Exhibit H

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CONFIDENTIAL 

Operating Agreement of 

WYO Tech Investments Group, LLC 

A Wyoming Limited Liability Company 

Effective as of September 1, 2016 

ARTICLE I. 

DEFIN ITION 

THIS Operating Agreement is made and tlntered into effective as of September I, 2016. by 

Danzik Applied Sciences, LLC (Elizabeth J. Danzik, Manager) (collectively. the ·'M ember"), whose 

signatures appear on the signature page hereof. 

WJTNESS THAT: 

Danzik Applied Sciences, LLC Managing Member for WYO Tech Investments Group. LLC (the 

"Company") filed the required documents with the Secretary of State of Wyoming on September l , 20 16, 

and having Wyoming State tile number 2016-000725055 with Federal Employer Identification Number 

81-3 735985 for, for the benefit of all of d1e Patties hereto. 

From the instant of formation until September I. 20 I 6, there has been no Operating Agreement in 

place or in force. 

NOW. THEREFORE. the Members agree as follows: 

A. That the Company on September 2. 20 I 6. has acquired from Danzik Applied Sciences, LLC 

("DAS"). through agreement lhe exclusive worldwide licensing rights of TI1e Danzik Asymmetrical 

Disk/Ring KE Inductance Engine (''Engine .. ), ru1d will perpetually license the design. construction and 

marketing through a Single Corporate Entity ("SCE''), as yet to be named. The SCE shall have the right and 

responsibility to construct sub-license agreements with Special Purpose Entities ("SPE .. ) to rent. lease and 

sell the Engine device developed by Danzik Applied Sciences, LLC. The sole purpose of this Company is 

to own all improvements, license, sub-license, and protect the intellectual property known as the Engine. 

8. The Company shall have no short or long tenn debt, other than to its Members or Managers. and 

only if voted for by a Unanimous vote of all of the Membership. 

C. The SPE(s) will be based on geographical locations. market areas, or by indusLT)' segment. to be 

determined as each SPE is setup 10 operate by lhe SCE. All SPE sub-licenses shall be approved by the 

Company Manager. SPE's may include sub-licenses. if approved by the Company Manager. Any Member 

of this Company may participate in the ownership of any SPE(s) at dteir sole option. 

D. The Company shall grant pem1anen1 exclusive licenses for the Engine. to SPE's, corporations. 

individuals. or joint ventures based on business plans submitted. license offers made. and shall be approved 

at the sole option and discretion of the Manager. which approval shall not be unreasonably withheld. 

E. The Manager shall be DAS, represented by DAS Manager, Elizabeth J Danzik or her assign. and 

her primary duty is the management oflhe Company. 

F. The company shall have an Advisory Board, made up of seven (7) to nine (9) Members, 

nominated and chosen by the Manager. Each Advisory Board Member shall serve a one year term. 

Advisory Board Members may serve multi-year terms at the will oftJ1e Manager. TI1e Advisory Board wiJI 

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assist in developing a) License Agreements, b) developing market area agreements, c) developing industry 

segments agreements, d) making recommendations for approving or denying License Agreements, SubLicensing AgTeements, and other agreementS that affect the value of the Companies Intellectual Property, 

e) making changes 10 thfs Operating Agreement. and f) other duties agreed upon hy the Manager and the 

Advisory Board. 

G. It is agreed that the Member shall begin with Percentage Interests in the Company of 100%. 

Pursuant to separnte agreements approved by the Manager, certain persons, entities. consultants and 

contractors of the Company may have options to acquire voting Membership interests in the Company up 

to 10% in the aggregate, as approved by a unanimous vote of the Member. Each Member's Percentage 

I merest shall be dilured equally and alike if additional cash is brought into the Company hy a new Member. 

H. The Company shall have an initial vah.1atioo of$ S0.000.000.00 (Fifty Million Dollars). 

J. New Members invesring for Membership. or holding options to acquire Membership interests 

shall have voring rights, based on the percentage of Membership owned at the time any vote is held. 

J. The Company cannot be sold without the unanimous vote of its Members. 

K. o Member may be diluted. ("watered down"), once invested, excluding the Managing Member. 

Excluding the Managing Member, no Members percentage of ownership shall be reduced for any reason 

during the Tem1 of this Agreement. 

L. Each Member admitted under this Agreement shall receive founders shares ("original shares") in 

Inductance Energy Corporation. ("IEC''), the SCE, a Wyoming corporation, equal to their holding in the 

Company. As an example. if a Member of the Company holds one percent {1%) Membership in the 

Company. then that person or entity shall receive one percent ( 1%) of IEC. rEC shall be the production 

corporation to be fom;ed no later tJ1an March I 0th • 2017. TEC shall be granted the worldwide, exclusive 

license by the Company 10 design, improve, manufacture, market, advertist:, sell, rent, or lease the Engine 

under the terms of the license agreement granted to lhC by the Company. IEC shall have the right under 

the license to sub-contract the manufacture of certait1 parts and assemblies of the Engine. It is understood 

by the Members of the Company that !EC will be raising substantial equity and debt financing to 

manufacture the Engine and that unlike Membership in the Company. ownership in IEC is subject to 

dilution, 

M. All Members of the Company shall receive a thirty (30) day right of first refusal on any new 

equity offering to be made by IEC under the terms of the licensing agreement to !EC by the Company. 

No Larer than March 17th• Members of the Company shall craft an Option Plan Lhat in each and 

every Member of tJ,e Company can obtain options for common shares in LEC. and tJ1a1 those options shall 

not expire prior lo March 16. 2020. The Option Plan shall also allow the options to be fully transferable by 

each member of the Compan)'. 

0. The Company is entitled to and shall collect a Royalty from IEC. during the rem, of this 

Agreement in the amount of six percent (6%) of the gross revenue (sales) from any source collected by 

IEC, excluding investments in IEC. The Royalty shall be calculated monthly and paid to the Company by 

IEC no later than the I 5th day of the monrh following the month in which the revenue was collected by IEC. 

The Royalty shall be paid out as follows; (I) Fifiy percent (50%) of the Royalty shall be paid to DAS or its 

assigns, and (2) Fifty percent (50%) shall be paid Olli to the other Members in proportion to their ownership 

int.he Company. As an example iflEC pays a monthly Royalty of$ 100,000.00 to the Company; 50% or 

$ 50,000.00 (Fifty Thousand Dollars) would be paid to DA . and the remaining 50% or$ 50,000.00 (Fitly 

Thousand Dollars) would be paid co the other Members of the Company based on their ownership. If a 

Member owned 2% of the Company, (20% of the I 0% offered for sale) rhen that Member ·would own and 

collect 20% of the remaining Royalty. or$ J 0,000.00 (Ten Thousand Dollars) . 

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P. Any and all Royalties. (excluding five percent (211/o) of the monthly total. which shall be held back 

for Company meetings, Jegal fees. and other operating expenses), collected by the Company shall be 

distributed to the Members on the l 5th day following the month collected. As an example, if$ I 00,000.00 

(One Hundred Thousand Dollars) are collected in the month of JlU,e of 2018. lhen $ 9S.000.00 must be 

distributed to the Membership in the form of a Company check no later than July I 5th• 20 J 8. 

l.01 Definitions. The following terms used in this Operating Agreement shall have the 

following meanings: 

(a) 

through 17-29-t 10S. 

(b) 

(c) 

Exhibil C. 

"Act'· shall mean the Wyoming Limited Liability Company Act, WS 17-29-1 O I 

"Approved Business Plan" means the business plan attached as Exhibit B. 

--Approved Operating Budget" means the operating budget atlached as 

(d) ··certificate of Formation" shall mean the Cercificace of Formation of WYO 

TECH INVESTMENTS GROUP, LLC as tiled with the Secretary of State of Wyoming, as amended from 

time to time. 

(e) '·Capital Account" as of any given date shall mean the Capital Contribution 10 

the Company by a Member as adjusted up to such date pursuant to Article 8. 

(t) "Capital Contribution"' shall mean any contribution to the capital of the 

Company in cash or property by a Member whenever made. " Initial Capital Contribution" shall mean 

the Initial Capital Contributions to be made by the Managing Member pursuant to the Approved Business 

Plan. 

(g) - code'' shall mean the Internal Revenue Code of 1986 or corresponding 

provisions of subsequent superseding federal revenue laws. 

(b) "Company'· shall reter to WYO Tech Investment Group. LLC. 

(i) ··Deficit Capital Account" shall mean with respecr to any Member, the deficit 

balance, if any, in such Member's Capital Account as of the end of the taxable year, after giving effect co 

u,e following adjustments: 

( 1) credit to such Capital Account any amount which such Member is 

obligated 10 restore under Section l.704-l(b)(2)(ii){c) of the Treasury Regulations, as well as any 

addition thereto pursuant to the nexl ro last seorence of Sections 1.704-2 (g) (I) and (i) (5) of the 

Treasury Regulations, after taking inro account thereunder any changes during such year in 

parmership minimum gain (as determined in accordance with Seer ion I .704-2(d) of the Treasury 

Regulations) and in the minimum gain attributable to any partner for nonrecourse debt (as 

detennined under Section 1.704-2(i)(3) of the Treasury Regulations); and 

(2) debit to such Capital Accounl the items described in 

Sections l.704-1 {b)(2)(ii) (d)(4), (5) and (6) of the Treasury Regulations. 

This definition of Deficit Capital Account is intended to comply with the provisions of Treasury 

Regulation Sections l.704-1(b)(2)(ii)(d) and 1.704-2, and will be interpreled consistently with 

those provisions. 

U) "Distributable Cash" shall mean all cash, revenues and funds received by the 

Company from Company operations, and less the sum of the following Lo the extent paid or set aside by the 

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Company: (i) all principal and interes1 payments on indebtedness of the Company and all other sums paid 

to lenders; (ii) all cash expenditures incurred in the customary and normal operation of the Company's 

business; (iii) such Reserves as the Manager deem reasonably necessary for the prudent operation of the 

Company's business. 

(k) .. Economic Interest'' shall mean a Member's or Economic !merest Owner's 

share of one or more of the Company's Net Profits, Net Losses and distributions of the Company's assets 

pursuant 10 th is Operating Agreement and the Act, but shall not include any right to participate iJ1 the 

management or affairs of the Company. including. the right to vote on. consent to or otherwise participate 

in any decision of the Member or Manager. 

(I) 

who is not a Member. 

"Economic Interest Owner·· shall mean the owner of an Economic lnteres1 

(m) "Entity" shall mean any general partnership, limited partnership. limited 

liability company, corporation, joint venture, trust, business trust, cooperative, association, forei_l,rn trust or 

foreign business organization. 

(n) "Gifting Member'' shall mean nny Member or Economic lnterest Owner who 

gifts, bequeaths or otherwise transfers for no consideration (by operation of law or otherwise. except with 

respect to bankruptcy) all or any part of its Membership Tnterest or Economic Interest. 

(o) "Intellectual Property" shall mean any foreign or domestic patent. trademark. 

invention. trade secret, process. pattern, drawing, or improvement to the Engine or components related to 

the Engine. 

(p) " Interest Holder" shall mean either a Member holdi11g an Economic Interest or 

an Economic lnccrest Owner. 

(q) "Mi.jority lntere f ' shall 1t1ean one or more Interests of Member which in the 

aggregate exceed fifty percem (50%) of all Percentage LnterestS. 

(r) "Manager•· shall mean Danzik Applied Sciences, LLC and mny include others 

from time 10 rime as determined by the Manager. As used in this Agreement. the phrase "approved by the 

Manager·· and similar phrases means that a particular action or decision requires approval by the 

Manager.". 

(s) "Managing Member'' shall mean Danzik Applied Sciences. or temporary or 

interim Managers from time to time as determined by the Managing Member. 

(1.) '"Member·· shall mean each of the parties who executes a counterpart of this 

Operating Agreement as a Member and each of the parties who may hereafter become Member. To the 

ex'tent a Manager has purchased a Membership Interest in 1he Company. he or she will have all the rights of 

a Member with respect to such Membership Interest, and the tem1 "Member•· as used herein shall include a 

Manager to the extent he, she or it has purchased such Membership Interest in the Company. If a Person is 

a Member immediately prior to the purchase or other acquisition by such Person of an Economic Lnreresr. 

such Person shall have all the rights of a Member with respect to such purchased or otherwise acquil'ed 

Membership Interest or Economic Interest. as 1he case may be. 

(u) "Membership Interest" shall mean a Member"s entire interes1 in the Company 

including such Member's Economic Interest and the right to participate in the management of the business 

and affairs of the Company. including 1he right to vote on, consent to. or otherwise pa11foipa1e in any 

decision or action of or by the Member granted pursuant to this Operating Agr~ement and the Acr. 

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(v) ·· et Profits"' and .. et Losses'' shall mean the income. gain. loss. deductions 

and credi~ of the Company in the aggregate or separately stated. as appropriate, detem1ined in accordance 

with generally accepted accol!nting principles employed under the cash method of accouming at the close 

of each fiscal year on the Company's tax return fi led for federal income tax purposes. 

(w) ··Operating Agreement" shall mean this Operating Agrcemem as originally 

executed and as amended from time to time~ approved by the Manager. 

(x) "Percentage Interest'' shall mean. for any Member, the percentage interest in 

the Company as set forth on Exhibit A. as may be changed from time to rime by the unanimous vote of the 

Managing Member. 

(y} '·Persons·· shall mean any individual or Entity. and the heirs. executors, 

administrators, legal representatives, successors. and assigns of such '·Person" where the context so 

permits. 

(z) .. Reserves .. shall rnean funds set aside or arnout1ts allocated m reserves which 

shall be maintained in amounts approved by the Manager for working capital and ro pay taxes. insurance, 

debt service or other costs or expenses incident 10 the ownership or operation of the Company's business. 

(aa) "Royalty" shall mean the six percent (6%) Royalty thar shall be collected 

monthly from eacb and every licensee of the Company"s technology during the Term of this Agreement. 

(bb) '·Selling Member" shall mean any Interest Holder which sells. assigns, pledges, 

hypothecates or otherwise transfers for consideration all or any portion of its Membership lnrerest or 

Econotl'lic Interest. 

(cc) 

Gifting Member. 

··Transferring Member'' shall collectively mean a Selling Member and a 

(dd) ·'Treasury Regulations" shall include proposed. tcmpornry and final 

regulations promulgated under the Code. 

(ee) "Unanimous Vote" shall mean 100% oftJ1e Membership. 

(ft) ·'Withdrawal Event" shall occur upon the death, retirement.. resignation, 

expulsion. bankruptcy or dissolution of a Member. or 1he occurrence of any other event which tenninates 

the continued Membership of a Member in the Company. 

ARTICLE 2. 

FORMATIO OFCOMPANY 

2.0 I Formation. WYO Tech Investments Group, LLC has been organized as a Wyoming 

Limited Liability Company by executing and delivering a Certificate of Fom1ation to the Wyoming 

Secretary of State in accordance with and pursuant to the Act. 

2.02 Name. The name of the Company is WYO rech Investments Group. LLC. The name of 

the Company may be changed at any time as approved by the Manager. 

2.03 Principal Place of Business and Secondary Place of Business. The principal place of 

business of the Company within the State of Wyoming shall be 11 08 14111 Street Cody. Wyoming 824 14. 

The Company may locate its places of business and registered office at any other place or places as the 

Manager may deem advisable. 

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The Secondary Place of Business shall be 7900 East Greenway Road, Suite I 03. Scottsdale. Arizona 

85260. 

2.04 Registered Office and Registered AQ.ent. The Company ·s initial registered office in the 

State of Wyoming shall be at the office ofits registered agent at 412 N Main. Suite 100. Buffalo. Wyoming 

82834, and the name of its initial registered agent shall be Registered Agents. Inc. The registered office 

and registered agent may be changed by filing the address of the new registered office and/or the name of 

the new registered agent with the Wyoming Secretary of State pursuant to the Act. 

2.05 Tenn. The term of the Company shall be from eptember I, 2016 to August 31. 2116. 

unless the Company is earlier dissolved by the Manager. or in accordance with either the provisions of this 

Operaring Agreement or the Act. The Term can be extended to any length of time by a unanimous vote of 

the Members. 

2.06 Investment Purposes. Each Member represents that they, he. she or it is acquiring its. his 

or her Member's Interest in the Company for its, his or her own account as an investment and without an 

intent to distribute such Interest. The parties acknowledge that Member' lnteresrs in the Company, to the 

extent considered t.O be securitfos. have not been registered under the Securities Act of I 933 or any state 

securities laws, and may not be djsposed of by any Member wiU1C1ut appropriate regisrration or rhe 

availability of an exemption from such requirement. 

ARTICLE 3. 

BUSINE OF COMPANY 

3.0 I To acquire. hold and protect intellectuul property ronceming the Engine as well as 

patents, and continuations in part that may arise in the future, Also. any lawful business whatsoever. or 

which shall at any time appear conducive ro or expedient for the protection or benefit of the Company and 

its assets. 

Operation of the Company shall be conducted in accordance with the Approved Business Plan. the 

Approved Operating Budget which shall be drafted and put in place with the approval of the Majority of 

the Advisory Board no later than June I, 2017 and such decisions as are made from time to time by the 

Manager, Advisory Board and/or the Members. as provided in rhis Operating Agreement 

ARTICLE 4. 

AME AND ADORE SES OF MANAGING MEMBER 

The names and addresses of the Member are as follows: 

I. Danzik Applied Sciences, LLC 1108 1411' Street, Cody, Wyoming 82414 

ARTICLE S. 

RIGHT AND DUTJE OF MA AGER 

5.0 I Management. The business and affairs of the Company shall be managed by its 

Manager. The Manager shall direct. manage and control the business of the Company. The unanimous 

npproval of the Manager is required for the following; I ) to amend this Operating Agreement. with the 

Unanimous Vote of all of the Members. 1) addition of any new Member. 3) continuance of this Operating 

Agreement past August 3 1. 21 16. o debt shall be co11tracted or liability incurred by or on behalf of the 

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Company except as provided herein and approved by Unanimous Vote. Except for situations ir1 which the 

Unanimous Vote or approval by a Majority Interest is expressly required by this Operating Agreement or 

by non-waivable provisions of the Act, the Manager shall have full and complete authority, power and 

discretion to manage and control the business, affairs and properties of the Company, to make all decisions 

regarding those matters and to perforn, any and all other acts or activities customary or incident to the 

management of the Company's business. AL all times there shall be a Manager. The Manager may take 

any action pennitted to be taken by U1e Manager or when approval by the Manager is expre~sly required 

pursuant to this Operating Agreement or the Act. Without limiting the generality of the foregoing, 

Manager must approve and shall have power and authority, on behalf of the Company with the Unanimou~ 

Vote to: 

(a) To acquire propert) from any Person as the Manager may determine, whether or 

not such Person is directly or indirectly affiliated or connecred with any Manager or Member: 

(b) To purchase liability and other insurance to protect the Company' s property and 

business: 

(c) To hold and own Company real and personal properties in lhe name of lhe 

Company: 

(d) To invest Company funds in time deposits, short-term governmental obligations. 

commercial paper or other investments; 

The Manager shall have the right and authority 10 act without a vote to; 

(e) To execute on behalf of the Company all instruments and documents. including, 

without limitation, checks: bank wires: travel expenses; publish financial statements: documenls providing 

for the acquisition, mortgage or disposition of the Company's property: assignments, bills of sale: leases; 

and any other instruments or documents necessary to the business of the Company: 

(f) To employ accountants. legal counsel. managing agents or other experts to 

perform services for the Company: 

(g) To enter into any and all other agreemems on behalf of the Company, excluding 

debt of any kind whatsoever, in such forn,s as the Manager may approve: and 

(h) To do and perform all other acts as may be necessary or appropriate to the 

conduct of the Company's business. 

5.02 Number. Tenure and Qualifications. The Company shall initially have one (I) Manager, 

as set forth on Exhibit A. Manager shall continue to qualify as a Manager for so long as ilie Managiog 

Member corresponding ro such Manager remains eligible to vote on maners properly before the 

Membership. 

5.03 Certain Powers of Manager. The fol lowing actions of the Manager shall require a 

Unanimous Vote of the Members: 

(a) To borrow nwne)' for the Company. from Members. The Manager may not 

borrow from banks. other lending institutions. 

(b) The Manager. Member. or affiliates of the Manager or Member is forbidden, to 

hypothecale, encumber and ~'Tant security interests in the assets of the Company to secure repayment of the 

borrowed sums or: 

(b) To sell or otherwise dispose of any assets of the Company. including any 

Intellectual Property, specifically the Engine, as pan of a single transaction or plan: and 

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(c) To set and pay the alaries and other compensation of the Manager, and any 

other employee of 1he Company. o Manager shall receive a salary or other compensa1ion, other than day 

to day business operation expense reimbursements. 

5.04 Unless authorized to do so by this Operating Agreement or by the Manager of the 

Company, 110 attorney-in-fact. employee or other agent of the Company shall have any power or authority 

to bind the Company in any way, to pledge its credit or to render it liable for nuy purpose. No Member 

shall have any power or authority to bi11d the Company unless the Member has been authorized by the 

Manager 10 act as an agent of the Company in accordance with the previous sentence. 

5.05 Liability for Certain Acts. Manager shall perform his, her or its duties as Manager in 

good faith, in a manner he, she or it reasonably believes to be in the best interests of the Company, and wirh 

such care as an ordinarily prudent person in a like position would use under similar circumstances. A 

Manager shall not be liable to the Company or to any Member for any loss or damage sustained b)' the 

Company or any Member, unless the loss or damage shall have been the result of fraud. deceit, gross 

negligence. willful misconduct or a wrongful taking by the Manager. 

5.06 Mcrnagcr Haye No Exclusive Duty to Companv. The Manager shall not be required to 

manage the Company as their ~ole and exclusive functions and they may have other business i111erests and 

engage in activities in addition to those relating to the Company. Neither the Company nor any Member 

shall have any right, by virtue of this Operating Agreement. to share or participate in such other 

investments or activities of the Manager or to the income or proceeds derived therefrom, 

5.07 Bani,. Accounts. The Manager must approve and may from time to time open bank 

accounts in the name of rhe Company. The Manager shall be the sole signatory(ics} lhercon, unh:ss a 

Majority lnrerest determines otherwise. 

5.08 l.ndcmnity of the Manager. Employees and Other Agents. Provided that Member o>~ing 

a Majority Interest approve. the Company shall. to the maximum extent permitted under the Act. indemnify 

all of the Manager. Member. employees and other agents. 

5.09 Resignation. Any Manager of the Company may resign at any time by giving written 

notice to the Member of the Company. The resignation of any Manager shall take effect upon receipt of 

norice thereof or at such later date specified in such notice~ and, unless otherv,ise specified therein. the 

acceptance of such resignation shall not be necessary to make it effective. 

ARTICLE 6. 

RIGHTS AND OBLICATIO S Of M EMBER 

6.0 I Limitation of Liabilirv. Each Member's li.1bil11y shall be limited as set forth in this 

Operating Agreement, the Acl and other applicable law. 

6.02 Company Debt Liabilitv. A Member will not be personally liable for any debts or losses 

of the Company beyond his or her respective Capital Contributions and any obligation of the Member 

under Sections 8.0 I and 8.02 to make Capital Contributions. except as provided in Section 6.07 or as 

otherwise required by law. 

6.03 List of Member. Upon I.he written request of an} Member. the Manager shall provide a 

list showing the names. addresses and Membership Interests and Economic Interests of all Members. 

Members herein agree to keep Members names. addresses and other contact infonnation confidenrial and 

shall not disclose Member information to any third party unless ordered 10 do so by a coun of competent 

jurisdiction. 

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6.04 Company Books. The Manager shall maintain and preserve. dw·ing the term of the 

Company. the accounts, books, and other relevant Company docwnencs described in Section 9.09. Upon 

reasonable written request, each Member and Economic Interest Owner shall have the right. at a 'time 

during ordinary business hours. as reasonably determined by the Manager(s). to inspect and copy, at the 

requesting Interest Holder's expense. the Company documents identified in eclion 18-305 of the Act. and 

such other documenrs which the manager, in his or her discretion, deems appropriate. 

6.05 Priority and Return of Capital. Except as may be expressly provided in Article 9. no 

lnrerest Holdt:r shall have priority over any other Interest Holder. either as to the return of Capital 

Contributions or as to Nee Profits, Net Losses or distributions: provided that this Section shall not apply to 

loans which a Member has made to the Company. 

6.06 Liabilitv of a Member to the Company. A Member who receives a distriburion or the 

1·otum in whole or in part of its Capital Contributions is liable to the Company only lo the extent provided 

by the Act. 

ARTICLE 7. 

MEETINGS OF MEMBER 

7.0 I Meetin!'!S. Meetings of 1he Member. for any purpose or purposes. may be called by any 

Manager or by any Member or Member holding at leaSt 60% of the Percentage Interests. 

7.02 Place of Meetings. The Majority Interest may designate any place, within Lhe Staie of 

Wyoming, State of Arizona or other location as the place of meeting for any meeting of the Membership. 

If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the 

principal place of business of the Company in the State of Wyoming. 

7.03 Notice of Meetings. Except as provided in Section 7.04, written notice stating the place. 

day and hour of the meeting and the purpose or purposes for which the meeting is called shall be delivered 

not less than five (5) nor more tha11 ten ( I 0) days before the date of the meeting, either personally or by 

mail. or by email l>y or at the direction of the Manager or Member or Member calling the meeting, to each 

Member entitled to vote at such meeting. If mailed. such notice shall be deemed to be delivered two (2) 

calendar days after being deposited in the United States mail. addressed to the Member ut its address as it 

uppeurs on the books of the Company. with postage thereon prepaid. 

7.04 Meeting of All Member. If all of the Member shall meet at any time and place, either 

within or outside of the State of Wyoming, and consent to the holding of a meeting at such time and place, 

such meeting shall be valid without call or notice, and UL such meeting lawful action may be taken. 

7.05 Record Date. For the purpose of derem1ining Member entitled to notice of or to vote at 

an~ meeting of Member or any adjournment thereof. or Member entitled to receive payment of any 

distribution, or in order 10 make a detenn inacion of Member for any other purpose, the date on which notice 

of the meeting is mailed or the date on which ll1e resolmion declaring such distribution is adopted, as the 

case may be. shall be the record date for such determination of Member. When a detennination of Member 

entitled to vote at any meeting of Member has been made as provided n this Section. such determination 

shall apply to any adjournment thereof. 

7,06 Ouorwn. Member holding seventy-five percent (75%) of all Percentage Interests in tJ1e 

Company, represented in person or by proxy, shaU constitute a quorum at any meeting of Member. 

Members may participate in any Membership meeting by telephone, teleconference. or video conference. 

In the absence of a quorum at any such meeting. a majority of the Percentage Interests so represented may 

adjourn the meeting from time to time for a period not to exceed sixty (60) days without further noLice. 

However. if the adjournment is for more than sixty (60) days, or if after the adjournment a new record date 

is fixed for the adjourned meeting. a notice of the adjourned meeling shall be given to each Member of 

record entitled to vote 111 the meeting. At such adjourned meeting at which a quorum shall be presem or 

represented, any business may be transacted which might have been transacted at the meetfog as originally 

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noticed. The Member present at a duly organized meeting may continue to transact business until 

adjournment, notwithstanding the withdrawal during such meeting of that number of Percentage Interests 

whose absence would cause loss of a quorum. 

7.07 Manner of Acting. If a quorum is present, the affim1ative vote of Member holding a 

M!liority Interest shall be Lhe act of the Member, unless the vote of a greater or lesser proportion or number 

is otherwise requirl!d by the Act. by Lhe Certificate of Forn1ation. or by the Operating Agreement. Unless 

otherwise expressly provided herein or required under applicable law. only Member who have a 

Membership Interest may vote or consent upon any matter and their vote or consent, as the case may be. 

shall be counted in the deten11ination of whether the maner was approved by the Member. 

7 .08 Proxies. At all meetings of Member, a Member ma)' vote in ptm,on or by pr0X) executed 

in writing by the Member or by a duly authorized artorney-in-fac1. Such proxy shall be tiled with the 

Manager of the Company before or at the time of the meeting. No prox} shall be valid after eleven months 

rrom the date of its execution. unless otherwise provided in the proxy. 

7.09 Action by Member Without a Meeting. Action required or pcn11itled to be taken at a 

meeting of Member may be taken without a meeting if the action is evidenced by one or more written 

consents describing the action taken, signed by each Member entitled to vote and delivered 10 the Manager 

of the Company for inclusion in the minutes or for filing with the Company records. Action taken under 

this Section is effective when all Member entitled to vote have signed the consent. unless the consent 

specifies a different effective date. 

7.10 Waiver of Notice. When any notice is required to be given to any Member. a waiver 

thereof in 1.vriting signed by the person entitled to such notice. whether before. at, or after the time stated 

therein. shall be equivalent to the giving of such notice. 

7.l l Telephonic Meetings. A Member may participate in a meeting of Member b)' means of 

conference telephone or similar communications equipment enabling all Member participating in 1he 

meeting to hear one another. Panicipation in a meeting pursuant to this section shall constiture presence in 

person at such meeting. 

ARTICLE 8. 

CONTRIBUTION TO THE COMPANY AND CAPITAL ACCOUNT . 

8.0 I Member' Capital Contributions. As and when reques1cd by the Manager. each Member 

shall contribute up to such amount as is set forth in Exhibit A hereto as its share of the Initial Capital 

Contribution. 

8.02 

Contributions. 

Additional Contribulions. A Member shall not be required to make additional Capital 

8.03 Capital Accounts. 

(a) A separate Capital Account will be maintained for each Member. Each 

Member's Capital Account will be increased by (I) the amount of money contributed by such Member to 

the Company; (2) the fair market value of property contributed by such Member to the Company (net of 

liabilities secured by such contributed property that the Company is considered to assume or take subject 10 

under Code Section 752): (3) allocations to such Member of Net Profits and Net Losses; and (4) alloca1ions 

to such Member of income described in Code Section 705(a)( I )(8). Each Member's Capital Account will 

be decreased by (I) the amount of money distributed to such Member by the Company; (1) the fair market 

vaJue of property distributed to such Member by the Company (net of liabilities secured by such distributed 

property that st1ch Member is considered to assume or take subject to under Code Section 752): 

(3) allocations to such Member of expenditures described in Code Section 705(a)(2)(8); and (4) allocations 

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to the account of such Member of Company lo:.s and deduction as set forth in such Regulations, taking into 

account adjustments to retlect book value. 

(b) In the event of a permitted sale or exchange of a Membership Interest or an 

Economic Interest in the Company, the Capital Account of the transferor shall become lhe Capital Account 

of the rransferee lo the extl'nt it relates to the transferred Membership Interest or Economic Interest in 

accordance with Section I .704• l(b)(2)(iv) of the Treasury Regulations. 

(c) The manner in which Capital Accounts are to be maintained pursuant 10 this 

Section 8.03 is intended to comply with the requirements of Code Section 704(b) and the Treasury 

Regulations promulgated thereunder. If the Company determines that th!! manner in which Capital 

Accounts are to be maintained pursuant to the preceding provisions of1bis Section 8.03 should be modified 

in order to comply with Code Section 704(b) and the Treasury Regulations, then notwithstanding anything 

to the contrary contained in the preceding provisions of this Section 8.03, the method in which Capitnl 

Accounts are maintained shall be so modified: provided, however, that any change in the manner of 

maintaining Capital Accounts shall not materially alter the economic agreement between or among the 

Member as set forth in the Operating Agreement. 

(d) Upon liquidation of the Company (or any Member's Membership Interest or 

Economic [nterest Owner's Economic Interest}, liquidating distributions will be made in accordance with 

the positive Capital Account balances of 1he Member and Economic Interest Owners, as detennined after 

taking into accounr all Capital Accolllll adjustments for the Company's ta.~able year during whicb the 

liquidation occurs. Liquidation proceeds will be paid within sixty (60) days of the end of the taxable year 

(or. if later, within one hundred twenty (20) days after the date of the liquidation). The Company may 

offset damages for breach of this Operating Agreement by an Interest Holder whose interest is liquidated 

(either upon the withdrawal of the Member or the liquidation of the Company) against the amount 

otherwise distributable to such Member. 

(e) Except as otherwise required in the Act (and subject to Sections 8.01 and &.02). 

no Interest Holder shall have any liability to restore all or any portion of a deficit balance in such Interest 

Holder's Capital Account. 

8.04 Withdrawal or Reduction of Member' Contributions 10 Capital: 

(a) A Member shall not receive out of the Company" s property any part of its 

Capital Contribution unril all liabilities of the Company, except liabilities lo Member on account of their 

Capital Contributions, have been paid or there remains property of the Company sufficient to pay them. 

(b} A Member, irrespective of the nanire of its Capital Contribution. has only the 

right 10 demand and receive cash in return for its Capital Contribution and the Member's right to it p011ion 

ofthe Royalty. 

ARTICLE 9. 

ALLOCA TIO S, 1 COMET AX, 0ISTRIBUTIO S, ELECTJO AND REPORTS 

9.01 Allocations of Profits and Losses from Operations. The et Profits and Net Losses of the 

Company for each fiscal year will be allocated as follows: 

a) A !located according to the Royalty agreements as described herein. 

b) Allocated according to the Percenwge Interest of each Member. 

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9.02 Special Allocations to Capital Accounts. Notwirhstanding Sectiorl 9.01 hereof: 

(a) No allocation~ of loss, deduction and/or expenditures described in Code 

Section 705(a)(2)(8) shall be charged to the Cap it.al Account or any Member if such allocation would cause 

such Member to have a Deficit Capital Account. The amount or the loss. deduction and/or Code 

Section 705(a)(2)(8) expendin1re which would have caused a Member to have a Deficit Capital Account 

shall instead be charged to the Capital Account of any Member which would not have a Deficit Capital 

Account as a result of the allocation. in proportion 10 their respective Capital Contributions. or. if no such 

Member exis~ then to lhe Member in accordance with their interests in Company profits pursuant to 

Section 9.0 I. 

(b) In the event any Member unexpectedly receives any adjustments. allocations, or 

distributions described in Sections 1.704-1 (b)(2)(ii)(d)(4). (5). (6) of the Treasury Regulations. which 

create or increase a Deficit Capital Account of such Member. then items of Company income and gain 

(consisting of a pro rata portion of each item of Company income. including gross income. and gain for 

such year and. if necessary. for subsequent years) shall be specially credited to the Capital Account of such 

Member in an amount a11d manner sufficient to eliminate, to the extent required by the Treasury 

Regulations. the Deficit Capital Account so created as quickly as possible. It is the intent that this 

Section 9.02{b) be interpreted to comply with the alternate test for economic effect set forth in 

Section l.704-1 (b) (2) (ii) (d) of the Treasur) Regulations. 

(c) In lhe event any Member would have a Deficit Capital Account at the end of any 

Company taxable year which is in excess of the sum or any amount that such Member is obligated to 

restore to the Company under Treasury Regulations Section l.704-l(b)(2)(ii)(c) and such Member's share 

of minimum gain as defined in Section I .704-2(g)( I) of the Treasury Regulations (which is also treated as 

an obligation to reStore in accordance with Section 1,704-1 (b)(2)(ii)(d) of the Treasury Regulations), lhe 

Capiral Accounc of such Member shall be specially credited with ilems of Membership income (including, 

gross income) and gain in the amount of such excess as quickly as possible. 

(d) Notwithstanding any other provision of thi.s Section 9.02, if there is a net 

decrease in the Company's minimum gain as defined in Treasury Regulation Section L704-2(d) during a 

taxable year of the Company. then. the Capital Account of each Member shall be allocated items of income 

(including gross income) and gain for such year (and if necessary for subsequent years) equal to that 

Member's share of the net decrease in Company minimum gain. rl1is Section 9.02(d) is intended to 

comply witih the minimum gain charge back requirement of Section 1.704-2 of the Treasury Regulations 

and shall be interpreted consistently therewith. If in any taxable year that the Company has a net decrease 

in the Company's minimum gain. and 1he minimum gain charge back requirement would cause a distortion 

in the economic arrangement among the Member and it is not expected that rhe Company will have 

sufficient other income to correct that distonion, the Manager may in their discretion (and shall. if 

requested to do so by a Member) seek 10 have the Internal Revenue ervice waive the minimum gain 

charge back requirement in accordance with Treasury Regulation Section 1.704-2(0(4). 

(e) Items of Company loss, deduction and expenditures described in Code 

ection 705(a)(2)(8) which are atrributable to any nonrecoursc: debt of the Company and are characterized 

as partner (Member} nonrecourse deductions under Section l .704-2(i) of U1e Treasury Regulations shall be 

allocated to the Member' Capital Accounts in accordance with Section l.704-2(i) of the Treasury 

Regulations. 

(I) Beginning in the firs1 taxable year in which rhere are allocations of .. nonrecourse 

deductions .. (as described in Section l.704-2(b) of 1he Treasury Regulations) such deducrions shall be 

allocated co Lhe Member in accordance wi1h, and as a pan of, the allocations of Company profit or loss for 

such period. 

(g) In accorda11ce with Code Section 704(c)( I )(A) and Section 704· I (bX2)(i)(iv) of 

the Treasury Regulations, if a member contributes property with a fair market value that differs from its 

adjusted basis at the 1ime of contribution, income, gain, loss and deductions with respect to the property 

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shall. solely for federal income tax purposes. be allocated among the Member so as to rake account of any 

variation between the adjusted basis of such property to the Company and its fair market value at the lime 

of contribution. 

(h) Pursuant to Code Section 704(c)( I XB), if any contributed property is distributed 

b)' the Company other than to the contributing Member within five years of being contributed. then, except 

as provided in Code Section 704(c)(2). the conrributing Member shall be treated as recognizing gain or loss 

from the sa le of such property in an amount equal to the gain or loss that would have been allocated to such 

Member under Code Section 704(cXl)(A) if the property had been sold at its fair market value at the time 

of the distribution. 

(i) ln the case of any distribution by the Company to an lntercst Holder. such 

Interest Holder shall be treated as recognizing gain in an amount equal to the lesser of: 

(I) the excess ( if any) of (A) the fair market value of the property (otl1er 

than money) received in the distribution over (B) the adjusted basis of such Member's Membership lnteresl 

or Economic Interest Owner's Economic Interest in the Company irnme-0iately before the distribution 

reduced (but not below zero) b)' the amount of money received in the distribution, or 

(2) the Net Precontribution Gain (as defined in Code Section 737(b)) of the 

Interest Holder. The Net Precontribution Gain means the net gain (if any) which would have been 

recognized by U1c distributee Interest Holder under Code Section 704(c)( I )(B) of all property which (a) had 

been contributed to the Company within five years of the distribution. and (b) is held by the Company 

immediately before the distribution, if such property had been distributed by the Compauy 10 anotl1er 

J.nterest Holder. If any ponion of the property distributed consists of property which had been contribu1ed 

by the distributee Interest Holder to the Company. then such property shall not be taken into account under 

this Section 9.02(i) and shall not be taken into account in determining the amount of the Net 

Precontribution Gain. If the property distributed consists ofan interest in an entity. the preceding sentence 

shall not apply to the extent that the value of such interest is attributable to the property contributed ro such 

entity after such interest had been contributed to the Company, 

U) In connection with a Capital Contribution of money or other property (other than 

a de minimis amount) by a new or existing Interest Holder as consideration for an Economic lnteresr or 

Membership Interest, or in connection with the liquidation of 1he Company or a distribution of money or 

other property (other than a de minimis amount) by 1he Company to a retiring Interest Holder (as 

consideration for an Economic Interest or Membership Interest), the Capital Account-s of the Member shall 

be adjusted to renect a revaluation of Company property (including intangible assets) in accordance with 

Treasury Regulation Section l.704-l(b)(2)(iv)(f). If. under Section 1.704-1 (b)(2)(iv)(I) of the Treasury 

Regulations, Company property U1at has been revalued is properly reflected in the Capital Accounts and on 

the books of tlle Company at a book val111e that differs from the adjusted tax basis of such property, rhcn 

depreciation. depletion, amortization and gain or loss with respect to such property shall be shared among 

the Member in a manner that takes account of the variation between the adjusted rax basis of such property 

and its book value, in the same manner as variations between the adjusted tax basis and fair market value of 

prnpeny comribuced to the Company are taken into account in determining the Member· shores of tax items 

under Code Section 704(c). 

(k) All recapture of income tax deductions resulting from the sale or disposition of 

Company property shall be allocated to the Member or Member to whom the deduction that gave rise to 

such recapture was allocated hereunder to the extent that !>uch Member is allocated any gain from the sale 

or other disposition of such property. 

(I) Any credit or charge to the Capital Accol!nts of the Member pursuam 10 

Sections 9.02(b), (c), and/or (d), hereof shall be take.n into account in computing subsequent allocations of 

profits and losses pursuanc 10 Section 9.01. so that rhe net amount of any items charged or credited to 

Capital Accounts pursuant to Sections 9.01 and 9.02 shall to the extent possible. be equal to the net amount 

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that would have been allocated to the Capital Accoum of each Member pursuant LO the provisions of this 

Article 9 if the special allocations required by Sections 9.02(b). (c), and/or (d), had not occurred. 

9.03 Distributions. Except as provided in Section 8.03(dl. a Member has no right to demand 

and receive any distribution in a form other than cash. All distributions of cash or 01her property shall be 

made ro the Member pro rata. first. in proportion to their imerests in et Profits and Net Losses under 

Section 9.01, and second in proportion to the respective Percentage Interests of the Member, on the record 

date of such distribution. Except as provided in Section 9.04, all distributions of Distributable Cash and 

property shall be made at such time as determined by the Manager. All amounts withheld pursuant to the 

Code or any provisions of state or local tax law with respect 10 any payment or distribution to the Member 

from the Company shall be treated as amounts distributed to the relevant Member or Member pursuant to 

this Section 9.03. 

9.04 Limitation upon Distributions. 

(a) No distributio11s or retum of contributions shall be made and paid if. after the 

distribution or return of distribution .is made either 

Cl) the Company would be insolvent based on cash basis accounting: 01· 

(2) the net assets of the Company would be less than zero based on cash 

basis accouinting. 

(b) A determination approved by the Manager that a disn·Jbution or return of 

contribution may be made under Section 9.04(a) in good faith reliance upon a balance sheet and profit and 

loss statement of the Company represented to be co1Tec1 by the person having charge of its books of 

accoum or cenified by an independent public or cenilied public accountant or lirm of accountants Lo fairl) 

reflect the financial conditi011 of the Compan}•. 

9.05 Accounting Principles. nte profits and losses of the Company shall be determined in 

accordance with general!} accepted accounting principles applied on a consistent basis using the cash 

method of accounting. 

9.06 Interest on and Retum of Capital Contributions. No member shall be e01itled 10 interest 

on its Capital Contribution or ro return ofits Capiral Contribution. 

9.07 Loans to Company. Nothing i11 this Operating Agreement shall prevent an} Member 

from making secured or unsecured loans to the Company by agreement with the Company. Such loans 

shall bear interest al the prime rate in effect fl-om time 10 rime plus one percent. 

9.08 

("Fiscal Year"). 

Accounting Period. The Company's accounting period shall be the calendar year 

9.09 Records, Audits and Reports. At the expense of the Company. the Manager shnll 

maintain records and accounts of the operations and expenditures of the Company. AL a minimum the 

Company shall keep at its principal plact: of business the following records: 

(a) A current list of the full name and last known address of each Member and 

Economic Interest Owner setting forth the amount of cash each Member and Economic Interest Owner has 

contributed. a description and statemem of the agreed value of the other propeny or services each Member 

and Economic Interest Owner has contributed or has agreed to contribute in the future, and lhe date on 

which each became an Interest Holder; 

(b) A copy of lhe Certificate of Fom1ation of the Company and all amendments 

thereto, tog.ether with executed copies of any powers of allorney pursuant to which any amendmem has 

been executed~ 

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(c) Copies of the Compnny·s fedrral, stale. and local income tax returns and reports, 

if any, for the eighl (8) most recent years: 

(d) Copies of the Company's currently effective written Operating Agreement. and 

copies ofan) financ ial statements of the Company for the three most recent years: 

(e) Minutes of every Member' meeting; 

(f) Any written consents obtained from Member for actions taken by Member 

withoUL a meeting: and 

(g) Unless contained in the Certificate of Fo1111ation. the Approved Business Plan. 

the Approved Operating Budget. or elsewhere in this Operating Agreement. a writing prepared by the 

Manager setting out the following: 

(I) The times at which or events on the !happening of which any additional 

Capital Contributions agreed to be made by each Member and Economic .Interest Owner are to be made. 

(2) Any right of an Interest Holder to receive distributions that include a 

return of all or any part of the Interest Holder's contributions. 

(3) Any power of an Interest Holder to grant the right to become an 

assignee of any pan of the I merest Holder's interest. uncl the terms and conditions of the power. 

9.10 Returns and other Elections. The Manager shall cause the preparation aod timely filing 

of al l tax returns required to be tiled by th..:: Company pursuant 10 the Code and all oLher tax returns deemed 

necessary and required in each jurisdiction in which the Company does business. Copie$ of such returns, or 

pertinent in formation therefrom. sball be furnished to the Member within a reasonable time after the end of 

the Company's fiscal year upon the Member' written request. All elections permfrted to be made b)' the 

Company under federal or srate laws shall be made by rhe Manager in their sole discretion. provided that 

the Manager shall make any tax election requested by Member owning a Majority Interest. 

9.11 Tax Matters Panner. OAS is designated the "Tax Matters Partner· (as defined in Code 

Section 623 1 ). and is authorized and required to represent the Company (at the Company's expense) in 

connection with all examjnations of Lhe Company's affairs by tax authorities, including. without limitation, 

administrative and judicial proceedings, ro1d to expend Company funds for professional services and costs 

associated I herewith. The Member agree to cooperate with each other and 10 do or refrain from doing any 

and aJI things reasonably required to conduct such proceedings. 

ARTICLE 10. 

TRAN FERABILITY 

10.01 General. Except as otherwise specitically provided herein, any Interest Holder of any 

Membership. shall have the right, as to all or any part of its Membership Interest or Economic Interest at 

any time to; 

(a) sell, assign. pledge, hypothecate. transfer. exchange or otherwise transfer for 

consideration, (collectively, "sell"): or 

(b) gin, bequeath or otherwise transfor for no consideration (whether or 1101 by 

operation of law. except in the case of bankruptcy). 

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10.02 Sale bv 10% or Less Holder. Any Member holding a total of 10% or less of the total 

Membership may sell any portion or all of their Membership Interest with a thirty (30) day written notice to 

the Manager. 

(a) Any prospective new Member purchasing l 0% or less of the total Membership must 

agree in writing without qualification, (3) three days in advance of any purchase. that they or their entity 

will agree to the terms and conditions of this Operating AgreemenL, or the then current Operating 

Agreemem of the Company, without modification or change on the day the Membership Interest is made 

and before the Membership Interest in the Company is transferred from the current Member to the new 

Member or Members. 

I 0.03 Ri!!ht of First Refusal. 

(a) If a selling Member desin.:s to sell all or any portion of its Membership lnrerest 

or Economic Interest in the Company to a third party purchaser. the selling Member shall obtain from such 

third pa11y purchaser a bona fide written offer to purchase such interest. stating the terms and conditions 

upon which the purchase is to be made and the consideration offered. The selling Member shall give 

writ1en notification ro the remaining Member (s), by certified mail or personal delivery, of its intention to 

so transfer such interest, furnishing co the remaining Member a copy of the wrinen offer 10 purchase such 

interest. and the name and business and personal addresses of the proposed transferee. 

(b) Primary Option to Purchase. Within thirty-live (35) days of the receipt of the 

notice of intention to transrer a Percentage Interest by the last of the Member(s) to receive such notice. eacb 

remaining Member may exercise an option to purchase that proportion of the Percentage Interest proposed 

to be transferred which equals the proportion which the Percentage fnterest owned by such remaining 

Member at the time of his or her receipt of the notice is of the total of the Percentnge lnterest~ then owned 

by all rhe remaining Member. The purchase option granted in this paragraph is herein referred to as the 

"Primary Option:· 

(c) Secondarv Oprion 10 Purchase. lfa Member fails to exercise a Primary Option 

granted to him or her to purchase the Percentage Interest proposed to be transferred. each remaining 

Member who is granted and who exercises a Primary Option may, within ten ( I 0) days after the expiration 

of the 35-day option period provided for above, exercise an option to purchase the Percentage Interest with 

respect to which such Member has fa iled to exercise his or her Primary Option (hereinafter the ··Option 

Interest'·). In the case of a single remaining Member. his or her option shall be to purchase all of the 

Option Interest. In the case of two or more remaining Member, e-ach such remaining Member's option 

shall be to purchase the portion of Option Interest which bears the same proportion to the total Oprion 

Interest as the Percentage Interest owned by each such remaining Member at the time of receipc of the 

notice provided for above bears to the total Percentage Interest lhen owned by all such remaining Member; 

provided that all such remaining Member may, by agreement among themselves. determine the proportions 

in which some or all of their number may exercise the option granted in this paragraph. The purchase 

option granted by this paragraph is referred to as the ·· econdary Option:· 

(d) In the event tJ1e remaining Member (or any one or more of the rema111mg 

Member) give wriuen notice to the selling Member of their desire 10 exercise this right of first refusal and 

to purchase all of the selling Member's interest in the Company which the selling Member desires to sell 

upon the same terms and conditions as are stated in IJ1e aforesaid written offer to purchase. the remaining 

Member shall have the right to designate the time. date and place of closing. provided that the date of 

closing shall be within sixry (60) days after written notification 10 the Selling Member of the remaining 

Member or Member' election 10 exercise their right of the first refusal. 

(c) As a condition 10 the Company recognizing the effectiveness of either the 

purchase of the Selling Member·s interest in the Company by a third party purchaser or the gift of an 

interest in the Company (including an Economic Interest), (subject lo Section I 0.03) substiturion of a new 

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Member, rhe remaining Member may require the Selling Member. Giftlng Member or the proposed 

purchaser, or successor-in-interest, as the case may be, to execure. acknowledge and deliver 10 the 

remaining Member such instruments of transfer, assignment and assumption and such other certificates. 

representations and documents. and to perform ull such other acts which lhe remaining Member may deem 

necessary or desirable to: 

(1) verify the purchase, gift or transfer, as the case may be: 

(2) confirm that the person desiring 10 acquire an interest in the Company, 

or to be admitted as a Member. has accepted. assumed and agreed to be subject and bound by all of the 

tem1s, obligations and conditions of the Operating Agreement {whether such Person is lo be admitted as a 

new Member or an Economic Interest Owner); 

(3) maintain the status of the Company as a partnership for federal tax 

purposes; and 

(4) 

securities laws and regulations. 

assure compliance with any applicable state and federal law:. including 

(f) Any sale or gift ofa Membership fnlerest or Economic Interest or admission ofa 

Member in compliance with this Article IO shall be deemed effective as of the last day of the calendar 

month in which the remaining Member' consent thereto was given. or, if no such consent was required 

pursuant to Section 10.03(e), then on such date that the successor interest complies with the conditions set 

forth in Section 10.0J(c). The Selling Member agrees, upon request of the remaining Member. to execute 

such ce,tificates or other documents and to perform such other acts as may be reasonably requested by the 

remaining Member from time to time in connection with such sale, transfer. assignment. or substitul ion. 

The selling Member hereby indemnifies U1e Company and the remaining Member against any and all loss. 

damage, or expense (including, without limitation, tax liabilities or loss of tax benefits) arising directly or 

indirectly as a result of any transfer or purported transfer in violation of this Article I 0. 

10.04 Transferee ot Member in Absence of Unanimous Consent. 

(a) otwithstanding anything concained herein to the contrary (i11cluding, without 

limitation, Section I 0.03 hereof), if all of the remaining Members do 110t approve by unanimous written 

consent of tbe proposed sale or gift of the Transferring Member's Membership Interest or Economic 

Interest to a transferee which is not a Member immediately prior 10 che sale or gift., then the proposed 

rransf'eree shall have no rigbt to participate in the management of the business and affairs of the Company 

or to become a Member. The transferee shall be merely an Economic !merest Owner. No transfer of a 

Member's interest in the Company (including any transfer of the Economic Interest or any other transfer 

which has not been approved by unanimous written consent of the Member) shall be effective unless and 

until written notice (including the name ru1d address of the proposed transferee (ru1d the date of such 

transfer) has been provided to the Compa11)' and the non-transferring Member(s). 

(b) Upon and contemporaneously with any sale or gift of a rransferring Member's 

Economic Interest in the Company which does not at rhe same time transfer the balance of the rights 

associated with the Economic Interest transferred by the Transferring Member (including, without 

limitation. the rights of the Transferring Member ro participale in the management of the business and 

affairs of the Company). all remaining rights and interest which wel'e owned by the Transferring Member 

immediately prior to such sale or gift or which were associated with the (ransferred Economic Interest shall 

immediately lapse until either (I) the rems ining Member. by unanimous consent. reinstate such rights to the 

Economic Interest Owner who did not pr~viously obtain the unanimous written consenl of 1J1e Member or 

(2) upon the remaining Member. by unanimous written consent. reinstating such rights to a successor or 

transferee of such Economic lnll.:rcst Owner. 

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ARTICLE 11. 

ADDITIONAL MEMBER 

11.0 I From the date of the formation or the Company. any Person or Emity acceptable to the 

Manager may become a Member in this Company either by the issuance by the Company of Membership 

Interests for such consideration as the Manager shall determine. or as a transferee of a Member's 

Membership Interest or any portion thereof. subject to the tenns and conditions of this Operating 

Agreement. No new Member shall be entitled to any retroactive allocation of losses, income or expense 

deductions incurred by the Company. The Manager(s) may, at their option, at the time a Member is 

admitted. close the Company books (as though the Company·s tax year has ended) or make pro rata 

allocations of loss, income and expense deductions to a new Member for that portion of the Company"s tax 

year in which a Member was admitted in accordance with the provisions of Code Section 706(d) and the 

Treasury Regulations promulgated thereunder. 

ARTICLE 12. 

ors OLUTION A O TERMI ATIO 

12.0 l Dissolution. 

(a) The Company shall be dissolved upon the occurrence of any of rhc following. 

events: 

(I) By the written agreement of the Manager with the unanimous consent 

of the Members: or 

(2) Upon the happening of a Withdrawal Event of all of the Members, 

unless the business of the Company is continued by the consent of a Majority Interest within ninery (90) 

days after the Wi1hdrawal Event. 

(b) Notwithslanding anything to the contrary in this Operating Agreement, if a 

Member or Member owning Percentage Interests which in the aggregate constitute not less than one 

hundred percent of the Percentage Interest vote to dissolve the Company at a meeting of the Company 

pursuant to A1ticle 7, then all of the Member shall agree in writing to dissolve tbe Company on the date 

agreed upon or in the event of no agreement.. as soon as possible, but in any evem not more than thirty (30) 

days I.hereafter. 

(c) If a Member who is an individual dies or a coun of competent jurisdiction 

adjudges him or her to be incompetent 10 manage his or her person or his or her property. tJ1e Member·s 

executor. administrator. guardian, conservator. or other legaJ representative may exercise all of the 

Member's rights for rhe purpose of sen ling his or her estate or administering his or her property. 

(d) A Member shall not take any voluntary action which direcll} causes a 

Withdrawal Event. Unless otherwise approved by Member owning a Majority Interest, a Member who 

resigns (a ··Resigning Member'') or whose Membership Interest is otherwise terminated by virtue of a 

Withdrawal Event, regardless of whether such Withdrawal Event was tl1e result of a voluntary act by such 

Member, shall not be entitled to receive any distributions in excess of those distributions 10 which such 

Member would have been entitled had such Member remained a Member. Except as otherwise expressly 

provided herein. a Resigning Membt:r shall immediately become an Economic Interest Owner. Damages 

for breach of this Section l".0l{d) shall be monetary damages only (and not specific performance), und 

such damages may be offset against distributions by the Company to which the Resigning Membt:r would 

otherwise be entitled. 

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12.02 Winding Up. Liguidation and Distribution of Assets. 

(a) Upon dissolution. an accounting shall be made by the Company's independent 

accountants of the accounts of the Company and of the Company's assets. liabilities and operations, from 

1he date of the last previous accounting until the date of dissolution. The Manager shalJ immediately 

proceed to wind up the affairs of1he Company. 

(b) If the Company is dissolved and its affairS are to be wound up. the Manager 

shall: 

(I) Sell or otherwise liquidate all of the Company's assets as promptly as 

practicable (except to the e:\'tent tJ1e Manager may determine to distribute any assers to the Member in 

kind), 

(2) Allocate any profit or loss resulting from such sales to the Member' 

and Economic Interest Owners' capital AccountS in accordance wi1h Article 9 hereof. 

(3) Discharge all liabilities of the Company, including liabilities to 

Member and Economic Interest Owners who are creditors, to the ex1en1 otherwise permitted by law. other 

than liabilities to Member and Economic Interest Owners for Distriburions. and establish such Reserves as 

may be reasonably necessary to provide for contingent liabilities o.f the Company (for purposes of 

detemtining the Capital Accounts of the Member and Economic Interest Owners, the amounts of such 

Reserves shall be deemed to be an expense of the Company), 

(4) Distribute the remaining assets in the following order: 

(i) If any assets of the Company are to be distributed in kind, the 

ne1 fair market value of such assets as of the date of dissolution shall he determined by independent 

appraisal or by agreement of the Member. Such assets shall be deemed to have been sold as oftJte date of 

dissolution for their fair market value. and the Capital Accounts of the Member and Economic Interest 

Owners shall be adjusted pursuant 10 the provisions of Article 9 and Section 8.03 of this Operating 

Agreement to reflect such deemed sale. 

(ii) The positive balance (if any) of each Member's and Economic 

lnterest Owner's Capital Account (as determined after raking into account all Capital Account adjustments 

for ilie Compan),'S taxable year during which the liquidation occurs) shall be distribtned to the Member. 

either in cash or in kind. as determined by the Manager. with any assets distributed in kind being valued for 

this purpose at their fair market value as determined pursuant to Section l2.02(b)(i). Any such 

distributions to Lhe Member in respect oflheir Capital Accounts shall be made in accordance with the time 

requirements set forth in Section I. 704-1 (b)(2)(ii)(b)(2) of l11e Treasury Regulations. 

(c) Notwithstanding anything 10 the co111rary in this Operating Agreement, upon a 

liquidation wi1hin the meaning of Section 1.704-1 (b) (2) (ii) (g) of ilie Treasury Regulations, if any 

Member has a Deficit Capital Account (a~er giving effoct 10 all contributions, distributions, allocations and 

other Capital Account adjustments for all taxable years, including the year during which such liquidation 

occurs), such Member shall have no obligation to make any Capital Contribution. and the negative balance 

of such Member's Capital Account shall not be considered a debt owed by such Member 10 the Company 

or 10 any other Person for any purpose whatsoever. 

(d) Upon completion of the winding up. liqwdarion and distribution of the assets. 

the Company shaU be deemed terminated. 

(c) The Manager(s) shall comply with all requirements of applicable law pertaining 

to tJ1e winding up of the affairs of the Company and the final distribution of its assets. 

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12.03 Cet1ificate of Cancellacion. When all debts, liabilities and obligations of the Company 

hove been paid and discharged or adequate provisions have been made therefor and all of the remaining 

property and assets of the Company have been distributed. Certificate of Cancellation as required by the 

Act, shall be executed io duplicate and filed with rhe Wyoming Secretary of Stare. 

12.04 Effect of Filing of Certificate of Cancellation. Upon the filing of Ce11ificate of 

Cancellation with the Wyoming Secretary of State, the existence of the Company shall cease, except for the 

purpose of suits, other proceedings and appropria1e action as provided in the Act. The Manager shall have 

authority to dis1ribute any Company property discovered after dissolution. convey real estate and take such 

other action as may be necessary on behalf of and in die name of the Company. 

11.05 Return of Contribution Non recourse to Other Member. Except as provided by law or as 

expressly provided in this Operating Agreement. upon dissolution, each Member shall look solely to the 

assets of tl1e Company for tbe return of its Capital ContTibution. If the Company property remaining after 

the payment or discharge of the (kbts and liabilities of the Company is insufficient ro return 1he cash 

contribution of one or more Member. such Member or Member shall have no recourse against any orher 

Member. except as otherwise provided by law. 

ARTICLE 13. 

MISCELLANEOUS PROVISIONS 

13.0 I Notices. Any notice, demand, or communication required or permined to be given by 

any provision of this Operating Agreement shall be deemed to have been sufficiently given or served for all 

purposes if(l) either by actual delivery of the notice into the hands of the panjes thereunto entitled: (2) or 

by the mailing of the notice in the U.S. mail. certified mail, return receipt requested; or (3) sent by 

nationally recognized. overnight delivery service, addressed to the Member's and/or Company's address, as 

appropriate, which is set fonh in this Operating Agreement. The notice shall be deemed 10 be received in 

case ( I) on I.be date of its actual receipt by the party entitled thereto and in cases (2) or (3) on the date of its 

mailing or deposit with such delivery service. The failure or refiisal of any pany to accept any notice given 

pursuant to this paragraph shall be conclusively deemed receipl thereof and kuowlcdge of its contents. 

13.02 Books of Account and Records. Proper and complete records and books of account shall 

be kept or shall be caused to be kept by the Manager in which shall be entered fully and accurately all 

transactions relating to the Company's business in such detail and completeness as is cus10mary and usual 

for businesses of the type engaged in by the Company. Such books and records shall be maintained as 

provided in Section 9.09. The books and records shall at all times be maintained at the principal place of 

business of the Cornpuny. 

13.03 Application of Wvomine Law. This Operating Agreemen1 and its interpretation shall be 

governed exclusively by its terms and by the laws of the State of Wyoming, and specifically the Act. 

13.03 Waiver of Action for Partition. Each Member and Economic Interest Owner in·evocably 

waives during the term of the Company any right that it may have to maintain any action for the partition 

with respect to the property of the Company. 

13.04 Amendments. This Operating Agreement may not be amended except in writing by the 

Manager. Any aniendment changing the Percentage Interests of the Member requires the unanimous vote 

of the Managing Member. 

13.05 Execution of Additional Instruments. Each Member hereby agrees to execute such other 

and futther starement of interest and holdings. designations and other instruments necessary to comply 

with any laws, rules or regulations. 

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13.06 Construction. Whenever the singular number is used in tJ1is Operating Agreeml!nt and 

when required by the context, the same shall include Lhe plural and vice versa, and the masculine gender 

shall [nclude the feminine and neuter genders and vice versa_ 

13.07 Headin!!.s. The headings in this Operating Agreement are inserted for convenience onl> 

and are in no way intended to describe. interpret, define. or limit the scope, extent or intent of this 

Operat·ing Agreemem or any provision hereof: 

13.08 Waivers. The failure of any party to seek redress for defa1tlt of or to insist upon the srrict 

performance of any covenant or condition of this Operating Agreement shall not prevenr a subsequent act, 

which would have originally constituted a default, from having the effect ofan original default. 

13.9 Rights and Remedies Cumulative. The rights and remedies provided by this Operating 

Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive 

the right to use any other remedy. Said rights and remedies are given in addition to any other legal rights 

the parties may have. 

13.10 Severabilit,. If any provision of this Operating Agreement or the application thereof to 

any person or circumstance shall be invalid. illegal or unenforceable to any e.KtenL the remainder of this 

Operating Agreement and the application thereof shall not be affected and shall be enforceable to rhe fullest 

cxtelil pem1it1ed by law. 

J 3.11 Heirs. Successors and Assigns. Each and all of the covenants. terms, provisions and 

agreements herein contained shall be binding upon and inuTe to the benefit of the parties hereto and. to the 

ex1ent permitted by this Operating Agreement, their respective heirs. legal representatives, successoTs and 

assigns. 

13.12 Creditors. one of the provisions oftflis Operating Agreement shall be for 1.he benefit of 

or enforceable by any creditors of the Company. 

13.13 Counterpans. This Operating Agreement may be executed in counterpa11s. each of which 

shall be deemed an original but aJI ofwh.ich shall constitute one and the same instrument. 

13. l 4 Entire Agreement. This Operating Agreement supersedes all agreements previously 

made between the parties relating to its subject matter. There are no other understandings or agreements 

between them. It contains the entire agreement of the parties. It may not be changed orally but only by an 

agreement in writing signed by the party against whom enforcement of any waiver. change, modification. 

extension or discharge is sought. 

13.15 Joint Preparation. The Parties have participated jointly in the negotiation and drafting of 

this Agreemenl. In the event an ambiguity or question of intent or interpretation arises. this Agreement 

shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise 

favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. 

13.16 Incorporation of Exhibits. Annexes and Schedules. The Exhibits, Annexes and Schedules 

identified in this Agreement are incorporated herein by reference a11d made a part hereof. 

IREMAIN0 £R OF PACE I TENTIONALLY BLANK] 

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IN WITNESS WHEREOF, the parties hereto have caused their signatures, or the signatures of 

their duly authorized representatives. to be set forth below on the day and year first above written. 

QB\ I 59654.00003\39748777 .2 

h J. Danzik 

Applied Scienc 

Title: Managing Member 

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NAME 

Danzik Applied Sciences, LLC 

EXHIBIT A 

Percentage Interests of Member 

and List of Manager/Representatives 

Effective as of September I. 2016 

Description of Initial Amount Capital Contribution 

Cash and Imel lectual Upto 

Property $3,000,000.00 

1 leld for Employees and Contractors Labor 

QB\ I 59654.00003\39748777.2 

List of Manager/Representatives: 

Elizabeth J Danzik 

for 

Danzik Applied Sciences, LLC 

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Initial Percentage 

I merest 

100% 

0% 

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