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OPERATING AGREEMENT

of

Catapult Pgh, LLC

(A Pennsylvania limited liability company)

This Operating Agreement of Catapult Pgh, LLC (the "Company"), dated as of _______, has been adopted by the company and the members of the company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and intending to be legally bound hereby, the members and the company agree as follows:

ARTICLE I – DEFINITIONS

  2. 1.Definitions. In addition to the terms defined in other provisions of this Operating Agreement, the following terms shall have the meanings set forth below unless the context requires otherwise:

"Act." The Pennsylvania Limited Liability Company Law of 1994, 15 Pa.C.S. § 8901 et seq., and any successor statute, as amended from time to time.

"Affiliate." As to any person, any other person that directly or indirectly, through one or more intermediaries controls, is controlled by, or is under common control with such person or, if such person is an individual, the immediate family of such person or trusts solely for the benefit of such immediate family. As used in this definition, the term "control" means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, as trustee or executor, by contrast or credit arrangement, or otherwise.

"Agreement." This Operating Agreement, as amended, modified, supplemented, or restated from time to time.

"Capital account." The individual account maintained by the company with respect to each member or holder of economic rights as provided in section 4.04.

"Capital contribution." The aggregate amount of cash and the agreed value of any property or services (as determined in writing by the member and the Company) contributed by each member to the company as provided in section 4.01. In the case of a member who acquires a membership interest in the company by an assignment or transfer in accordance with the terms of this Agreement, "capital contribution" means the capital contribution of that member's predecessor proportionate to the acquired membership interest.

"Certificate." The certificate of organization of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the Department of State of the Commonwealth of Pennsylvania pursuant to the Act.

"Code." The Internal Revenue Code of 1986, as amended.

"Company." See the Preamble.

"Economic rights." See section 3.04(a).

"Immediate family." With respect to any individual, such individual's parents, spouse, issue, and adopted children, or any of them.

"Majority vote." The written approval of, or the affirmative vote by, members holding a majority of the votes entitled to be cast.

"Member." Any person who at the time is a member of the company. "Members" means two or more persons when acting in their capacities as members of the Company. For purposes of the application of a provision of the Act to the Company, the members shall constitute one class or group of members.

"Membership interest." The interest of a member in the Company, including, without limitation, interests in items of income, gain, loss, deduction, and credit, rights to distributions (liquidating or otherwise), allocations, information, and to consent to or approve actions by the Company, all in accordance with the provisions of this Agreement and the Act.

"Notice member." A member that is a "notice partner" within the meaning of § 6223 of the Code.

"Percentage interest." The proportionate membership interest of a member expressed as a percentage, as shown on Annex A.

"Person." A natural person, corporation, general or limited partnership, limited liability company, joint venture, trust, estate, association, or other legal entity or organization.

"Profits interest." See section 3.02.

"Tax matters member." The member designated to serve as the tax matters partner as that term is used in § 6231(a)(7) of the Code.

"Tax payment loan." See section 4.11.

"Treasury Regulations" or "Treas Regs." The income tax regulations, including temporary registrations, promulgated under the Code, as those regulations may be amended from time to time (including corresponding provisions of successor regulations).

"Withholding tax act." See section 4.11.

ARTICLE II – ORGANIZATION

  2. 1.Formation. The Company has been organized as a Pennsylvania limited liability company by the filing of a Certificate with the Department of State of the Commonwealth of Pennsylvania under and pursuant to the Act.

  4. 2.Name. The name of the Company is Catapult Pgh, LLC, and all Company business shall be conducted under that name or such other names that comply with applicable law as the members may select from time to time.

  6. 3.Registered Office; Principal Place of Business; Other Offices. The Registered office of the Company required by the Act to be maintained in the Commonwealth of Pennsylvania shall be 4327 Butler Street, 2nd Floor, Pittsburgh, Pennsylvania 15201 or such other office (which need not be a place of business of the Company) as the members may designate from time to time in the manner provided by law. The principal place of business of the company shall be at 4327 Butler Street, 2nd Floor, Pittsburgh, Pennsylvania 15201, or at such other place as the members may designate from time to time, which need not be in the Commonwealth of Pennsylvania. The Company may have such other offices as the members may designate from time to time.

  8. 4.Purpose. The purpose of the Company shall be to engage in any and all lawful business for which a limited liability company may be organized under the Act.

  10. 5.Term. The existence of the Company commenced on the date the Certificate was filed with the Department of State of the Commonwealth of Pennsylvania and shall continue indefinitely until the Company is dissolved in accordance with Article IX and the Act.

ARTICLE III – MEMBERSHIP INTERESTS

  2. 1.Initial and Subsequent Members. The members of the Company are the persons listed on Annex A. When any person is admitted as a member or ceases to be a member, or when percentage interests or voting rights of members change, the members shall cause such changes to be reflected on the books of the Company and shall prepare a revised version of Annex A, which shall be distributed to the members. Any failure to distribute revised Annex A upon any change in members, percentage interest, or voting rights shall not affect the validity of any such change.

  4. 2.Profits Interests Authorized. The members may provide in connection with a grant of a membership interest ("profits interest") to a person providing services to the Company that the profits interest shall not constitute an interest in the then-existing capital of the Company (including any gain attributable to appreciation of Company asset before the date of the grant, which shall therefore be allocated only to membership interests other than those that are the subject of the grant). The Company shall identify on Annex A those membership interests that are profits interests and the date of grant of each such profits interest.

  6. 3.Record Holders of Membership Interests. The Company shall be entitled to treat the person in whose name a membership interest stands on the books of the Company as the absolute owner thereof and as a member of the Company. The Company shall not be bound to recognize any equitable or other claim to, or interest in, such membership interest on the part of any other person, whether or not the Company has express or other notice of any such claim.

  8. 4.Transfers and Assignments of Membership Interests.

  9. (a)Restrictions on Transfer. Membership interests constitute the personal estate of members and may be transferred or assigned. If the members of the Company other than the member proposing to dispose of his or her interest do not unanimously approve of the proposed transfer or assignment by written consent, the transferee of the interest of the member shall have no right to participate in the management of the business and affairs of the Company or to become a member. The transferee shall only be entitled to receive the distributions and the return of contributions (the "economic rights") to which that member would otherwise be entitled. A transfer that includes both economic rights and the right to participate in the management of the business and affairs of the Company shall be subject to the following requirements:

  10. (1)Each transferee must represent and warrant to the Company that his or her acquisition of membership interests is made as principal for his or her account for investment purposes only and not with a view to the resale or distribution of such membership interest, except insofar as the Securities Act of 1933, as amended, and any applicable securities law of any state or other jurisdiction permit such acquisition to be made for the account of others or without requiring that such membership interests, or the acquisition, resale, or distribution thereof, be registered under the Securities Act of 1933, as amended, or other jurisdiction.

  11. (2)A member who transfers his or her membership interests may be required to deliver to the other members an opinion of counsel satisfactory to the other members that the membership interests may be sold in reliance on an exemption from such registration requirements, it being the understanding of each member that neither the members nor the Company has any intention to register the membership interests for resale under any federal or state securities laws or to take any action that would make available any exemption from the registration requirements of such laws. Each member further agrees not to transfer the membership interests, or any portion thereof, to any person who does not represent and warrant as to such transferee's investment intention and agree not to transfer such membership interests, or portion thereof, to any person who does not similarly represent, warrant, and agree.

  12. (3)Each member hereby agrees that a legend to the effect of the following shall be placed upon any documents evidencing ownership issued to such member representing the membership interests of a member:

The membership interests represented by this document have not been registered under any securities laws, and the transferability of the membership interest therefore is restricted. The membership interests may not be sold, assigned, or transferred, nor will any assignee, vendee, transferee, or endorsee hereof be recognized as having an interest in such membership interests by the company for any purpose, unless the availability of an exemption from registration and qualification shall be established to the satisfaction of counsel for the Company.

  1. (b)Capital Account of Transferee. Upon the valid transfer of economic rights, whether or not as part of the transfer of the entire membership interest, the transferee shall succeed to the corresponding portion of the capital account of the transferor.

  2. (c)Distribution Upon Dissociation. A member who is dissociated from the Company, except pursuant to a transfer of the membership interest of the member, shall have the right under section 8933 of the Act to receive any distribution declared but not paid prior to the date of dissociation and, within a reasonable time after dissociation, to be paid the fair value of the membership interest of the member based upon the right of the member to share in distributions from the company.

  3. (d)Admission of Additional Members. Additional members of the Company may be admitted only upon the unanimous consent of the members. In the event that any additional members are added, this Agreement shall be construed to apply to all of the members, and the additional members must either: (a) enter into, ratify, and approve this Agreement, or (b) execute a new operating agreement after the existing members have terminated this Agreement.

  5. 5.No Right of Partition. A member shall not have the right to seek or obtain partition by court decree or operation of law of any Company property, or the right to own or use particular assets of the Company.

  7. 6.Evidence and Transfer of Membership Interests.

  8. (a)Evidence of Membership Interests. The membership interests may be represented by certificates.

  9. (b)Procedure. Transfers of membership interests shall be made on the records of the Company. A transfer of membership interests represented by a certificate shall be made upon surrender of the certificate, endorsed, or accompanied by a stock power executed by the person named in the certificate or by an attorney lawfully constituted in writing. No transfer shall be made inconsistent with the provisions of 13 Pa.C.S. div. 8 or other applicable provisions of law.

  10. (c)Membership Interest Certificates. Membership interest certificates shall be in such form as approved by the members, and shall state that the Company is organized under the laws of Pennsylvania, the name of the person to whom issued, and the number and class of the membership interests and the designation of the series (if any) that the certificate represents. The membership interest certificates shall be numbered and registered in the records of the Company as they are issued and shall be signed by two officers of the company.

  11. (d)Lost, Destroyed, or Mutilated Certificates. The holder of any membership interest certificate shall immediately notify the Company of any loss, destruction, or mutilation of the certificate, and the members may, in their discretion, cause a new certificate to be issued to the holder, in accordance with 13 Pa.C.S. § 8405.

ARTICLE IV – FINANCIAL AND TAX MATTERS

  2. 1.Capital Contributions. The Company shall keep a record of the capital contributions made by the members. A member shall not be required to make any capital contribution to the Company not specifically agreed to in writing between the member and the Company, or be obligated or required under any circumstances to restore any negative balance in his, her, or its capital account.

  4. 2.Return of Contributions. A member is not entitled to the return of any part of the member's capital contribution, or to be paid interest in respect of the member's capital account or capital contribution. An unrepaid capital contribution is not a liability of the Company or of any member. A member is not required to contribute or lend any cash or property to the Company to enable the Company to return any member's capital contributions.

  6. 3.Advances by Members. A member may agree, with the consent of the other members, to loan funds to or guarantee obligations of the Company. A loan to the Company or guarantee of its obligations by a member is not a capital contribution.

  8. 4.Capital Accounts.

  9. (a)Tax Provisions. The allocation and capital account maintenance provisions of Treasury Regulations under section 704 of the Code are hereby incorporated by reference, including a "qualified income offset" within the meaning of Treas. Reg. § 1.704-1(b)(2)(ii)(d), the rule regarding allocation of "partner nonrecourse deductions" under Treas. Reg. § 1.704-2(i)(1), "minimum gain chargeback" under Treas. Reg. § 1.704-2(f) and "partner nonrecourse debt minimum gain chargeback" under Treas. Reg. § 1.704-2(i)(4), and the limitation on allocation of losses to any member that would cause a deficit capital account in excess of such member's capital contribution obligations and share of minimum gain and partner nonrecourse debt minimum gain under Treas. Reg. § 1.704-1(b)(2)(ii)(d) as modified by Treas. Reg. §§ 1.704-2(g)(1) and 1.704-2(i)(5).

  10. (b)Contributed Property. To the extent contributed property has a fair market value at the time of contribution that differs from the contributing member's basis in the property, and to the extent the carrying value of property of the company for capital account purposes otherwise differs from the company's basis in such property, depreciation, gain, and loss for capital account purposes shall be computed by reference to such carrying value rather than such tax basis. In accordance with section 704(c) of the Code, income, gain, loss, and deduction with respect to such property shall, solely for tax purposes, be shared among the members so as to take account of the variation between the basis of the property to the Company and its fair market value at the time of contribution, or at the time that the carrying value of such property is adjusted under Treas. Reg. § 1.704-1(b)(2)(iv)(f), as the case may be.

  12. 5.Profits and Losses. At all times while there is more than one member, items of income, gain, loss, deduction, and credit shall be allocated to the members in accordance with percentage interests, except as otherwise provided in section 4.04.

  14. 6.Distributions.

  15. (a)General Rule. Except as provided in subsection (b) and Article IX, distributions shall be made to the members in accordance with their respective percentage interests at such times, and in such amounts, as the members shall determine.

  16. (b)Tax Distributions. With respect to any taxable year of the Company in which members are allocated taxable income for federal income tax purposes (and for this purpose all items of income, gain, loss, or deduction required to be separately stated pursuant to section 703 of the Code shall be included in the calculation of taxable income (other than the amount, if any, by which capital losses exceed capital gains)), the Company shall attempt to distribute to each member, within 90 days after the close of that taxable year (and, if practicable, at such times during the taxable year as are required to fund the payment of estimated taxes), no less than the amount determined by multiplying the Company's taxable income (computed as set forth in this sentence) allocated to such member by the highest composite federal, state, and local income tax rate applicable to any member (including, in the case of a member that is a pass-through entity, any other person taxable on company income). For purposes of the preceding sentence, the Company's taxable income for a year shall be reduced by any net loss of the Company in prior years that has not previously been so taken into account under this section 4.06(b). Nothing herein shall require the Company to borrow money or reduce its cash flow so as to restrict its ability to operate the day-to-day activities of the business in order to make such distributions. All distributions to a member pursuant to this section 4.06(b) shall be treated as advances of, and offset against, amounts otherwise distributable to such member under this agreement.

  18. 7.Establishment of Reserves. The members shall have the right to establish reasonable reserves for maintenance, improvements, acquisitions, capital expenditures, and other contingencies, such as reserves to be funded with such portion of the operating revenues of the Company as the members may deem necessary or appropriate for that purpose.

  20. 8.Tax Returns. The members shall arrange for the preparation of all tax returns required to be filed for the Company. Each member shall be entitled to receive copies of all federal, state, and local income tax returns and information returns, if any, that the Company is required to file. All information needed by the members and other persons who were members during the applicable taxable year for income tax purposes shall be prepared by the Company's accountants and furnished to each such person after the end of each taxable year of the Company. Each such person shall report consistently with the partnership information returns of the Company, as filed.

  22. 9.Tax Elections.

  23. (a)Elections to be Made. To the extent permitted by applicable tax law, the Company shall make the following elections on the appropriate tax returns:

  24. (1)to adopt the calendar year as the Company's taxable year;

  25. (2)to adopt the cash method of accounting and to keep the Company's books and records on the income-tax method;

  26. (3)if a transfer of a membership interest as described in section 743 of the Code occurs, on written request of the transferee, or if a distribution of company property is made on which gain described in sections 734(b)(1)(A) of the Code is recognized or there is an excess of adjusted basis as described in section 734(b)(1)(B) of the Code, to elect, pursuant to section 754 of the Code, to adjust the basis of Company properties;

  27. (4)to elect to amortize the organizational expenses of the Company and the startup expenditures of the Company ratably over a period of 180 months as permitted by sections 195 and 709(b) of the Code; and

  28. (5)any other election the members may deem appropriate and in the best interests of the members.

  29. (b)No Election of Corporate Taxation. Neither the Company nor any member may make an election for the Company to be taxable as a Corporation for federal income tax purposes or to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state law, and no provision of this Agreement shall be construed to sanction or approve such an election.

  31. 10.Tax Matters Member. If the Company is subject to the consolidated audit procedures of sections 6221 to 6234 of the Code, the tax matters member of the Company shall be a member who is designated as such by vote of the members. Any member who is designated the tax matters member shall take such action as may be necessary to cause each other member to become a notice member. The Company shall reimburse the tax matters member for any costs incurred representing the interests of the members in respect of Company tax matters.

  33. 11.Tax Withholding. Unless treated as a tax payment loan, any amount paid by the Company for or with respect to any member on account of any withholding tax or other tax payable with respect to the income, profits, or distributions of the Company pursuant to the Code, the Treasury Regulations, or any state or local statute, regulation, or ordinance requiring such payment (each a "withholding tax act") shall be treated as a distribution to the member for all purposes of this Agreement. To the extent that the amount required to be remitted by the Company under a withholding tax exceeds the amount then otherwise distributable to the member, the excess shall constitute a loan from the Company to the member (a "tax payment loan"). Each tax payment loan shall be payable upon demand and shall bear interest, from the date that the Company makes the payment to the relevant taxing authority, at the applicable federal short-term rate under section 1274(d)(1) of the Code, determined and compounded semiannually. So long as any tax payment loan or interest thereon remains unpaid, the Company shall make future distributions due to the member under this Agreement by applying the amount of any such distribution first to the payment of any unpaid interest on all tax payment loans of the member and then to the repayment of the principal of all tax payment loans of the member. The members shall take all actions necessary to enable the Company to comply with the provisions of any withholding tax act applicable to the Company and to carry out the provisions of this subsection.

ARTICLE V – MANAGEMENT

  2. 1.Power and Authority of the Member. Management of the business and affairs of the Company shall be vested in the members. The Company may act only by actions taken by or under the direction of the members in accordance with this Agreement. The members shall have all rights and powers relating to the Company.

  3. (a)Binding Effect of Actions. Each member shall be bound by, and hereby consents to, any and all actions taken and decisions made by the members in accordance with the terms of this Agreement. Any person designated by the members, including a member so designated, shall have the authority to bind the Company. Any act taken by, or any document executed by, members holding a majority of the voting rights shall be binding on the Company with the same force and effect as if the action, or the execution of the document, were approved by a vote of the members. Except as provided in this section 5.01(b), no member shall have authority to bind the Company.

  4. (b)Limitations. Notwithstanding any other provision of this Agreement, the unanimous approval of the members is required before the Company may:

  5. (1)engage in a merger of consolidation with or into any corporation, partnership, limited liability company, or any other entity, whether or not the Company shall be the surviving entity of such merger or consolidations;

  6. (2)sell all or substantially all of its assets to any person or entity;

  7. (3)divide into two or more limited liability companies; or

  8. (4)engage in any similar business transaction.

  10. 2.Conflicts of Interest.

  11. (a)Other Business Interests. Any member or affiliate thereof may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the business of the Company, and the Company and the members shall have no rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Company, shall not be deemed wrongful or improper. No member or affiliate thereof shall be obligated to present any particular investment opportunity to the Company even if the opportunity is of a character that, if presented to the Company, could be taken by the Company, and any member or affiliate thereof shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment opportunity.

  12. (b)Interested Transactions. A contract or transaction between the Company and one or more of its members or officers, or between the Company and another domestic or foreign association in which one or more of its members or officers has a management role or a financial or other interest, shall not be void or voidable solely for that reason, or solely because the member or officer is present at or participates in the meeting of the members that authorizes the contract or transaction, or solely because the vote of the member is counted for that purpose, if:

  13. (1)the material facts as to the relationship or interest and as to the transaction are disclosed or known to the members entitled to vote thereon and the contract or transaction is specifically approved in good faith vote by one of those members; or

  14. (2)the contract or transaction is fair to the Company as to the time it is authorized, approved, or ratified by the members.

ARTICLE VI – MEMBERS

  2. 1.Voting Rights of Members. The unanimous vote or consent of the members of the Company shall be required to decide any matter to be acted upon by the members.

  4. 2.Meetings of Members.

  5. (a)Quorum. A meeting of the members shall not be organized for the transaction of business unless a quorum is present. The presence of all members entitled to cast a vote on a particular matter to be acted upon at the meeting shall constitute a quorum for the purposes of consideration and action on the matter. The members present at a duly organized meeting can continue to do business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum. If a meeting cannot be organized because a quorum has not attended, the members present may adjourn the meeting to such time and place as they may determine. Those members entitled to vote who attend a meeting of members that has been previously adjourned for one or more periods aggregating at least 15 days because of an absence of a quorum, although less than a quorum, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the notice of the meeting if the notice states that those members who attend the adjourned meeting shall nevertheless constitute a quorum for the purposes of acting upon the matter.

  6. (b)Location. All meetings of the members shall be held at the principal place of business of the Company or at such other place within or outside the Commonwealth of Pennsylvania as shall be specified or fixed in the notice thereof.

  7. (c)Adjournment. The members present and entitled to vote shall have the power to adjourn a meeting from time to time, without an notice other than announcement at the meeting of the time and place at which the adjourned meeting will be held.

  8. (d)Call of Meetings. A meeting of the members for any proper purpose or purposes may be called at any time by members holding at least 50% of the votes that all members are entitled to cast at the particular meeting. Only business within the purpose or purposes described in the notice of the meeting may be conducted at a meeting of the members. The notice shall specify the time and location of the meeting.

  9. (e)Notices. Notice of a meeting of members shall be given to the members either personally or by sending a copy thereof:

  10. (1)by first-class or express mail, postage prepaid, or courier service, charges prepaid, to the postal address or street address of each member appearing on the books of the Company. Notice pursuant to this subsection shall be deemed to have been given when deposited in the United States mail or with the courier service.

  11. (2)by facsimile transmission, e-mail, or other electronic communication to the facsimile number or address for e-mail or other electronic communications supplied by a member to the Company for purpose of notice. Notice pursuant to this subsection shall be deemed to have been given when sent.

  12. (f)Waiver of Notice. A waiver of notice of a meeting signed by the member entitled to the notice, whether before or after the meeting, shall be deemed equivalent to the giving of the notice. Attendance of a member at a meeting constitutes a waiver of notice of the meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

  14. 3.Conduct of Meetings. All meetings of the members shall be presided over by an individual chosen by the members present. The person presiding at the meeting shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seen to him or her in order.

  16. 4.Action by Consent or Remote Participation.

  17. (a)Action by Consent. Any action required or permitted to be taken at a meeting of members may be taken without a meeting, without prior notice, and without a vote, upon the consent of members who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all members entitled to vote thereon were present and voting. The consents shall be in writing or in electronic form. An action taken by less than unanimous consent of the members shall not become effective until after at least 10 days' written notice of the action has been given to each member entitled to vote thereon who has not consented thereto.

  18. (b)Remote Participation. The presence of participation, including voting and taking other action, at a meeting of members, by conference telephone or other electronic means, including without limitation the Internet, shall constitute the presence of, or vote or action by, the member.

  20. 5.Liability of Members. The members, as such, shall not be liable for the debts, obligations, or liabilities of the Company except to the extent required by the Act.

ARTICLE VII – INDEMNIFICATION OF MEMBERS,

OFFICERS, AND OTHER AUTHORIZED REPRESENTATIVES

  2. 1.Indemnification. The Company shall indemnify any person who was or is a party to or is threatened to be made a party to or is otherwise involved in any threatened, pending, or completed action or proceeding, including without limitation actions by or in the right of the Company, whether civil, criminal, administrative, or investigative, by reason of the fact that the person is or was a member or an officer of the Company, or is or was serving while a member or an officer of the Company at the request of the Company as a director, manager, officer, employee, agent, fiduciary, or other representative of another corporation (for-profit or not-for-profit), limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise, against all liabilities, expenses (including without limitation attorneys' fees), judgments, fines, excise taxes, and amounts paid in settlement in connection with the action or proceeding unless the act or failure to act by the person giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. The Company shall have the power to indemnify employees and agents of the Company on the same basis as provided in this section with respect to members and officers, and to advance expenses to employees and agents on the same basis as provided in section 7.02 as the members may from time to time determine or authorize.

  4. 2.Advancement of Expenses. Expenses (including without limitation attorneys' fees) incurred by any person who was or is a member or an officer of the Company in defending any action or proceeding referred to in section 7.01 shall automatically be paid by the Company, without the need for action by the members, in advance of the final disposition of the action or proceeding upon receipt of an undertaking by or on behalf of the person to repay the amount advanced if it shall ultimately be determined that the person is not entitled to be indemnified by the Company.

  6. 3.Exception. Notwithstanding anything in this Article VII to the contrary, the Company shall not be obligated to indemnify any person under section 7.01 or advance expenses under section 7.02 with respect to proceedings, claims, or actions commenced by that person, other than mandatory counterclaims and affirmative defenses.

  8. 4.Interpretation. The indemnification and advancement of expenses provided by or pursuant to this Article VII shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any insurance policy, agreement, vote of members, or otherwise, both as to actions in the person's official capacity and as to actions in another capacity while holding an office, and shall continue as to a person who has ceased to be a member or an officer and shall inure to the benefit of the heirs, executors, and administrators of the person. If the Act is amended to permit a Pennsylvania limited liability company to provide greater rights to indemnification and advancement of expenses for its members and officers than the express terms of this Article VII, this Article VII shall be construed to provide for such greater rights.

  10. 5.Contract. The duties of the Company to indemnify and to advance expenses to a member or an officer as provided in this Article VII shall be in the nature of a contract between the Company and each such person, and no amendment or repeal of any provision of this Article VII shall alter, to the detriment of such person, the right of the person to the advancement of expenses or indemnification related to a claim based on an act or failure to act that took place prior to the amendment or repeal or the termination of the service of the person as a member or an officer, whichever is earlier.

ARTICLE VIII – BOOKS, RECORDS, REPORTS;

BANK ACCOUNTS; INFORMATION RIGHTS

  2. 1.Maintenance of Books.

  3. (a)Financial Records. The Company shall keep books and records of accounts that shall be maintained on a cash basis, or such other method as is required for federal income tax purposes, in accordance with the terms of this Agreement, except that the capital accounts of the members shall be maintained in accordance with section 4.04.

  4. (b)Company Records. In addition to the financial records required to be maintained under subsection (a), the Company shall keep the following records:

  5. (1)a list setting forth the full name and last known mailing address of each member;

  6. (2)a copy of the certificate and all amendments thereto;

  7. (3)copies of all if the Company's federal, state, and local income tax returns and annual financial statements;

  8. (4)copies of the currently effective written Operating Agreement, and all amendments thereto, and copies of any operating agreements no longer in effect; and

  9. (5)minutes of the proceedings of the members.

  11. 2.Reports.

  12. (a)In General. The members shall be responsible for the preparation of financial reports of the Company and for the coordination of the financial matters of the Company with the Company's certified public accountants. The financial statements described in subsections (b) and (c) shall be prepared in accordance with accounting principles generally employed when financial records are kept on the cash basis. The Company shall bear the costs of preparing the reports required by subsections (b) and (c).

  13. (b)Annual Reports. On or before the 90th day following the end of each fiscal year of the Company, each member is to be furnished with a balance sheet, an income statement, and a statement of changes in members' capital of the Company for, or as of the end of, that year, which have been reviewed or audited by the Company's certified public accountants.

  14. (c)Other reports. The members also may cause to be prepared or delivered such other reports at the members may deem appropriate.

  16. 3.Financial Accounts. The members shall establish and maintain one or more separate bank and investment accounts in the Company's name with financial institutions and firms that the members determine. The members may not commingle the Company's funds with the funds of any member; however, Company funds may be invested in a manner the same as or similar to the members' investment of the members' own funds or investments, subject to section 5.02(b).

  18. 4.Confidentiality.

  19. (a)General Rule. Each member agrees to keep confidential and not disclose, divulge, or use for any purpose (other than to monitor the member's investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement, unless the confidential information (i) is known or becomes known to the public in general (other than as a result of a breach of this section 8.04 by the member), (ii) is or has been independently developed or conceived by the member without use of the Company's confidential information, or (iii) is or has been made known or disclosed to the member by a third party without breach of any obligation of confidentiality that third party may have to the Company.

  20. (b)Exceptions. Notwithstanding subsection (a), a member may disclose confidential information (i) to the member's attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring the member's investment in the Company, (ii) to any prospective purchaser of the member's units, if the prospective purchaser agrees to be bound by the provisions of this section 8.04, (iii) to any affiliate partner, member, stockholder, or wholly owned subsidiary of the member in the ordinary course of business, if the member has informed the receiving person that the information is confidential and directs the person to maintain the confidentiality of the information, or (iv) as may otherwise be required by law, if the member promptly notifies the Company of the disclosure and takes reasonable steps to minimize the extent of any required disclosure. Nothing in this section 8.04 shall affect the member's ability to use information in connection with a commercial relationship between the member and the Company.

ARTICLE IX – DISSOLUTION, LIQUIDATION, AND TERMINATION

  2. 1.Dissolution. The Company shall dissolve, and its affairs shall be wound up, only upon the first to occur of the following:

  3. (1)the unanimous affirmative vote, consent, or agreement of the members of the Company; or

  4. (2)the entry of an order of judicial dissolution of the Company under section 8972 of the Act.

  6. 2.Liquidation and Termination.

  7. (a)Procedure. On dissolution of the Company, the members shall appoint one or more representatives or members as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the members. The steps to be accomplished by the liquidator are as follows:

  8. (1)as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company's assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;

  9. (2)the liquidator shall first pay, satisfy, or discharge from the Company funds all of the debts, liabilities, and obligations of the Company to its creditors (including, without limitation, all expenses incurred in liquidation and any advances described in section 4.03) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine), all in accordance with the provisions of the Act as may be applicable;

  10. (3)after all of the payments required by subsection (2) have been made, any remaining assets of the Company shall be distributed to the members as follows:

  11. (i)the liquidator may sell any or all Company property, including to members, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the members;

  12. (ii)with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the capital accounts of the members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the capital accounts previously would be allocated among the members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and

  13. (iii)after completion of the steps in subsections (i) and (ii), the remaining assets shall be distributed to the members in an amount equal to the credit balance in each of their capital accounts, after giving effect to all contributions, distributions, and allocations for all periods.

  14. (b)Distributions. All distributions in kind to the members under this section shall be made subject to the liability of each distribute for costs, expenses, and liabilities relating to the assets distributed in kind therefore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributes pursuant to this section. The distribution of cash and/or property to a member in accordance with the provisions of this section constitutes a complete return to the member of its capital contributions and a complete distribution to the member of its membership interest in all the Company's property. To the extent that a member returns funds to the Company, it has no claim against any other member for those funds.

  16. 3.Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in the capital account of any member results from or is attributable to deductions and losses of the Company (including non-cash items such as depreciation), or distribution of money pursuant to this Agreement to all members in proportion to their respective percentage interests, upon dissolution of the Company such deficit shall not be an asset of the Company and such members shall not be obligated to contribute such amount to the Company to bring the balance of such member's capital account to zero.

  18. 4.Certificate of Dissolution. On completion of the liquidation of Company assets as provided herein, the Company is terminated, and the members (or such other person or persons as the Act may require or permit) shall file a certificate of dissolution with the Department of State of the Commonwealth of Pennsylvania and take such other actions as may be necessary to terminate the existence of the Company.

ARTICLE X – GENERAL PROVISIONS

  2. 1.Notices.

  3. (a)To the Members. Any notice required to be given to a member under the provisions of this Agreement or by the Act shall be given either personally or by sending a copy thereof:

  4. (1)by first-class or express mail, postage prepaid, or courier service, charges prepaid, to the postal address or street address of the member appearing on the books of the Company. Notice pursuant to this subsection shall be deemed to have been given to the member when deposited in the United States mail or with a courier service for delivery to the member.

  5. (2)by facsimile transmission, e-mail, or other electronic communication to the facsimile number or address for e-mail or other electronic communications supplied by a member to the Company for purpose of notice. Notice pursuant to this subsection shall be deemed to have been given when sent.

  6. (b)To the Company. Any notice to the Company must be given at the principal place of business of the Company. Notice pursuant to this subsection may be given in any manner described in subsection (a), but shall not be deemed to have been given to the Company unless it is actually received at the principal place of business of the Company.

  8. 2.Entire Agreement. This Agreement constitutes the entire agreement among the members and the Company with respect to the subject matter hereof and supersedes all prior agreements, express or implied, oral or written, with respect thereto. The express terms of this Agreement control and supersede any course of performance or usage of trade inconsistent with any of the terms hereof.

  10. 3.Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any person in the performance by that person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that person of the same or any other obligations of that person with respect to the Company. Failure on the part of a person to complain of any act or any person or to declare any person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that person of its rights with respect to that default until the period of the applicable statute of limitations has run.

  12. 4.Amendment. This Agreement or the certificate may be amended from time to time only if the amendment is approved by the unanimous vote, consent, or agreement of all of the members. An amendment to this Agreement must be in writing and shall take effect when executed by all of the members. A revision of Annex A pursuant to section 3.01 of this Agreement shall not be considered an amendment of this Agreement requiring a vote.

  14. 5.Binding Effect and Rights of Third Parties. This Agreement has been adopted to govern the operation of the Company, and shall be binding on and inure to the benefit of the members and their respective heirs, personal representatives, successors, and assigns. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other person, except a person entitled to indemnification, contribution, or advancement of expenses under Article VII. Except and only to the extent provided by applicable statute, no such creditor or other person shall have any rights under this Agreement.

  16. 6.Governing Law. This Agreement shall be governed by and interpreted and enforced in accordance with the substantive laws of the Commonwealth of Pennsylvania (including, without limitation, provisions concerning limitations of actions), without reference to the conflicts of laws rules of that or any other jurisdiction, except that federal laws shall also apply to the extent relevant.

  18. 7.Severability. If any provision of this Agreement or the application thereof to an persona or circumstance is held invalid or unenforceable to any extent, the remainder of the Agreement and the application of that provision to other persons or circumstances shall be affected thereby and that provision shall be enforced to the greatest extent permitted by law.

  20. 8.Arbitration. All disputes arising under this Agreement shall promptly be submitted to arbitration in Pittsburgh, Pennsylvania, before one arbitrator in accordance with the rules of the American Arbitration Association. The arbitrator may assess costs, including counsel fees, in such manner as the arbitrator deems fair and equitable. The award of the arbitrator shall be final and binding upon all parties, and judgment upon the award may be entered in any court of competent jurisdiction.

  22. 9.Construction. Whenever the context requires, the gender of any word used in this Agreement includes the masculine, feminine, or neuter, and the number of any word includes the singular or plural. All references to articles and sections refer to articles and sections of this Agreement, and all references to annexes are to annexes attached hereto, each of which is made a part hereof for all purposes. The headings in this Agreement are for convenience only; they do not forma part of this Agreement and shall not affect its interpretation.

  24. 10.Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. If executed in multiple counterparts, the Agreement shall become binding when any counterpart or counterparts, individually or taken together, bear the signatures of all the members.

IN WITNESS WHEREOF, THE Company and the members have caused this Agreement to be executed as of the day and year first above written.

Members

_____________________________

(Name) (Date)

_____________________________

(Name) (Date)

** ** Company

_____________________________

(Name) (Date)

_____________________________

(Title)

ANNEX A

Date: _________

Member Initial Capital Percentage Interest
Elliott Williams 50%