the adjusted basis of such asset for Federal
\nincome tax purposes and its Adjusted Asset Value in the same manner as under
\nCode Section 704(c) and the Treasury Regulations thereunder.<\/p>\n<\/p>\n

(f) Company Nonrecourse Deductions.<\/strong> Any Company Nonrecourse
\nDeductions for any Fiscal Year or Accounting Period shall be allocated to the
\nMembers in accordance with their respective Interests.<\/p>\n<\/p>\n

(g) Member Nonrecourse Deductions.<\/strong> Any Member Nonrecourse
\nDeductions for any Fiscal Year or Accounting Period shall be specially allocated
\nto the Member who bears the Economic Risk of Losses with respect to the Member
\nNonrecourse Debt to which such Member Nonrecourse Deductions are attributable in
\naccordance with Treasury Regulations Section 1.704-2(i).<\/p>\n<\/p>\n

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(h) Company Minimum Gain Chargeback.<\/strong> Notwithstanding any
\nother provision of this Article X, if there is a net decrease in Company Minimum
\nGain during any Fiscal Year, each Member shall be specially allocated items of
\nCompany income and gain for such year (and, if necessary, subsequent years) in
\nan amount equal to the greater of (i) the portion of such Member153s share of the
\nnet decrease in Company Minimum Gain, determined in accordance with Treasury
\nRegulations Section 1.704-2(g), that is allocable to the disposition of Company
\nProperty subject to such Nonrecourse Liability, determined in accordance with
\nTreasury Regulations Section 1.704-2(f), or (ii) the negative balance standing
\nin such Member153s Capital Account. Allocations pursuant to the previous sentence
\nshall be made in proportion to the respective amounts required to be allocated
\nto each Member pursuant thereto. The items to be so allocated shall be
\ndetermined in accordance with Treasury Regulations Section 1.704-2(f)(6). This
\nSection 10.3(c) is intended to comply with the minimum gain chargeback
\nrequirements set forth in Treasury Regulations Section 1.704-2(f)(6) and shall
\nbe interpreted consistently therewith.<\/p>\n<\/p>\n

(i) Member Minimum Gain Chargeback.<\/strong> Notwithstanding any
\nother provision of this Article X (except Section 10.3(c), which shall be
\napplied first), if there is a net decrease in Member Minimum Gain attributable
\nto a Member Nonrecourse Debt during any Fiscal Year or Accounting Period, each
\nMember who has a share of the Member Minimum Gain attributable to such Member
\nNonrecourse Debt, determined in accordance with Treasury Regulations Section
\n1.704-2(i)(5), shall be specially allocated items of Company income and gain for
\nsuch year (and if necessary, subsequent years) in an amount equal to the greater
\nof (i) the portion of such Member153s share of the net decrease in Member Minimum
\nGain attributable to such Member Nonrecourse Debt, determined in accordance with
\nTreasury Regulations Section 1.704-2(i)(5), that is allocable to the disposition
\nof Company Property subject to such Member Nonrecourse Debt, determined in
\naccordance with Treasury Regulations Section 1.704-2(i)(4) or (ii) the negative
\nbalance standing in such Member153s Capital Account. Allocations pursuant to the
\nprevious sentence shall be made in proportion to the respective amounts required
\nto be allocated to each Member pursuant thereto. The items to be so allocated
\nshall be determined in accordance with Treasury Regulations Section
\n1.704-2(i)(4). This Section 10.3(d) is intended to comply with the minimum gain
\nchargeback requirements set forth in Treasury Regulations Section 1.704-2(i)(4)
\nand shall be interpreted consistently therewith.<\/p>\n<\/p>\n

10.3<\/strong><\/a> Distributions.<\/strong><\/p>\n<\/p>\n

(a) Mandatory Distributions. <\/strong>Subject to applicable law and
\nany limitations contained elsewhere in this Operating Agreement, the Board shall
\ndistribute cash to the Members pro rata based on their respective allocable
\nshares of the Company153s taxable income for the Fiscal Year in an amount equal to
\nthe product of (i) the Tax Percentage and (ii) the Company153s taxable income for
\nsuch Fiscal Year determined in accordance with Section 703(a) of the Code as
\nreflected on the Schedule K-1153s in respect of each Share (reduced by
\ndistributions made to such member during such Fiscal Year pursuant to Sections
\n10.3(b) and (c)). For purposes hereof, “Tax Percentage” shall mean initially 45%
\nand shall be adjusted from time to time by the Board in response to changes in
\nthe tax rates applicable to individuals under the Code and under the state
\nincome tax laws of the State of California and in response to any other factors
\nwhich cause the distributions under this Section 10.3(a) to be less than a
\nMember153s tax liability in respect of each Share.<\/p>\n<\/p>\n

(b) Distributions of Funds From Operations. <\/strong>Subject to
\napplicable law and any limitations contained elsewhere in this Operating
\nAgreement, including Section 10.3(e), the Board may elect from time to time to
\ndistribute Funds From Operations to the Class A Members, and such distributions
\nshall be to all Class A Members, pro rata in proportion to the Shares held by
\nthe Class A Members.<\/p>\n<\/p>\n

(c) Distributions of Funds From Capital Transactions.
\n<\/strong>Subject to applicable law and any limitations contained elsewhere in
\nthis Operating Agreement, the Managers shall distribute Funds From Capital
\nTransactions to the Members. Any distribution of Funds From Capital Transactions
\nmade under this Section 10.3(c) shall be made to the Members in the amounts of
\nand in proportion with their Adjusted Capital Account balances.<\/p>\n<\/p>\n

(d) Tax Withholding. <\/strong>The Company shall comply with
\nwithholding requirements under federal, state and local law and shall remit
\namounts withheld to, and file required forms with, the applicable jurisdictions.
\nTo the extent the Company is required to withhold and pay over any amounts to
\nany authority with respect to distributions or allocations to any Member, the
\namount withheld shall be treated as a distribution in the amount of the
\nwithholding to that Member. If the amount of withholding tax paid by the Company
\nwas not withheld from actual distributions, the Company may, at its option, (i)
\nrequire the Member to promptly reimburse the Company for such withholding or
\n(ii) reduce any subsequent distributions by the amount of such withholding. Each
\nMember agrees to furnish the Company with any representations and forms as shall
\nreasonably be requested by the Company to assist it in minimizing or eliminating
\nand in determining the extent of, and in fulfilling, its withholding
\nobligations.<\/p>\n<\/p>\n

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(e) Limitation on Distributions; Unvested Shares.<\/strong> Cash
\notherwise distributable to a Member with respect to Shares that are unvested
\nunder any agreement between the Member and the Company shall be retained by the
\nCompany and shall be distributed to the Member without interest as and when such
\nShares vest, or if such unvested Shares fail to vest and are cancelled, to all
\nother Members in proportion to their respective Shares. To the extent any
\nunvested Shares are cancelled, the affected Member153s Capital Account shall be
\nreduced by the amount of any undistributed Net Profit previously allocated to
\nsuch Member153s Capital Account with respect to the cancelled unvested Shares and
\nthe amount of such reduction shall be allocated to the Capital Accounts of the
\nother Members in proportion to their respective Shares.<\/p>\n<\/p>\n

10.4<\/strong><\/a> Limitation Upon
\nDistributions.<\/strong><\/p>\n<\/p>\n

(a)<\/strong> No distribution shall be declared and paid to a Member
\nin violation of the Act.<\/p>\n<\/p>\n

(b)<\/strong> A Member who receives a distribution in violation of the
\nAct shall be liable to the Company for the amount of the distribution to the
\nextent provided in the Act.<\/p>\n<\/p>\n

(c) <\/strong>No distribution shall be made to a Member to the extent
\nsuch distribution would create or increase a deficit in such Member153s Capital
\nAccount.<\/p>\n<\/p>\n

10.5 Accounting Principles. <\/strong>For financial accounting
\npurposes, the profits and losses of the Company shall be determined in
\naccordance with generally accepted accounting principles applied on a consistent
\nbasis under the accrual method of accounting.<\/p>\n<\/p>\n

10.6 Interest on and Return of Capital Contributions. <\/strong>No
\nMember shall be entitled to interest on its Capital Contribution or to return of
\nits Capital Contribution. In addition, no Member shall have the right to
\nwithdraw any portion of such Member153s Capital Account. Except as required by the
\nCompany, no Member shall be personally liable to any other Member for the return
\nof any Capital Contributions (or any additions thereto), it being agreed that
\nany distribution as may be made from time to time shall be made solely from the
\nassets of the Company and only in accordance with the terms of this Operating
\nAgreement.<\/p>\n<\/p>\n

10.7 Records and Reports. <\/strong>At the expense of the Company, the
\nBoard shall maintain records and accounts of all operations and expenditures of
\nthe Company for a period of five years from the end of the Fiscal Year during
\nwhich the last entry was made on such record, the first two years in the
\nprincipal office of the Company. At a minimum the Company shall keep the
\nfollowing records:<\/p>\n<\/p>\n

(a)<\/strong> A current list of the full name and last known business
\naddress of each Manager and each Member;<\/p>\n<\/p>\n

(b)<\/strong> A copy of the Certificate and all amendments thereto,
\ntogether with executed copies of any written powers of attorney pursuant to
\nwhich the Operating Agreement and any certificate and all amendments thereto
\nhave been executed;<\/p>\n<\/p>\n

(c)<\/strong> Copies of the Company153s federal, foreign, state and
\nlocal income tax returns and reports, if any, for the three most recent years;\n<\/p>\n<\/p>\n

(d)<\/strong> Copies of the Operating Agreement and all amendments
\nthereto;<\/p>\n<\/p>\n

(e)<\/strong> True and full information regarding the status of the
\nbusiness and financial condition of the Company, including financial statements
\nof the Company for the three most recent years; and<\/p>\n<\/p>\n

(f)<\/strong> True and full information regarding the amount of cash
\nand a description and statement of the agreed value of any other property or
\nservices contributed by each Member and which each Member has agreed to
\ncontribute in the future, and the date on which each became a Member.<\/p>\n<\/p>\n

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10.8<\/strong><\/a> Returns and Other Elections.
\n<\/strong>The Board shall cause the preparation and timely filing of all tax
\nreturns required to be filed by the Company pursuant to the Code and all other
\ntax returns deemed necessary and required in each jurisdiction in which the
\nCompany does business. Copies of such returns, or pertinent information
\ntherefrom, shall be furnished to the Members within a reasonable time after the
\nend of the Company153s Fiscal Year. All elections permitted to be made by the
\nCompany under federal or state laws shall be made by the Board in its
\ndiscretion.<\/p>\n<\/p>\n

10.9 Tax Matters Partner. <\/strong>BroadVision, Inc. is hereby
\ndesignated the Tax Matters Partner of Company for purposes of Chapter 63 of the
\nCode and the Treasury Regulations thereunder. The Tax Matters Partner shall
\nemploy experienced tax counsel to represent the Company in connection with any
\naudit or investigation of the Company by the Internal Revenue Service and in
\nconnection with all subsequent administrative and judicial proceedings arising
\nout of such audit. If the Tax Matters Partner is required by law or regulation
\nto incur fees and expenses in connection with tax matters not affecting all the
\nMembers, then the Tax Matters Partner may, in its sole discretion, seek
\nreimbursement from those Members on whose behalf such fees and expenses were
\nincurred. The Tax Matters Partner shall keep the Members informed of all
\nadministrative and judicial proceedings, as required by Section 6223(g) of the
\nCode, and shall furnish to each Member, if such Member so requests in writing, a
\ncopy of each notice or other communication received by the Tax Matters Partner
\nfrom the Internal Revenue Service, except such notices or communications as are
\nsent directly to such requesting Member by the Internal Revenue Service. The
\nrelationship of the Tax Matters Partner to the Members shall be that of a
\nfiduciary, and the Tax Matters Partner shall have fiduciary obligations to
\nperform its duties as Tax Matters Partner in such manner as will serve the best
\ninterests of the Company and all of the Company153s Members. Except as set forth
\nabove, the Company will bear all expenses incurred by the Tax Matters Partner in
\ncarrying out his duties as such. To the fullest extent permitted by law, the
\nCompany agrees to indemnify the Tax Matters Partner and its agents and save and
\nhold them harmless, from and in respect to all (i) fees, costs and expenses in
\nconnection with or resulting from any claim, action or demand against the Tax
\nMatters Partner or the Company that arise out of or in any way relate to the Tax
\nMatters Partner153s status as Tax Matters Partner for the Company, and (ii) all
\nsuch claims, actions, and demands and any losses or damages therefrom, including
\namounts paid in settlement or compromise of any such claim, action or
\ndemand; provided<\/em> that this indemnity shall not extend to conduct by the
\nTax Matters Partner adjudged (i) not to have been undertaken in good faith the
\nCompany or (ii) to have constituted recklessness, gross negligence or
\nintentional wrongdoing by the Tax Matters Partner. The Tax Matters Partner may
\nbe changed by the Board.<\/p>\n<\/p>\n

ARTICLE XI<\/strong><\/a><\/p>\n

\n

Transferability<\/strong><\/p>\n<\/p>\n

11.1 Restrictions on Transferability<\/strong><\/p>\n<\/p>\n

(a)<\/strong> Except as provided in Section 11.3, no Member shall
\nTransfer its interest in the Company without the prior written consent of the
\nBoard.<\/p>\n<\/p>\n

(b)<\/strong> In addition to other restrictions on transfer contained
\nherein, each Member agrees that it will not make any Transfer of all or any part
\nof its interest in the Company which will result in the violation by it or by
\nthe Company of the Securities Act of 1933 or any other applicable securities
\nlaws.<\/p>\n<\/p>\n

11.2 Exempt Transfers. <\/strong>Anything to the contrary herein
\nnotwithstanding, the following transactions shall be exempt from the restriction
\non transfer provided in Section 11.1:<\/p>\n<\/p>\n

(a)<\/strong> A Member153s Transfer during such Member153s lifetime to
\nsuch Member153s immediate family or to or from any trustee for the benefit of such
\nMember or such Member153s immediate family (i.e., <\/em>spouse, lineal
\ndescendant, father, mother, brother or sister).<\/p>\n<\/p>\n

(b)<\/strong> A Member153s Transfer to any person on death whether by
\nwill, trust or intestacy.<\/p>\n<\/p>\n

(c)<\/strong> A Transfer to the Company.<\/p>\n<\/p>\n

In any such case, the Transferee shall receive and hold such interest subject
\nto the provisions of this Operating Agreement, including this Article XI, as a
\nSubstitute Member, and there shall be no further transfer except in compliance
\nwith this Article XI.<\/p>\n<\/p>\n

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11.3<\/strong><\/a> No Effect To Transfers In
\nViolation Of Operating Agreement. <\/strong>Any purported transfer in violation
\nof this Article XI shall be null and void and the purported Transferee shall
\nbecome neither a Member nor a holder of any interest in the Company whatsoever.\n<\/p>\n<\/p>\n

ARTICLE XII<\/strong><\/a><\/p>\n

\n

Additional And Substitute Members; Removal of Members
\n<\/strong><\/p>\n

\n

12.1 Admission of Additional Members and Substitute Members.
\n<\/strong>Any Person acceptable to the Board may, subject to the terms and
\nconditions of this Operating Agreement (including Sections 6.4 and 12.2), become
\nan Additional Member of the Company by the purchase of new Shares for such
\nconsideration as the Board shall determine in accordance with the terms of this
\nOperating Agreement. The Board may, without the consent of any Member, issue
\nadditional Shares out of the authorized Shares.<\/p>\n<\/p>\n

12.2 Allocations to Additional Members and Substitute Members.
\n<\/strong>No Additional Member or Substitute Member shall be entitled to any
\nretroactive allocation of losses, income or expense deductions incurred by the
\nCompany.<\/p>\n<\/p>\n

\n

ARTICLE XIII <\/strong><\/a><\/p>\n

\n

Dissolution And Termination<\/strong><\/p>\n

\n

13.1 Dissolution. <\/strong>The Company shall be dissolved upon the
\noccurrence of any of the following events (a “Dissolution
\nEvent<\/strong>“):<\/p>\n<\/p>\n

(a)<\/strong> the written agreement of the Board; or<\/p>\n<\/p>\n

(b)<\/strong> the entry of a decree of judicial dissolution under the
\nAct.<\/p>\n<\/p>\n

13.2 Effect of Filing of Certificate of Cancellation. <\/strong>The
\nCompany shall cease to carry on its business, except insofar as may be necessary
\nfor the winding up of its business, upon the occurrence of a final dissolution
\nevent, but its separate existence shall continue until a Certificate of
\nCancellation has been filed with the Secretary of State of Delaware or until a
\ndecree dissolving the Company has been entered by a court of competent
\njurisdiction.<\/p>\n<\/p>\n

13.3 Distribution of Assets Upon Dissolution. <\/strong>In settling
\naccounts after dissolution, the liabilities of the Company shall be entitled to
\npayment in the order of priority as provided by law in satisfaction of all
\nliabilities and obligations of the Company whether by payment or the
\nestablishment of reasonable reserves therefor. The remaining assets of the
\nCompany shall be distributed to the Members in accordance with Section 10.3(c).\n<\/p>\n<\/p>\n

13.4 Winding Up. <\/strong>Except as provided by law, upon
\ndissolution, each Member shall look solely to the assets of the Company for the
\nreturn of its Capital Contribution. If the Company Property remaining after the
\npayment or discharge of the debts and liabilities of the Company is insufficient
\nto return the Capital Contribution of each Member, such Member shall have no
\nrecourse against any other Member. The winding up of the affairs of the Company
\nand the distribution of its assets shall be conducted exclusively by the Board,
\nwho subject to the terms of this Operating Agreement, are hereby authorized to
\ntake all actions necessary to accomplish such distribution, including without
\nlimitation, selling any Company assets the Board deems necessary or appropriate
\nto sell.<\/p>\n<\/p>\n

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13.5<\/strong><\/a> Filing of Certificate of
\nCancellation.<\/strong><\/p>\n<\/p>\n

(a)<\/strong> When all debts, liabilities and obligations have been
\npaid and discharged or adequate provisions have been made therefor and all of
\nthe remaining property and assets have been distributed to the Members, a
\nCertificate of Cancellation shall be executed and filed with the Delaware
\nSecretary of State, which certificate shall set forth the information required
\nby the Act.<\/p>\n<\/p>\n

(b) <\/strong>Upon the acceptance of the Certificate of Cancellation,
\nthe existence of the Company shall cease, except for the purpose of suits, other
\nproceedings and appropriate action as provided in the Act.<\/p>\n<\/p>\n

ARTICLE XIV<\/strong><\/a><\/p>\n

\n

Miscellaneous Provisions<\/strong><\/p>\n

\n

14.1 Notices. <\/strong>Any notice, demand or communication required
\nor permitted to be given by any provision of this Operating Agreement shall be
\nin writing and shall be deemed effectively given or delivered upon receipt. Any
\nsuch notice, demand or communication may be given: (a) by personal delivery to
\nthe party to be notified; (b) by confirmed telex, telegraph, facsimile or
\nelectronic mail; or (c) by mail or courier. All communications shall be
\ndelivered to a Manager, a Member or the Company, as appropriate, to such
\nManager153s, such Member153s or the Company153s address (including electronic mail
\naddress) or facsimile number as such appears in the Company153s records as of the
\ndate hereof or to such other address or facsimile number as such Member, such
\nManager or the Company may designate by ten days advance written notice to the
\nother parties hereto.<\/p>\n<\/p>\n

14.2 Application of Delaware Law. <\/strong>This Operating Agreement,
\nand the application or interpretation hereof, shall be governed exclusively by
\nits terms and by the laws of the State of Delaware (without giving effect to
\nprinciples of conflicts of laws).<\/p>\n<\/p>\n

14.3 Waiver of Action for Partition. <\/strong>Each Member irrevocably
\nwaives during the term of the Company any right that it may have to maintain any
\naction for partition with respect to the property of the Company.<\/p>\n<\/p>\n

14.4 Amendments. <\/strong>This Operating Agreement may be amended by
\nthe Board or the Class A Member.<\/p>\n<\/p>\n

14.5 Execution of Additional Instruments. <\/strong>Each Member hereby
\nagrees to execute such other and further statements of interest and holdings,
\ndesignations, powers of attorney and other instruments necessary to comply with
\nany laws, rules or regulations.<\/p>\n<\/p>\n

14.6 Construction. <\/strong>Whenever the singular number is used in
\nthis Operating Agreement and when required by the context, the same shall
\ninclude the plural, and the masculine gender shall include the feminine and
\nneuter genders and vice versa. This Operating Agreement is prepared and executed
\nin the English language only and any translation of this Operating Agreement
\ninto any other language shall have no effect.<\/p>\n<\/p>\n

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14.7<\/strong><\/a> Attorneys153 Fees.<\/strong>
\nIn any judicial action or proceeding between the parties to enforce any of the
\nprovisions of this Operating Agreement regardless of whether such action or
\nproceeding is prosecuted to judgment and in addition to any other remedy, the
\nunsuccessful party shall pay to the successful party all costs and expenses,
\nincluding reasonable attorneys153 fees, which shall include the reasonable value
\nof the services of staff attorney, incurred therein by the successful party.<\/p>\n<\/p>\n

14.8 Headings. <\/strong>The headings in this Operating Agreement are
\ninserted for convenience only and are in no way intended to describe, interpret,
\ndefine, or limit the scope, extent or intent of this Operating Agreement or any
\nprovision hereof.<\/p>\n<\/p>\n

14.9 Waivers. <\/strong>The failure of any party to seek redress for
\nviolation of or to insist upon the strict performance of any covenant or
\ncondition of this Operating Agreement shall not prevent a subsequent act, which
\nwould have originally constituted a violation, from having the effect of an
\noriginal violation.<\/p>\n<\/p>\n

14.10 <\/strong><\/a>Rights and Remedies
\nCumulative. <\/strong>The rights and remedies provided by this Operating
\nAgreement are cumulative, and the use of any one right or remedy by any party
\nshall not preclude or waive the right to use any or all other remedies. Such
\nrights and remedies are given in addition to any other rights the parties may
\nhave by law, statute, ordinance or otherwise.<\/p>\n<\/p>\n

14.11 <\/strong><\/a>Severability. <\/strong>If
\nany provision of this Operating Agreement or the application thereof to any
\nperson or circumstance shall be invalid, illegal or unenforceable to any extent,
\nthe remainder of this Operating Agreement and the application thereof shall not
\nbe affected and shall be enforceable to the fullest extent permitted by law.<\/p>\n<\/p>\n

14.12 Heirs, Successors and Assigns. <\/strong>Each and all of the
\ncovenants, terms, provisions and agreements herein contained shall be binding
\nupon and inure to the benefit of the parties hereto and, to the extent permitted
\nby this Operating Agreement, their respective heirs, legal representatives,
\nsuccessors and assigns.<\/p>\n<\/p>\n

14.13 Creditors. <\/strong>None of the provisions of this Operating
\nAgreement shall be for the benefit of or enforceable by any creditor of the
\nCompany.<\/p>\n<\/p>\n

14.14 Counterparts. <\/strong>This Operating Agreement may be executed
\nin counterparts, each of which shall be deemed an original but all of which
\nshall constitute one and the same instrument.<\/p>\n<\/p>\n

14.15 No Third Party Beneficiaries. <\/strong>It is understood and
\nagreed among the parties that this Operating Agreement and the covenants made
\nherein are made expressly and solely for the benefit of the parties hereto, and
\nthat no other Person, other than an Indemnitee under Article VII hereof (but
\nonly in respect of the rights under such Article VII), shall be entitled or be
\ndeemed to be entitled to any benefits or rights hereunder, nor be authorized or
\nentitled to enforce any rights, claims or remedies hereunder or by reason
\nhereof.<\/p>\n<\/p>\n

14.16 Fees And Commissions.<\/strong> Each Member hereby represents
\nand warrants to the others that, it has not engaged or dealt with any other
\nperson or party who may have any claim against the Company or such Member for
\nbrokerage or other commissions or finder153s or other similar fees in connection
\nwith formation of the Company. Each Member hereby agrees to indemnify the others
\nand hold the others harmless from and against all loss, cost, damage, and
\nexpense whatsoever which the others may suffer or incur by reason of any claim
\nfor a brokerage or finder153s or similar based on contracts, agreements, or
\nunderstandings made or allegedly made by the indemnifying party.<\/p>\n<\/p>\n

14.17 Warranty Of Authority.<\/strong> Each Member hereby represents
\nand warrants to the others that such Member has full power and lawful authority
\nto enter into and carry out the terms and provisions of this Operating Agreement
\nand that all actions necessary to confer such power and authority upon the
\npersons executing this Operating Agreement have been taken.<\/p>\n<\/p>\n<\/p>\n

~ 21 ~<\/p>\n

\n

\n<\/p>\n

In Witness Whereof, <\/strong>the parties hereto have executed this
\nOperating Agreement to be duly executed by their respective authorized officers
\nas of the day and year first above written.<\/p>\n<\/p>\n<\/p>\n

Manager<\/strong>:<\/p>\n<\/p>\n

\/s\/ Pehong Chen<\/p>\n<\/p>\n

\n

Pehong Chen<\/p>\n<\/p>\n<\/p>\n

Class A Member<\/strong>:<\/p>\n<\/p>\n

BroadVision, Inc.<\/strong><\/p>\n<\/p>\n

By: \/s\/ Pehong Chen<\/em><\/p>\n<\/p>\n

\n

Pehong Chen<\/p>\n<\/p>\n

Chief Executive Officer<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

Class B Member<\/strong>:<\/p>\n<\/p>\n

CHRM LLC<\/strong><\/p>\n<\/p>\n

By: \/s\/ Pehong Chen<\/em><\/p>\n<\/p>\n

\n

Pehong Chen<\/p>\n<\/p>\n

Manager<\/p>\n<\/p>\n<\/p>\n

~ 22 ~<\/p>\n

\n

\n<\/p>\n

Schedule A<\/strong><\/p>\n

\n

MEMBERS153 NAMES, ADDRESSES, CAPITAL CONTRIBUTIONS AND
\nSHARES<\/strong><\/p>\n

\n<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
\n

Name of Member<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Capital Contribution<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Shares<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

I. Part I: Class A Member<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

BroadVision, Inc.<\/strong><\/p>\n

1600 Seaport Boulevard<\/p>\n

Suite 550, North Building<\/p>\n

Redwood City, CA 94063<\/p>\n<\/td>\n

<\/td>\n\n

$<\/strong><\/p>\n<\/td>\n

\n

8,000.00<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

80 Class A<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

II. Part II: Class B Member<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CHRM LLC<\/strong><\/p>\n

93 Ridgeview Drive<\/p>\n

Atherton, CA 94027<\/p>\n<\/td>\n

<\/td>\n\n

$<\/strong><\/p>\n<\/td>\n

\n

2,000.00<\/strong><\/p>\n<\/td>\n

\n

*<\/strong><\/p>\n<\/td>\n

\n

20 Class B<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n

_______________<\/p>\n<\/p>\n

*The Members have nominally assigned a value of $2,000 to the Capital
\nContribution of the Class B Member reflecting proportionality with the initial
\nCapital Contribution of the Class A Member. The Members deem the intellectual
\nproperty rights contributed by the Class B Member to have a fair market value
\nequal to 20% of the Company153s total Adjusted Asset Value at the time of
\nadmission of the Class B Member as a Member. In the event that the adjustment
\ncalled for by Section 1.1(d)(ii) in connection with such admission results in an
\nincrease in the Company153s aggregate Adjusted Asset Value, the deemed value of
\nthe Capital Contribution of the Class B Member shall automatically be increased
\naccordingly.<\/p>\n<\/p>\n<\/p>\n

~ 23 ~<\/p>\n

\n

\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

TABLE OF CONTENTS<\/a><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

\nARTICLE
\nI<\/a><\/strong><\/p>\n<\/td>\n

<\/td>\n\n

\nDEFINITIONS<\/a><\/strong>\n<\/p>\n<\/td>\n

<\/td>\n\n

\n1<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n1.1<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nDefinitions<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\n1<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\nARTICLE
\nII<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\nFORMATION
\nOF COMPANY<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n5<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n2.1<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nFormation<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\n5<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n2.2<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nName<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\n5<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n2.3<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nPrincipal
\nPlace of Business<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n5<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n2.4<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nRegistered
\nOffice and Registered Agent<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n5<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n2.5<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nTerm<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\n5<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\nARTICLE
\nIII<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\nPURPOSES
\nOF COMPANY<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n5<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n3.1<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nCompany
\nPurposes<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n5<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\nARTICLE
\nIV<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\nMANAGEMENT
\nOF COMPANY<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n6<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n4.1<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nBoard
\nof Managers<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n6<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n4.2<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nReimbursement
\nof Expenses<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n6<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n4.3<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nMeetings
\nof the Board of Managers; Action by the Board<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n6<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n4.4<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nCommittees
\nof the Board<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n6<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n4.5<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nFiduciary
\nDuties of the Managers<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n7<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n4.6<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nResignation<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\n7<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n4.7<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nRemoval<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\n7<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n4.8<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nVacancies<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\n7<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n4.9<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nManagers’
\nDuty to Company<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n7<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n4.10<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nAdditional
\nCapital<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n7<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n4.11<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nReports
\nto Members<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n7<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\nARTICLE
\nV<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\nOFFICERS<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\n7<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n5.1<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nAppointment
\nof Officers<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n7<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n5.2<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nTenure
\nand Duties of Officers<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n7<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n5.3<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nPower
\nand Authority of Officers<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n8<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n5.4<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nProhibited
\nAction<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n8<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\nARTICLE
\nVI<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\nRIGHTS
\nAND OBLIGATIONS OF MEMBERS<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n8<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n6.1
\n<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\nLimitation
\nof Liability<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n8<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n6.2<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nNature
\nof Rights and Obligations<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n8<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n6.3<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nMember
\nAccess to Records<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n9<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n6.4<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nCertain
\nActions Requiring Member Approval<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n9<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\nARTICLE
\nVII<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\nCERTAIN
\nMATTERS CONCERNING MEMBERS, MANAGERS AND EXECUTIVE OFFICERS<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n9<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n7.1<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nLiability
\nof Members, Managers and Officers: Indemnification<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n9<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n7.2<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nOther
\nMatters Concerning the Members, Managers and Officers of the Company<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n10<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\nARTICLE
\nVIII<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\nMEETINGS
\nOF MEMBERS<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n11<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n8.1<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nMeetings<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\n11<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n8.2<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nPlace
\nof Meetings<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n11<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n8.3<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nNotice
\nof Meetings<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n11<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n8.4<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nMeeting
\nof all Members<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n11<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n8.5<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nRecord
\nDate<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n11<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n8.6<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nQuorum<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\n11<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n8.7<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nManner
\nof Acting<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n11<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n8.8<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nProxies<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\n12<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n8.9<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nAction
\nby Members Without a Meeting<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n12<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n8.10<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nWaiver
\nof Notice<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n12<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\nARTICLE
\nIX<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\nCONTRIBUTIONS
\nTO THE COMPANY, SHARES AND CAPITAL ACCOUNTS<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n12<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n9.1
\n<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\nCapital
\nContributions<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n12<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n9.2<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nShares<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\n12<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n9.3<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nCapital
\nAccounts<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n13<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n9.4<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nWithdrawal
\nof Capital<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n13<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\nARTICLE
\nX<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\nALLOCATIONS,
\nINCOME TAX ELECTIONS AND REPORTS<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n13<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n10.1<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nAllocation
\nof Profits and Losses<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n13<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n10.2<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nSpecial
\nAllocations<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n14<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n10.3<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nDistributions<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\n16<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n10.4<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nLimitation
\nUpon Distributions<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n17<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n10.5<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nAccounting
\nPrinciples<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n17<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n10.6<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nInterest
\non and Return of Capital Contributions<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n17<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n10.7<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nRecords
\nand Reports<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n17<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n10.8<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nReturns
\nand Other Elections<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n18<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n10.9<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nTax
\nMatters Partner<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n18<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\nARTICLE
\nXI<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\nTRANSFERABILITY
\n<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n18<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n11.1<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nRestrictions
\non Transferability<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n18<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n11.2<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nExempt
\nTransfers<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n18<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n11.3<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nNo
\nEffect To Transfers In Violation of Operating Agreement<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n19<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\nARTICLE
\nXII<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\nADDITIONAL
\nAND SUBSTITUTE MEMBERS; REMOVAL OF MEMBERS<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n19<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n12.1<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nAdmission
\nof Additional Members and Substitute Members<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n19<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n12.2<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nAllocations
\nto Additional Members and Substitute Members<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n19<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\nARTICLE
\nXII<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\nDISSOLUTION
\nAND TERMINATION<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n19<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n13.1<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nDissolution<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\n19<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n13.2<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nEffect
\nof Filing of Certificate of Cancellation<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n19<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n13.3<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nDistribution
\nof Assets Upon Dissolution<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n19<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n13.4<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nWinding
\nUp<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n19<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n13.5<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nFiling
\nof Certificate of Cancellation<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n20<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\nARTICLE
\nXIV<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\nMISCELLANEOUS
\nPROVISIONS<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n20<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n14.1<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nNotices<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\n20<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n14.2<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nApplication
\nof Delaware Law<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n20<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n14.3<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nWaiver
\nof Action for Partition<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n20<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n14.4<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nAmendments<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\n20<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n14.5<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nExecution
\nof Additional Instruments<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n20<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n14.6<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nConstruction<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\n20<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n14.7<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nAttorneys’
\nFees<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n21<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n14.8<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nHeadings<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\n21<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n14.9<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nWaivers<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\n21<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n14.10<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nRights
\nand Remedies Cumulative<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n21<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n14.11<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nSeverability<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\n21<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n14.12<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nHeirs,
\nSuccessors and Assigns<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n21<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n14.13<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nCreditors<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\n21<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n14.14<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nCounterparts<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\n21<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n14.15<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nNo
\nThird Party Beneficiaries<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n21<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n14.16<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nFees
\nand Commissions<\/a><\/p>\n<\/td>\n

<\/td>\n\n

\n21<\/a>\n<\/p>\n<\/td>\n<\/tr>\n

\n

\n14.17<\/a>\n<\/p>\n<\/td>\n

<\/td>\n\n

\nWarranty
\nof Authority<\/a><\/p>\n<\/td>\n

<\/td>\n\n

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