10.8 Amendments. This Operating Agreement may not be amended except in a writing
signed by the holders of two-thirds (2/3) of the Membership Units.

10.9 Execution of Additional Instruments. Each Member hereby agrees to execute such
other and further statements of interest and holdings, designations and other instruments as are
necessary to comply with any laws, rules or regulations.

10.10 Construction. Whenever the singular number is used in this Operating Agreement
and when required by the context, the same shall include the plural and vice versa, and the
masculine gender shall include the feminine and neuter genders and vice versa.

10.11 Headings. The headings in this Operating Agreement are inserted for convenience
only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent
of this Operating Agreement or any provision hereof.

10.12 Waivers. The failure of any party to seek redress for default of or to insist upon the
strict performance of any covenant or condition of this Operating Agreement shall not prevent a
subsequent act, which would have originally constituted a default, from having the effect of an
original default.

10.13 Rights and Remedies Cumulative. The rights and remedies provided by this
Operating Agreement are cumulative and the use of any individual 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.

10.14 Severability. If any provision of this Operating Agreement or the application
thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the
remainder of this Operating Agreement and the application of the provisions hereof shall not be
affected and shall be enforceable to the fullest extent permitted by law.

10.15 Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and
agreements herein contained shall be binding upon and inure to the benefit of the parties hereto
and, to the extent permitted by this Operating Agreement, their respective heirs, legal
Tepresentatives, successors and assigns.

10.16 Creditors. None of the provisions of this Operating Agreement shall be for the
benefit of or enforceable by any creditors of the Company.

10.17 Incorporation of Recitals. The Recitals contained herein are hereby incorporated
and made a part of the terms and mutual covenants and agreements contained in this Operating
Agreement.

10.18 Counterparts. This Operating Agreement may be executed in multiple counterparts,
each of which shall be deemed an original and all of which shall constitute one and the same

instrument.

26

36898708.1
AFM000059


insufficient to return such capital, they shall have no recourse against the Manager for such
purpose.

Notwithstanding any of the foregoing to the contrary, the provisions of this Section
shal] not be construed to relieve (or attempt to relieve) any person of any liability by reason
of gross negligence, recklessness or intentional wrongdoing or to the extent (but only to the
extent) that such liability may not be waived, modified or limited under applicable law, but
shall be construed so as to effectuate the provisions of this Section to the fullest extent
permitted by law.

8.9 Resignation and Removal of Managers,

(a)A Manager may resign at any time by giving written notice to the Company in
care of the remaining Managers (or if there are no remaining Managers to the
Members). The resignation shall be effective upon receipt unless a future effective
date is set forth in the notice of registration. The pending vacancy may be filled
before the effective date, but the successor shall not take office until the effective

date.

(b) Vacancies created by the resignation or death of a Manager may be filled by
the vote of the Members holding a majority of the Percentage Interests of the
Company.

(c)Any Manager or Managers may be removed from office, with or without cause,
by the written consent of the Members holding two-thirds of the Percentage Interests
in the Company.

(d)If any Manager or Managers are removed, new Managers may be elected at the
same meeting of the Members for the unexpired term of the Manager or Managers
removed.

8.10 Indemnification. The Company shall indemnify every person who was or is a
party, or is threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding (other than an action 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
manager, officer, employee or agent of the Company, or is or was serving at the request
of the Company as a director, officer, manager, employee or agent of another limited
liability company, corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with the action,
suit or proceeding, if the person acted in good faith and in a manner the person
reasonably believed to be in, or not opposed to, the best interests of the Company or,
with respect to any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the person did not act in good
faith and in a manner that the person reasonably believed to be in, or not opposed to, the

AFM000123


(f) The Manager shall comply with all requirements of applicable law
pertaining to the winding up of the affairs of the Company and the final distribution of its
assets.

9.3 Articles of Dissolution. When all debts, liabilities and obligations of the Company
have 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, articles of dissolution as
required by the Act, shall be executed in duplicate and filed with the Delaware Secretary of State.

94 — Effect of Filing of Articles of Dissolution. Upon the filing of Articles of Dissolution
with the Delaware Secretary of State, the existence of the Company shall cease, except for the
purpose of suits, other Proceedings and appropriate action as provided in the Act. The Manager
shall have authority to distribute any Company property discovered after dissolution, convey real
estate and take such other action as may be necessary on behalf of and in the name of the Company.

9.5 Assets Distributed on Dissolution. Except as provided by law or as expressly
provided in this Operating Agreement, upon dissolution, each Member shall look solely to the
assets of the Company for the retum of the Member's Capital Contribution. If the Company
property remaining after the payment or discharge of the debts and liabilities of the Company is
insufficient to return the cash contribution of one (I) or more Members, such Member or Members
shall have no recourse against any other Member, except as otherwise provided by law.

ARTICLE 10
MISCELLANEOUS

10.1 Waiver of Conflict of Interest. The law firm of Hamilton Thies & Lorch LLP
hereby discloses to the parties its potential conflicts of interest arising from the negotiation of this
Operating Agreement and all documents related thereto and arising from the organization and
operation of the Company, which may include without limitation conflicts regarding management,
voting, and distributions. Hamilton Thies & Lorch LLP represents the Manager with regard to all
such matters, and Hamilton Thies & Lorch LLP has urged all Members to seek independent
representation. The Members and the Company acknowledge that they have been advised of all
conflicts of interest arising from the representation. The parties hereby waive any conflict of
interest resulting from the past, current and future representation provided by Hamilton Thies &
Lorch LLP to the Manager and the Company in both matters related and unrelated to this Operating
Agreement.

10.2 Notices. Any notice, demand, or communication required or permitted to be given
by any provision of this Operating Agreement shall be deemed to have been sufficiently given or
served for all purposes if: (a) delivered personally to the party or to an officer of the party to whom
the same is directed; or (b) sent by facsimile transmission, receipt of which is acknowledged by
the recipient by customary fax receipt acknowledgment and by sending a copy of such notice,
demand and communication by regular mail; or (c) sent by registered or certified mail, postage
and charges prepaid; or (d) sent by recognized overnight delivery service (e.g., FedEx or UPS),
charges prepaid, in any case addressed to the Member's and/or Company's address, as appropriate,
which addresses are set forth in this Operating Agreement. Except as otherwise provided herein,
any such notice shall be deemed to be given two (2) business days after the date on which the same

24
AFM000025


(iii) the failure of the remaining Members and the Company to notify the
Transferring Member of their desire to exercise their right to purchase all of the
Offered Intcrest prior to the end of the Remaining Members Response Period shall
result in the termination of the right of first refusal under this Section 7.4 and the
Transferring Member shall be entitled to consummate the Transfer of the Offered
Interest to the third party; provided, that the Transfer shall be consummated within
thirty (30) days following the expiration of the Remaining Members Response
Period. Any rights a Transferring Member may have as a Member shall terminate
upon the consummation of such sale.

(c) If the remaining Members and/or the Company shall give written notice to

the Transferring Member as set forth herein, such parties shall have the right to designate
the time, date and place of closing, provided that the date of closing shall be within sixty
(60) days after the last such parties have given written notification to the Transferring
Member of their respective clections to exercise their right of first refusal to purchase the
Offered Interest under this Section 7.4.

(d) In the event of a purchase of an Offered Interest pursuant to this Section 7.4,

the purchase price shal] be payable upon the terms set forth in the Offer.

HTL 00156174
36895652.1

(c) Notwithstanding any provision in this Section 7.4 to the contrary,

(i) In the event that, within three (3) years after one or more Members
and/or the Company purchases all of the Offered Interest pursuant to this Section
7A, the remaining Members and Economic Interest Owners sell all or substantially
all of their Membership Interests and Economic Interests to a third party for a
purchase price in excess of the purchase price paid pursuant to this Section 7.4,
after deducting the expenses of sale, at the closing of such sale the Transferring
Member shall be paid an amount equal to the difference between (i) the price per
Unit at which the Transferring Member sold the Offered Interest to the remaining
Members and/or the Company and (ii) the price per Unit paid by the third party for
the purchase of all or substantially all of the Units, including all compensation
amounts for employment, consulting and non-competition agreements paid to the
remaining Members and/or the Company; provided, however, such amount
otherwise payable to the Transferring Member hereunder shall be reduced by an
amount equal to ten percent (10%) for each year (and a proportionate amount for
any period of less than a year) between the closing of the purchase of the Offered
Interest and the closing of the purchase by the third party.

(ii) In the event that, within three (3) years after one or more Members
and/or the Company purchases all of the Offered Interest, the Company sells
substantially all of the assets of the Company to a third party for a purchase price
in excess of the price paid pursuant to this Section 7.4 on a per Unit basis, after
deducting the expenses of sale, at the closing of such sale, the Transferring Member
shall be paid an amount equal to the difference between (i) the price per Unit at
which the Transferring Member sold the Offered Interest to the remaining Members
and/or the Company and (ii) the asset purchase price paid by the third party,

17
AFM000154


the benefit of any Person other than the Members and the Company, and no such third party shall
under any circumstances have any right to compel any actions or payments by the Manager and/or
the Members.

5.3 Capital Accounts. A separate Capital Account shall be maintained for each Member
and, if applicable, each Economic Interest Owner, and subject to the provisions of Section 5.4, the
following allocations shall be made to the Capital Accounts of the Members and Economic Interest
Owners.

(a) Each Member's and Economic Interest Owner's Capital Account will be
increased by:

(i) the amount of money contributed by such Member or Economic
Interest Owner to the Company;

(ii) the fair market value of property contributed by such Member or
Economic Interest Owner to the Company (net of liabilities secured by such
contributed property that the Company is considered to assume or take subject to
under Code Section 752);

(iii) allocations to such Member or Economic Interest Owner of Net
Profits;

(iv) allocations to such Member or Economic Interest Owner of income
described in Code Section 705 (a)(1)(B).

(b) Each Member's or Economic Interest Owner's Capital Account will be
decreased by:

(i) the amount of money distributed to such Member or Economic
Interest Owner by the Company;

(ii) the fair market value of property distributed to such Member or
Economic Interest Owner by the Company (net of liabilities secured by such
distributed property that such Member or Economic Interest Owner is considered
to assume or take subject to under Code Section 752);

(iii) allocations to such Member or Economic Interest Owner of
expenditures described in Code Section 705(a)(2)(B); and

(iv) allocations to the account of such Member or Economic Interest
Owner of Net Losses and deduction as set forth in the Treasury Regulations
promulgated under Code Section 704(b), taking into account adjustments to reflect
book value.

(c) The manner in which Capital Accounts are to be maintained pursuant to this
Section 5.3 is intended to comply with the requirements of Code Section 704(b) and the
Treasury Regulations promulgated thereunder. If the Manager determines that the manner

HTL 00156174 12

36895652.1
AFM000149


IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION

AFM MATTRESS COMPANY, LLC,

Plaintiff, Case No.: 1:20-cv-03556

v. Judge: Manish S. Shah

MOTORISTS COMMERCIAL MUTUAL

INSURANCE COMPANY, Magistrate Judge: M. David Weisman

Defendant.

PLAINTIFF’S RESPONSES TO DEFENDANT’S REQUEST FOR PRODUCTION OF

JURISDICTIONAL DOCUMENTS
Plaintiff AFM Mattress Company, LLC (“AFM”), by and through its attorneys, Brown,
Udell, Pomerantz & Delrahim, hereby responds to Defendant Motorists Commercial Mutual
Insurance Company’s Request for Production of Jurisdictional Documents as follows:
RESPONSES TO REQUESTS TO PRODUCE
Request No.1: | AFM’s complete and signed Operating Agreement in place and effective as
of the date of the removal of this case to the United States District Court for the Northem District

of Illinois, on June 18, 2020, including all schedules, exhibits and appendices thereto.

RESPONSE: AFM will produce non-privileged documents responsive to this request.

Request No.2: To the extent the document requested in Request No. 1 does not fully identify
all members of AFM, all documents identifying the members of AFM as of the date of the
removal of this case to the United States District Court for the Northern District of Illinois, on
June 18, 2020.

RESPONSE: AFM objects to this request on the grounds that it is overbroad, unduly
burdensome, and not reasonably calculated to lead to the discovery of admissible evidence.
Subject to its objections, AFM states that its members are fully identified in the operating

agreement being produced in response to Request No. 1.


(a) Upon the sale or other disposition of all or substantially all of the Company's
non-cash assets; provided, however, that this Agreement generally and Article XII in
particular shall govern the conduct of the parties during the winding up of the
Company.

(b) By unanimous consent of all the Members holding a 100% of the Percentage
Interests executing an instrument (or counterpart thereof) so stating; provided,
however, that this Agreement generally and Article XII in particular shall govern the
conduct of the parties during the winding up of the Company.

(c) On the 90th day after notice by the Manager to each Member of the Manager's
intent to terminate; provided that the Company shall not so terminate if Members
holding not less than 100 percent of the Percentage Interests have within 30 days of
such notice given the Manager written notice of their objections.

ARTICLE VI
Contributions to Capital

6.1 Capital Contributions. On or before the Effective Date, each Member shall
contribute to the capital of the Company the amount of money or property set forth or
described under the heading "Capital Contribution" opposite that Member's signature

hereto.

6.2 Additional Capital Contributions. Except as set forth in this Section 6.2 or as
required by the Act, no Member shall be assessed for additional capital contributions,

(d) The Members may, by unanimous agreement, at any time or from time to time,
make additional capital contributions to the Company.

(e) The respective capital accounts of the Members shall be adjusted in proportion
to additional capital contributions.

6.3 Defaulting Members. The Company shall be entitled to enforce the obligations of
each Member to make the contributions specified in this Article VI, and the Company
acting at the direction of the Manager shall have all remedies available at law or in equity
in the event any such contribution is not so made. The Company shall be entitled to recover
the reasonable attorneys’ fees and other costs of enforcing the Members’ obligations under
this Article VI, and shall also be entitled to recover interest on any unpaid contributions at
the highest rate permitted by Jaw.

ARTICLE VII
Allocations and Distributions

7.1 Books of Account.
(a) At all times during the continuance of the Company, the Manager shall cause
proper and true books of account to be maintained in conformity with generally

AFM000119


41
42
43
44
4.5
46
47

ARTICLE 5 - COMPANY CAPITAL

Limitation of Liability... eesseeseessseesssesssecsseesscssessueesnecsseensressiensesnuesenesse 10
Dissociation by Member ............ssesssessessseessessseessesessesssessseeasessessseessecsssesauessueceneeeneens 10
Expulsion of Members.
Company Books

Priority and Return of Capital.
Return of Distributions ........c.cccscecseecsesessessesessesseesvessessessvcssesenesecsneesessecaussnsaneeneeneeneense

No Exclusive Duty to Company

5.1 Capital Contributions

5.2 Additional Contribution:

5.3 Capital Accounts

5.4 Special Allocations to Capital ACCOUMES..........cecsesssesssesssecssecsseeeseessnessessueesnecsiennienne 13

5.5 Interest On and Return of Contributions

5.6 Accounting Principles

5.7. Loans to Company ....

5.8 — Accounting Period .......c.cccecsceecssecseecssesseesseesseesseesseessueeeseesnecsseessseesnessuesssessuessueecueessnesse 14
ARTICLE 6 - ALLOCATIONS AND DISTRIBUTIONS oc eccececeseessestssesteseessstsstenseneneeees 14

6.1 Allocations of Profits and Losses

6.2 Distributions

6.3 Limitation Upon Distributions ssesseseeeseeneears

6.4 Withdrawal or Reduction of Contributions... ecesssseseceesresessecseseesseeneesesseeneenees 15
ARTICLE 7 - MEMBERSHIP CERTIFICATES AND TRANSFERABILITY .......scesceeneeeee 16

7A Certificates for Membership Interest ..

7.2 Restrictions on Transfer...

73 Transfers on Company BOOks.........ccccscsssseessscesseeseesssssecsescesssecsecenesnressesenanecaeaneeaneeneenes 16

74 — Right of First Refusal ......ccccccsessesseccsseseesseessescsesseessseesssesssesssseeseessecsseessnessneesseessresse 16

15 Transferee Not Member in Absence of Consent

7.6 Option Upon Involuntary Transfer .

7.7 Options Upon Dissociation

7.8 Agreed Value

ARTICLE 8 - ADDITIONAL MEMBERS
ARTICLE 9 - DISSOLUTION AND TERMINATION

9.1
9.2

36898056.1

Dissolution

iii

AFM000068


Interest Owners from the Company shall be treated as amounts distributed to the relevant
Member or Economic Interest Owner pursuant to Section 6.2(b).

(d) Except as provided by law or as expressly provided in this Operating
Agreement, upon dissolution, each Member shall look solely to the assets of the Company
for the retum of the Member's Capital Contribution. If the Company property remaining
after the payment or discharge of the debts and liabilities of the Company is insufficient to
return the cash contribution of one or more Members, such Member or Members shall have
no recourse against any other Member, except as otherwise provided by law.

6.3 Limitation Upon Distributions.

(a) No distributions or return of Capital Contributions shall be made and paid
if, after the distribution or return of Capital Contribution is made, the Company would be
insolvent or the net assets of the Company would be less than zero. In addition, no
Distributable Cash shall be distributed until all Company's debt is paid in full.

(b) | The Manager may base a determination that a distribution or return of
Capital Contribution may not be made as a result of Section 6.3(a) or Section 6.3(b) in
good faith reliance upon a balance sheet and profit and loss statement of the Company
represented to be correct by the Person having charge of its books of account or certified
by an independent public or certified public accountant or firm of accountants to fairly
reflect the financial condition of the Company.

(c) No distributions or return of Capital Contributions shall be made or paid if,
at the time of the distribution or retum of Capital Contribution, the Company is party to an
agreement or agreements with third party lenders which prohibit the making or payment of
distributions or the retum of Capital Contributions. If the Company is a party to an
agreement with third party lenders which restricts the time or amount of distributions or
retum of Capital Contributions, any distributions or return of Capital Contributions shall
not be approved, made or paid in excess or in violation of such restrictions.

6.4 Withdrawal or Reduction of Contributions.

(a) A Member shall not receive out of the Company's property any part of the
Member's Capital Contribution until all liabilities of the Company, except liabilities to
Members 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 nature of the Member's Capital Contribution,
has only the right to demand and receive cash in retum for such Capital Contribution.

(c) Upon a Dissociation of a Member, the purchase of a Membership Interest
shall be governed by Article 7.

HTL 00156174 15

36895652.1
AFM000152


Manager, or the holder of any interest in the Company shall have any right by virtue of this
Operating Agreement or the relationship created hereby in or to any other such ventures or
activities, or to the income or profits derived therefrom, and the pursuit of such ventures, even if
competitive with the business of the Company shall not be deemed wrongful or improper.

3.12 Removal. At a meeting called expressly for that purpose, all or any lesser number
of Managers may be removed at any time, with or without cause, by Members holding two- thirds
(2/3) of the Membership Units of all Members. The removal of a Manager who is also a Member
shall not affect the Manager's rights as a Member and shall not constitute a Dissociation.

3.13 Vacancies. Any vacancy occurring for any reason in the number of Manager of the
Company may be filled by the affirmative vote of Members holding at least two-thirds (2/3) of the
Membership Units.

3.14 Salaries. The salaries and other compensation of the Manager shall be fixed from
time to time by an affirmative vote of the Members holding a Majority Interest, and no Manager
shall be prevented from receiving such salary because the Manager is also a Member of the
Company.

3.15 Other Agreements. None.
ARTICLE 4 - RIGHTS AND OBLIGATIONS OF MEMBERS

4.1 Limitation of Liability. Each Member's liability shall be limited as set forth in this
Operating Agreement, the Act and other applicable law. A Member shall not be personally liable
for any debts or losses of the Company beyond the Member's Capital Contribution or as otherwise
provided herein or required by law.

4.2 Dissociation by Members.

(a) Before the dissolution of the Company, any voluntary Dissociation by a
Member without the prior written consent of the remaining Members holding two- thirds
(2/3) of the remaining Membership Units shall be a wrongful Dissociation.

(b) If a Member Dissociates before the dissolution of the Company, and the
Dissociation results from volitional conduct of the Member that could reasonably be
characterized as resignation, retirement, or withdrawal, then the Dissociating Member is
liable to the Company for damages resulting from such wrongful Dissociation.

(c) Upon a Dissociation by a Member, such Member shall cease to be a
Member and shall become an Economic Interest Owner whose Membership Interest may
be purchased by the remaining Members or the Company pursuant to Article 7. The
Company may offset any amounts or obligations owed by a Dissociated Member to the
Company including damages arising from such wrongful Dissociation against any amounts
due the Dissociating Member, regardless of the cause of a Member's Dissociation and
regardless of whether the Member's Dissociation results in dissolution of the Company.

36898056.1
AFM000079


to have a Deficit Capital Account. The amount of the loss, deduction and/or Code Section
705(a)(2)(B) expenditure which would have caused a Member or Economic Interest Owner
to have a Deficit Capital Account shall instead be charged to the Capital Account of any
Members or Economic Interest Owners which would not have a Deficit Capital Account
as a result of the allocation, in proportion to their respective Capital Contributions, or, if
no such Members or Economic Interest Owners exist, then to the Members and Economic
Interest Owners in proportion to their respective interests in Company Net Profits pursuant
to Section 6.1.

(b) In the event any Member or Economic Interest Owner unexpectedly
receives any adjustments, allocations, or distributions described in Sections 1.704-
1(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations, which create or increase a Deficit
Capital Account of such Member or Economic Interest Owner, 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 or Economic Interest
Owner in an amount and 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 5.4(b) be interpreted to comply with the alternate test for
economic effect set forth in Section 1.704- I(b)(2)(ii)(d) of the Treasury Regulations.

5.5 Interest On and Retum of Contributions. No Member or Economic Interest Owner
shall be entitled to interest on its Capital Contribution or to return of its Capital Contribution.

5.6 Accounting Principles. The profits and losses of the Company shall be determined
in aecordance with generally accepted accounting principles applied on a consistent basis using
the method of accounting selected by the Manager.

5.7 Loans to Company. Nothing in this Operating Agreement shall prevent any
Member or Economic Interest Owner from making secured or unsecured loans to the Company by
agreement with the Company.

3.8 Accounting Period. The Company's accounting period shall be the Fiscal Year.

ARTICLE 6
ALLOCATIONS AND DISTRIBUTIONS

6.1 Allocations of Profits and Losses. Except as otherwise provided in this Agreement
to the contrary or as determined by the Company's regularly employed accountant in accordance
with the applicable law, Net Profits and Net Losses of the Company for each Fiscal Year will be
allocated in proportion with the Participating Percentages of the Members and Economic Interest
Owners.

6.2 Distributions.
(a) Subject to the restrictions of Section 6.3, to the extent that the Company
reports a Net Profit and said Net Profit is allocated to the Members, then the Company shall

14
AFM000015


ARTICLE XI
Withdrawals, Priorities and Loans

11.1 Withdrawals. No Member (including the Manager) shall be entitled to receive
any money or property from the Company except (a) by way of distributions upon the
winding up of the Company pursuant to Article XII, (b) as provided in Section 7.6, (c) in
respect of any bona fide loans to the Company then due and owing and (d) as expressly
provided elsewhere in this Agreement.

11.2 Priorities. Except as expressly provided in this Agreement to the contrary, no
Members shall have a priority right as to withdrawals, distributions or the return of

contributions.

11.3 Interest. During the term of the Company, no interest shall be allowed to any
Member upon the amount of its Capital Account. In the event that the Company shall
borrow any funds from any Member above and beyond such Member's Capital Account,
such Member shall be paid such interest as shall then be agreed and such loan shall be

accounted for as a liability of the Company.

ARTICLE Xi
Winding Up

12.1 Liquidation Procedures. Upon termination of the Company pursuant to Article
V, the affairs of the Company shall be wound up and the Company shall be dissolved,
unless the Members elect to continue the Company in accordance with Section 5.2(c). As
part of the winding up of the Company, a proper accounting shall be made of the profit or
loss of the Company from the date of the last previous accounting to the date of
termination, and the Capital Account of each Member shall be appropriately adjusted.

12.2 Distribution on Winding Up. In the event of the winding up of the Company
for any reason, the proceeds of liquidation shall be applied by the end of the taxable
year in which the liquidation occurs or, if later, within 90 days after the date of such
liquidation, in the following rank and order:

(p) To the creditors of the Company, including Members who are creditors, in
satisfaction of liabilities of the Company, all in the order of priority and to the extent
provided by law.

(q) To each Member, the amount of its positive Capital Account (after all Capital
Account adjustments for the Fiscal Year during which the liquidation occurs).

12.3 Partition. No Member shall have the right to partition any property of the
Company during the term of this Agreement, nor shall any Member make application to
any court of authority having jurisdiction in the matter or commence or prosecute any
action or proceeding for such partition and the sale thereof, and upon any breach of the
provisions of this Section by any Member, the other Members, in addition to all of the

AFM000128


Table of Contents

Page
ARTICLE 1 - DEFINITIONS o.....escecsceesseeseesessssesseeaseesseesseesseesseesssessesseesseesssesseecseeseaseensesae
1.1 Act... 1
1.2 Affiliate 1
1.3 Agreed Value. 1
1.4 Capital Account
1.5 Capital Contribution... eee eeseessessescesseeseesseseesseesecsrecucsnrsnsceneeneeaeenecensenseaecneensaneeneees 1
1.6 Capital Interest 1
1.7 Certificate of Formation 1
1.8
1.9
1,10
1.11 Deficit Capital Account
1.12 Dissociating Member....
1.13 DissOciation.......ceccccecseesesssesssesesssssessessssssssssussusssececeseeseesvesscesrcsssenecsucaasssnssscensenseanenrene 2
1.14
1.15 Economic Interest
1.16 Economic Interest Owner
1.17 Economic Interest Units
1.18 Entity...
1.19 Fiscal Year... cecccsessssssesseessessecseeseesssssssussseceseassuesssssssnsssessessneserssvessecanssnsssessessssneeeeees 3
1.20 Majority Interest. 3
1.21 Manager... 3
1.22 Member... 3
1,23 Membership Interest ...........ccsccssessessssssseesversseesseeseecsseesseesseesseecsstesseessnecssecesecsssesseessessee 3
1.24 Membership Units..........sccsccesecseeseeseeseessessessessessssseeseessessessecaesssssaesseereeaesesentensssnsanenneane 3
1.25 Minimum Rate
1.26 Net Profits and Losses
1.27 Operating AgreeMent.........cceccseesseesssesseeeseesseesseesseessessessseesuesssesssuecsunessueessecessessaeaneenne 4
1.28 Participating Percentage
1.29 Permitted Transferee
HTL 00156174 i
36895652.1

AFM000134


1.36 Transferee. "Transferee” shall mean the recipient of a Membership Interest or
Economic Interest which has been Transferred.

1.37 Transferring Member, "Transferring Member" shall mean a Member who Transfers
the Member's Membership Interest, or an Economic Interest Owner who Transfers the Economic
Interest Owner's Economic Interest.

1.38 Treasury Regulations. "Treasury Regulations" shall include proposed, temporary
and final regulations promulgated under the Code.

1.39 Units. "Units" shall mean collectively Membership Units and Economic Interest
Units.

ARTICLE 2 - FORMATION OF COMPANY

2.1 Formation. The Company has been organized as an Illinois limited liability
company by the execution and delivery of Articles of Organization to the Illinois Secretary of State
in accordance with and pursuant to the Act.

2.2 Name. The name of the Company is GRECO FAMILY HOLDINGS LLC, an
Illinois limited liability company.

2.3 Principal Place of Business. The principal place of business of the Company shall
be 1301 Schiferl, Bartlett, Illinois 60103. The Company may locate its places of business and
registered office at any other place or places as the Manager may from time to time deem advisable.

2.4 Registered Office and Registered Agent. The Company's current registered office
is at the office of its registered agent, Dominic S. Maduri, 785 Wall Street, O’Fallon, Illinois
62269. 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 Illinois Secretary of State
pursuant to the Act.

2.5 Term. The term of the Company shall be perpetual, unless the Company is
dissolved in accordance with either the provisions of this Operating Agreement or the Act.

2.6 Business of Company. The business of the Company shall be to transact any and
all lawful business for which a company may be organized under the Act.

ARTICLE 3 - RIGHTS AND DUTIES OF MANAGER

3.1 | Management. The business and affairs of the Company shall be directed, managed
and controlled by its Manager. Except as otherwise 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 perform any and all other acts or
activities customary or incident to the management of the Company's business. Except as provided
otherwise in this Agreement, at any time when there is more than one (1) Manager, the decision

36898056.1
AFM000074


The maker hereby waives presentment for payment, notice of dishonor, protest and notice
of protest.

(Signature of Purchasing Party)

Exhibit B
AFM000032


fight to use the Company name (and any name under which the Company shall elect to
conduct its affairs) as long as the Company continues.

ARTICLE IIL
Character of the Business

The purpose of the Company shal] be to carry on the business of making, protecting,
enhancing and otherwise dealing, directly or indirectly, with investments of any type,
including securities of all types, acquiring, owning, leasing, operating and selling
businesses and/or property, real and personal and wheresoever located, and to engage in
any one or more enterprises, ventures, undertakings and businesses permitted under the
Act. The Company shall have the power to do all acts and things necessary or useful in
connection with the foregoing.

ARTICLE IV
Offices, Records and Agents

4.1 Principal Office of the Company. The principal office of the Company shall be
located at 280 Westgate, Carol Stream, Illinois, 60187, or at such other place within or
outside Dlinois as the Manager may from time to time designate. The Company may
have subsidiary offices in such other place or places as may be selected from time to time
by the Manager.

4.2 Records to be Maintained. The Manager shall at all times keep at the
Company's principal office such information and records as are specified in the Act.

4.3 Registered Office and Registered Agent. The Company's registered office in
Illinois shall be located at 4440 West Lincoln Highway, Suite 301, Matteson, Ilinois
60443, and the name of the registered agent for service of process at such office shall be
Joseph A. Zarlengo. The Manager may from time to time in accordance with the Act
change the Company's registered office and/or registered agent. The Manager shall select
and designate a registered office and registered agent for the Company in each state in
which the Company is required to maintain or appoint one.

ARTICLE V
Term of Existence and Termination of the Company

5.1 Term of Existence of the Company. The term of existence of the Company
shall commence upon the filing of the Articles of Organization of the Company with the
Office of the Secretary of State and shall, subject to Section 5.2, continue until December

31, 2048.

5.2 Termination. The Company shall terminate prior to the time set forth in Section
S.1:

AFM000103


2.4 Registered Office and Registered Agent. The Company's current registered office
is at the office of its registered agent, Dominic S. Maduri, the address for which is on file with the
Company. 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 Illinois Secretary of
State pursuant to the Act.

2.5 Term. The term of the Company shall be perpetual, unless the Company is
dissolved in accordance with either the provisions of this Operating Agreement or the Act.

2.6 Business of Company. The business of the Company shall be to transact any and

all lawful business for which a company may be organized under the Act.

ARTICLE 3
RIGHTS AND DUTIES OF MANAGER

3.1 Management. The business and affairs of the Company shall be directed, managed
and controlled by its Manager. Except as otherwise 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 perform any and all other acts or
activities customary or incident to the management of the Company's business. Except as provided
otherwise in this Agreement, at any time when there is more than one (1) Manager, the decision
of a majority of all of the Managers shall be required for the Manager to take any action permitted
to be taken under this Operating Agreement or the Act.

3.2 Number, Tenure. Designation and Qualifications. As of the date hereof, the
Company shall have one (1) Manager: Eduardo E. Greco. Any successor manager shall be chosen
by Eduardo E. Greco. It is acknowledged and agreed that the Members shall have no right or
authority to terminate or replace the Manager.

3.3. Authority of Manager. Except as provided in Section 3.6, and without limiting the
generality of Section 3.1, the Manager shall have power and authority, on behalf of the Company
to:

(a) Acquire property from any Person as the Manager may determine, whether
or not such Person is directly or indirectly affiliated or connected with any Manager or
Member;

(b) Pledge, encumber, and allow or cause security interests to be placed on any
and all assets of the Company;

(c) Hire or fire any and all employees, agents, or contractors for the Company;

(d) Enter into or terminate employment agreements or other compensation
arrangements;

36898708.1
AFM000039


The parties have executed this Operating Agreement as of the date first above written.

COMPANY:

GSI FAMIYY ©
tabi egf pany

Py Delaware iimitec

Nara? Kanan E Greco

tts: Manager

HTL 00156174 Signature Page

AFM000164


The maker hereby waives presentment for payment, notice of dishonor, protest and notice
of protest.

(Signature of Purchasing Party)

Exhibit B
36898708.1
AFM000064


persistently committed a material breach of this Operating Agreement or of a duty owed to the
Company or the other Members under the Act, or engaged in conduct relating to the business of
the Company that makes it not reasonably practicable to carry on the business of the Company if
such Member remains a Member.

4.4 Company Books. 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, to inspect and copy at the requesting Member's or Economic Interest
Owner's expense, the books and records of the Company, including the records maintained
pursuant to Section 3.4 herein, the Company documents identified in the Act, and such other
documents which the Manager, in their discretion, deem appropriate.

4.5 Priority and Return of Capital. Except as may be expressly provided herein, no
Member or Economic Interest Owner shall have priority over any other Member or Economic
Interest Owner, either as to the return of Capital Contributions or as to Net Profits, Net Losses or
distributions; provided that this Section 4.5 shall not apply to loans which a Member has made to
the Company.

4.6 Return of Distributions. A Member who receives a distribution or the return in
whole or in part of the Member's Capital Contribution is liable to the Company only to the extent
provided by the Act.

4.7 No Exclusive Duty to Company. Except as otherwise agreed to by Company and
Member, a Member shall not be required to devote the Member's efforts to the Company as the
Member's sole and exclusive function, and a Member may have other business interests and engage
in activities in addition to those relating to the Company. A Member and the Member's Affiliates
may engage in or possess any interests in other business ventures of any kind, independently or
with others, including but not limited to engaging in other ventures having a purpose similar to
that of the Company. The fact that the Member or any Affiliate may encounter and take advantage
of opportunities to do any of the foregoing themselves or on behalf of others in whom they may
or may not have an interest shall not subject the Member or any Affiliate to any liability to the
Company or any of the Members or Manager on account of any lost opportunity. None of the
Company, any Member, any Manager, or the holder of any interest in the Company shall have any
right by virtue of this Operating Agreement or the relationship created hereby in or to any other
such ventures or activities, or to the income or profits derived therefrom, and the pursuit of such
ventures, even if competitive with the business of the Company shall not be deemed wrongful or
improper.

ARTICLE 5 - COMPANY CAPITAL

5.1 Capital Contributions. Each Member who has made a Capital Contribution shall
have such Capital Contribution credited to his Capital Account.

5.2 Additional Contributions. No Member shall be required to make additional Capital
Contributions without such Member's consent. With the Member's consent, the Member shall
make such additional Capital Contributions as shall be determined by the Manager. None of the
terms, covenants, obligations or rights contained in this Section 5.2 is or shall be deemed to be for

HTL 00156174 11

36895652.1
AFMO000148


1.4 Articles of Organization. The "Articles of Organization" shall mean the Certificate
of Formation as filed with the Secretary of State of Illinois, as amended from time to time

1.5 Capital Account. “Capital Account" shall mean as of any given date the account
maintained for each Member pursuant to Article 5.

1.6 Capital Contribution. "Capital Contribution" shali mean any contribution to the
capital of the Company in cash or property by a Member whenever made.

1.7 Capital Interest. "Capital Interest" shall mean as of any given date the proportion
that a Member's positive Capital Account bears to the aggregate positive Capital Accounts of all
Members whose Capital Accounts have positive balances as of such date.

1.8 Code. The "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, or corresponding provisions of subsequent superseding federal revenue laws.

1.9 Company. The "Company" shall mean GSI FINANCE COMPANY LLC, an
Illinois limited liability company.

1.10 Company Property or Property. "Company Property" or "Property" shall mean all
properties, assets and rights of any type owned by the Company.

1.11 Deficit Capital Account. "Deficit Capital Account" shall mean with respect 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 to the following adjustments:

(a) Credit to such Capital Account any amount which such Member is obligated
to restore under Section 1.704-1(b)(2)(ii)(c) of the Treasury Regulations, as well as any
addition thereto pursuant to the next to last sentence of Sections 1.704- 2(g)(1) and (i)(5)
of the Treasury Regulations, after taking into account thereunder any changes during such
year in partnership minimum gain (as determined in accordance with Section 1.704-2(d)
of the Treasury Regulations) and in the minimum gain attributable to any partner for
nonrecourse debt (as determined under Section 1.704-2(i)(3) of the Treasury Regulations);
and

(b) Debit to such Capital Account the items described in Sections 1.704-
I(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations.

(c) This definition of Deficit Capital Account is intended to comply with the
provisions of Treasury Regulations Sections 1.704-1(b)(2)(ii)(d) and 1.704-2, and shall be
interpreted consistently with those provisions.

1.12 Dissociating Member. "Dissociating Member" shall mean a Member for which an
event of Dissociation has occurred.

1.13 Dissociation. "Dissociation" shall mean the notice by a Member to withdraw from
the Company, a Transfer of all of a Member's Membership Interest, the expulsion of a Member,

36898708.1
AFM000035


1.30
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1,38
1,39

2.1
2.2
2.3
2.4
2.5
2.6

ARTICLE 3 - RIGHTS AND DUTIES OF MANAGER

3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
3.14
3.15

ARTICLE 4 - RIGHTS AND OBLIGATIONS OF MEMBERS

36898056.1

POLSON... ..ececsessessesssessecsecsscevessncsncssscesecuessscoveeveassonssssassavessssnssusassessussessnesnsaneeaneeeeeeets 4

RESCLVES «2... ccsssssessessessessesssseneeseessssuesnscssscaessessecsssesecsesscasesseccussecssssecereceesuessecsaeeneesecenrennens 4

Sell

Selling Member
Tramsfer ne eecssessessessssessseeseeseesssesecsvesssnscenseseesssecsnesssssssesssssnseassessesssssseseasssecenssassneeneese 4

4
is
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Transferring Member
Treasury Regulations

AAA

Principal Place of Busines:
Registered Office and Registered Agent.

TOT nn. ec eeseeccesssesessssssessesssssesovesnessecavecsucsessscaseesessessussecsessucsucsncerssucrssessssutsumeateeneeneneene 5
Business of Company ......c.ccscsssssssesssesssssseseesssssessessesseesessessecssssssecseesescsersnrsansaeareeaenneas 5

Management
Number, Tenure, Designation and Qualifications .........c0.scccscessessseesseessseesseesseesseeesneenees 6
Authority of Manage .........cccccccsesseesessseesessesseesesssssssssansseesecsesssssesssecsessnesnrenenseserenreerens

Duties of Manager...
Authority of Others

Limitation of Authority of Manager

Tax Matters Partner.............c.ssscessececssesessesessesssscecsseseseesssesnsseencsesssessessesssuesusasencseeecanease 9
Liability for Certain Acts .........sceececssceesssessseessesssesssesseessessunesnessecssestsvesssecssntesneesseessneens 9

Resignation

Indemnification by Company
No Exclusive Duty to Compan’

Removal .......ceccccsessesssssssssssesseesesssessessscssecsvssarsusesssseeevesecsecsecareenseessseeseessessesseesecaseenesenes 10

Vacancies .....eecsecessecsessessessesseessessessssssssssssseeseesesassarsesssessssresseeseesecsessecesecscssnceaceereneenes 10

Salaries
Other Agreements

AFM000067


(a) Upon the sale or other disposition of all or substantially all of the Company's
non-cash assets; provided, however, that this Agreement generally and Article XII in
particular shall govern the conduct of the parties during the winding up of the

Company.

(b) By unanimous consent of all the Members holding a 100% of the Percentage
Interests executing an instrument (or counterpart thereof) so stating; provided,
however, that this Agreement generally and Article XII in particular shall govern the
conduct of the parties during the winding up of the Company.

(c) On the 90th day after notice by the Manager to each Member of the Manager's
intent to terminate; provided that the Company shall not so terminate if Members
holding not less than 100 percent of the Percentage Interests have within 30 days of
such notice given the Manager written notice of their objections.

ARTICLE VI
Contributions to Capital

6.1 Capital Contributions. On or before the Effective Date, each Member shall
contribute to the capital of the Company the amount of money or property set forth or
described under the heading “Capital Contribution" opposite that Member's signature
hereto.

6.2 Additional Capital Contributions. Except as set forth in this Section 6.2 or as
Tequired by the Act, no Member shall be assessed for additional! capital contributions.

(a) The Members may, by unanimous agreement, at any time or from time to
time, make additional capital contributions to the Company.

(b) The respective capital accounts of the Members shall be adjusted in
proportion to additional capital contributions.

6.3 Defaulting Members. The Company shall be entitled to enforce the obligations
of each Member to make the contributions specified in this Article VI, and the Company
acting at the direction of the Manager shall have all remedies available at law or in equity
in the event any such contribution is not so made. The Company shall be entitled to
recover the reasonable attomeys’ fees and other costs of enforcing the Members’
obligations under this Article VI, and shall also be entitled to recover interest on any
unpaid contributions at the highest rate permitted by law.

ARTICLE VII
Allocations and Distributions

7.1 Books of Account.
(a) At all times during the continuance of the Company, the Manager shall cause
proper and truc books of account to be maintained in conformity with generally

AFM000104


MEMBER INFORMATION

Member's Names

EXHIBIT A

Membership Units

Participating
Percentage

Eduardo E. Greco, Trustee of the
Eduardo E, Greco Revocable Trust
u/a/d 11/14/96

35.902

36%

Pasquale F. Greco (aka Pasquale F.
Greco II), Trustee of the Pasquale
F. Greco Trust u/a/d 9/29/03

10.256

10%

Gian Greco, Trustee of the Gian
Greco Trust u/a/d 9/25/03

10.256

10%

Roberto Greco, Trustee of the
Roberto Greco Trust u/a/d 9/25/03

10.256

10%

Francesca C.M. Greco-Jaffe and
Dominic S. Maduri, Co-Trustees of
the Francesca C.M. Greco-Jaffe
GSI Irrevocable Trust dated
12/18/02

10.256

10%

Gian F. Greco and Dominic S.
Maduri, Co-Trustees of the
Pasquale P. Greco GSI Irrevocable
Trust w/a/d 12/18/02

5.128

5%

Gian F. Greco and Dominic S.
Maduri, Co-Trustees of the Gina V.
Greco GSI Irrevocable Trust u/a/d
12/18/02

5.128

5%

Gian F. Greco and Dominic S.
Maduri, Co-Trustees of the
Eduardo E. Greco, Jr. GSI
Irrevocable Trust w/a/d 12/18/02

5.128

5%

Gian F. Greco and Dominic S.
Maduri, Co-Trustees of the
Roberto Greco Irrevocable Trust II
u/a/d 12/16/98

1,538

1.5%

Gian F, Greco and Dominic S.
Maduri, Co-Trustees of the
Pasquale F. Greco Irrevocable
Trust II u/a/d 12/16/98

1.538

1.5%

Gian F. Greco and Dominic S.
Maduri, Co-Trustees of the
Eduardo E. Greco Irrevocable
Trust II u/a/d 12/16/98

1.538

1.5%

HTL 00156174

Exhibit A

AFM000167



"Selling Member") shall promptly furnish the Manager and each Member with notice
thereof (the "Option Notice"), as well as a copy of the Offer.

Gi) The Company shall have the right and option (the "Primary Option") to
purchase all or any portion of the Offered Interest upon the express terms and
conditions and at the purchase price set forth in the Offer, said Primary Option being
exercised by notice to the Selling Member given within 20 days of the Manager's
receipt of the Option Notice. If the Company does not elect to purchase all of the
Offered Interest by notice to the Selling Member within said 20 day period, the
Manager shall so advise all of the other Members and the Members shall thereupon
have the right and option (the "Secondary Option"), and each Member may elect, by
written notice to the Manager and the Selling Member on or before the 45th day
following receipt of the Option Notice, to purchase that portion of the Offered
Interest which the Company has not elected to acquire pursuant to the Primary Option
upon the express terms and conditions and at the purchase price set forth in the Offer
(the "Secondary Option"). Said notice from a Member to the Manager and the Selling
Member shall specify the maximum amount of the remaining Offered Interest which
the Member would like to acquire. The portion of the remaining Offered Interest
which may be acquired by each Member shall be determined by the Manager ratably
according to the relative maximum amounts that the Members propose to acquire in
their notices to the Manager and the Selling Member. No Member, however, shall be
required to acquire more than the maximum portion of the remaining Offered Interest
that it proposed to acquire. If pursuant to the foregoing sentences the Members do not
elect to acquire all of the remaining Offered Interest, the Company shall have a
further option, which shall continue through the closing date hereafter specified, to
acquire such portion of the remaining Offered Interest which is not acquired by the
Members.

(i) ‘If the Company and/or any one or more or all of the Members elect to
exercise their respective options to acquire the entire Offered Interest, the Selling
Member shall sell and assign the Offered Interest to the Company and/or the
Members, in the proportions described above, which sale and assignment shall be
closed at the Company's principal office at any time on or before the 60th day
following the Manager's receipt of the Option Notice or on such later date certain for
closing contained in the Offer, as the Manager may select.

(i) In the event that the Company and Members do not in the aggregate purchase
all of the Offered Interest as described above, the right of first refusal options provided
to the Company and the Members in this paragraph shall be deemed to have lapsed
and expired. Thereupon the Selling Member shall be entitled to sell and assign the
Offered Interest to the offeror, provided such sale or assignment (A) would not (i)
result in a termination of the Company for Federal income tax purposes, (ii) result in
the Company not qualifying for an exemption from the registration requirements of
any applicable Federal or state securities laws, (iii) result in any violation of any
applicable Federal or state securities laws, (iv) result in a default under or the
acceleration of any indebtedness of, or secured by assets of, the Company, (v) result

10

AFM000126


right by virtue of this Operating Agreement or the relationship created hereby in or to any other
such ventures or activities, or to the income or profits derived therefrom, and the pursuit of such
ventures, even if competitive with the business of the Company shall not be deemed wrongful or
improper.

4.8 — Limitations on Capital Expenditures. No Member (other than a Member who is
acting in the capacity of a Manager) may in any capacity, including an employee or officer of the
Company, shall make any single capital expenditure or series of related capital expenditures in
excess of $2,000 without the prior written consent of the Manager.

ARTICLE 5
COMPANY CAPITAL

5.1 Initial Capital Contributions. Each Member who has made a Capital Contribution
shall have such Capital Contribution credited to his Capital Account.

5.2. Additional Contributions. No Member shall be required to make additional Capital
Contributions without such Member's consent. With the Member's consent, the Member shall
make such additional Capital Contributions as shall be determined by the Manager. None of the
terms, covenants, obligations or rights contained in this Section 5.2 is or shall be deemed to be for
the benefit of any Person other than the Members and the Company, and no such third party shall
under any circumstances have any right to compel any actions or payments by the Manager and/or
the Members.

5.3 Capital Accounts. A separate Capital Account shal} be maintained for each Member
and, if applicable, each Economic Interest Owner, and subject to the provisions of Section 5.4, the
following allocations shall be made to the Capital Accounts of the Members and Economic Interest

Owners.

(a) Each Member's and Economic Interest Owner's Capital Account will be
increased by:

(6) the amount of money contributed by such Member or Economic
Interest Owner to the Company;

(ii) the fair market value of property contributed by such Member or
Economic Interest Owner to the Company (net of liabilities secured by such
contributed property that the Company is considered to assume or take subject to
under Code Section 752);

(iii) allocations to such Member or Economic Interest Owner of Net
Profits;

(iv) allocations to such Member or Economic Interest Owner of income
described in Code Section 705 (a)(1)(B).

12

36898708.1
AFM000045


including all compensation amounts for employment, consulting and non-
competition agreements paid to the remaining Members and/or the Company,
divided by the number of Units issued and outstanding immediately prior to the sale
of the Offered Interest to the remaining Members and/or the Company.

7.5 Transferee Not Member in Absence of Consent.

(a) Notwithstanding anything to the contrary contained herein if, immediately
prior to the Transfer, the Members holding two-thirds (2/3) of the Membership Units of all
Members who are not the Transferring Member do not approve, in writing, the proposed
Transfer of an Economic Interest or Membership Interest to a non-Member Transferee,
then the proposed Transferee 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 be
merely an Economic Interest Owner. No Transfer of a Member's interest in the Company
shall be effective unless and until written notice (including the name and address of the
proposed Transferee and the date of such Transfer) has been provided to the Company and
the non-Transferring Member(s).

(b) Upon and contemporaneously with any Transfer of a Transferring
Member's Economic Interest in the Company which does not at the same time Transfer the
balance of the rights associated with the Membership Interest of the Transferring Member
(including, without limitation, the rights of the Transferring Member to participate in the
management of the business and affairs of the Company), all remaining rights and interests
which were owned by the Transferring Member immediately prior to such Transfer or
which were associated with the Transferred Economic Interest shall immediately lapse
until either: (i) the written reinstatement of the rights to the transferee Economic Interest
Owner by unanimous consent of the remaining Members; or (ii) the written reinstatement
of such rights to a successor or Transferee of such Economic Interest Owner by unanimous
consent of the remaining Members.

(c) The restrictions on Transfer contained in this Section 7.5 are intended to
comply (and shall be interpreted consistently) with the restrictions on transfer as set forth
in the Act.

(d) As a condition to the recognition by the Company of the effectiveness of a
Transfer of a Member's Membership Interest or Economic Interest Owner's Economic
Interest in the Company, the Transferring Member, the proposed purchaser, donee or
successor-in-interest, as the case may be, shall execute, acknowledge and deliver to the
Company such instruments of transfer, assignment and assumption and such other
certificates, representations and documents, and shall perform all such other acts which the
remaining Members may deem necessary or desirable to:

(i) verify the Transfer;

(ii) confirm that the Person desiring to acquire an Economic Interest in
the Company, or to be admitted as a Member, has aecepted, assumed and agreed to
be subject and bound by all of the terms, obligations and conditions of this

18

36898056.1
AFM000087


(g) | Borrow money for the Company from banks, other lending institutions, the
Manager, Members, or Affiliates of the Manager or Members or refinance any debts or
obligations of the Company;

(h) Hypothecate, encumber and grant any security interest in any of the assets
of the Company to secure repayment of borrowed sums;

(0) Purchase liability and other insurance to protect the Company's property
and business or for any other reason the Manager in their sole discretion may determine;

G) Enter into or settle any litigation, arbitration or other similar proceeding
involving the Company;

(k) Make any decision related to the tax status of the Company, or any actions
involving tax issues;

(1) Hold and own Company real and personal properties in the name of the
Company;

(m) Invest Company funds in time deposits, short-term governmental
obligations, commercial paper or other investments;

(n) Open, as it deems necessary or convenient, from time to time such bank
accounts in the name of the Company;

(0) Execute on behalf of the Company all instruments and documents,
including, without limitation, checks, drafis, notes and other negotiable instruments;
mortgages or deeds of trust; security agreements; financing statements; documents
providing for the acquisition, mortgage or disposition of the Company's property; deeds;
assignments; bills of sale; leases; and any other instruments or documents necessary to the
business of the Company;

(p) Employ accountants, legal counsel, managing agents or other experts to
perform services for the Company;

(q) Enter into any and all other agreements on behalf of the Company, in such
forms as the Manager may approve; and

(r) Do and perform all other acts as may be necessary or appropriate to the
conduct of the Company's business.

3.4 Duties of Manager. At the expense of the Company, the Manager shall be
responsible for the following duties:

(a) | The Manager shall maintain records and accounts of the operations and
expenditures of the Company, which shall at a minimum include the following records
which the Manager shall keep at the principal place of business of the Company:

AFM000008


OPERATING AGREEMENT OF
AFM MATTRESS COMPANY LLC,
A DELAWARE LIMITED LIABILITY COMPANY

AFM000001


in which Capital Accounts are to be maintained pursuant to the preceding provisions of
this Section 5.3 should be modified in order to comply with Code Section 704(b) and the
Treasury Regulations thereunder, then notwithstanding anything to the contrary contained
in the preceding provisions of this Section 5.3, the method in which Capital 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 Members and/or Economic Interest Owners as set forth in this Operating
Agreement.

(d) Upon liquidation of the Company, liquidating distributions will be made in
accordance with the positive Capital Account balances of the Members and Economic
Interest Owners, as determined after taking into account all Capital Account adjustments
for the Company's taxable year during which 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 (120) days after the date of the liquidation). The Company may offset
damages for breach of this Operating Agreement by a Member or Economic Interest Owner
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 or Economic
Interest Owner.

{e) Except as otherwise required in the Act, no Member or Economic Interest
Owner shall have any liability to restore all or any portion of a deficit balance in such
Member's or Economic Interest Owner's Capital Account.

5.4 Special Allocations to Capital Accounts. Notwithstanding Section 5.3 hereof:

(a) No allocations of loss, deduction and/or expenditures described in Code
Section 705(a)(2)(B) shall be charged to the Capital Account of any Member or Economic
Interest Owner if such allocation would cause such Member or Economic Interest Owner
to have a Deficit Capital Account. The amount of the loss, deduction and/or Code Section
705(a)(2)(B) expenditure which would have caused a Member or Economic Interest Owner
to have a Deficit Capital Account shall instead be charged to the Capital Account of any
Members or Economic Interest Owners which would not have a Deficit Capital Account
as a result of the allocation, in proportion to their respective Capital Contributions, or, if
no such Members or Economic Interest Owners exist, then to the Members and Economic
Interest Owners in proportion to their respective interests in Company Net Profits pursuant
to Section 6.1.

{b) In the event any Member or Economic Interest Owner unexpectedly
receives any adjustments, allocations, or distributions described in Sections 1.704-
1(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations, which create or increase a Deficit
Capital Account of such Member or Economic Interest Owner, 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 or Economic Interest
Owner in an amount and manner sufficient to eliminate, to the extent required by the
Treasury Regulations, the Deficit Capital Account so created as quickly as possible. It is

HTL 00156174 13

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of such returns, or pertinent information therefrom, shall be furnished to the Members
within a reasonable time after the end of the Company's fiscal year upon a Member's written
request. Subject to Section 3.6, all elections permitted to be made by the Company under
federal or state laws shall be made by the Manager in its sole discretion.

3.5 Authority of Others.

(a) Unless authorized to do so by this Operating Agreement, no 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 any purpose.

(b) No Member acting as a Member shall have any power or authority to bind
the Company unless the Member has been authorized by the Manager to act as an agent of
the Company in accordance with the provision of Section 3.5(a).

(c) No debt shall be contracted or liability incurred by or on behalf of the
Company except by the Manager, or to the extent permitted under the Act, by agents or
employees of the Company expressly authorized to contract such debt or incur such
liability by the Manager.

3.6 Limitation of Authority of Manager. Notwithstanding any other provision herein to
the contrary, a vote of the Members holding two-thirds (2/3) of the Membership Units of all
Members shall be required before any Manager shall:

(a) Amend the Operating Agreement of the Company in any manner which
would affect the contents of this Section 3.6;

(b) Voluntarily dissolve the Company, unless all or substantially all of its non-
cash assets have been sold.

3.7 Tax Matters Partner. Eduardo E. Greco is designated the "Tax Matters Partner" (as
defined in Code Section 6231), and is authorized and required to represent the Company (at the
Company's expense) in connection with all examinations of the Company's affairs by tax
authorities, including, without limitation, administrative and judicial proceedings, and to expend
Company funds for professional services and costs associated therewith. The Members agree to
cooperate with each other and to do or refrain from doing any and all things reasonably required
to conduct such proceedings.

3.8 Liability for Certain Acts. Manager shall perform all duties as Manager in good
faith, in a manner reasonably believed to be in the best interests of the Company, and with 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
by 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.

3.9 Resignation. A Manager of the Company may resign at any time by giving written
notice to the Members, The resignation of a Manager shall take effect upon receipt of notice thereof
orat such later date specified in such notice; and, unless otherwise specified therein, the acceptance

9

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9.5 Assets Distributed on Dissolution. Except as provided by law or as expressly
provided in this Operating Agreement, upon dissolution, each Member shall look solely to the
assets of the Company for the return of the Member's Capital Contribution. If the Company
property remaining after the payment or discharge of the debts and liabilities of the Company is
insufficient to return the cash contribution of one (1) or more Members, such Member or Members
shall have no recourse against any other Member, except as otherwise provided by law.

ARTICLE 10 - MISCELLANEOUS

10.1 Waiver of Conflict of Interest. The law firm of Hamilton Thies Lorch LLP hereby
discloses to the parties its potential conflicts of interest arising from the negotiation of this
Operating Agreement and all documents related thereto and arising from the organization and
operation of the Company, which may include without limitation conflicts regarding management,
voting, and distributions. Hamilton Thies Lorch LLP represents the Company with regard to all
such matters, and Hamilton Thies Lorch LLP has urged all other Members to seek independent
representation. The Members and the Company acknowledge that they have been advised of all
conflicts of interest arising from the representation. The parties hereby waive any conflict of
interest resulting from the past, current and future representation provided by Hamilton Thies
Lorch LLP to the Company in both matters related and unrelated to this Operating Agreement.

10.2 Notices. Any notice, demand, or communication required or permitted to be given
by any provision of this Operating Agreement shall be deemed to have been sufficiently given or
served for all purposes if: (a) delivered personally to the party or to an officer of the party to whom
the same is directed; or (b) sent by facsimile transmission, receipt of which is acknowledged by
the recipient by customary fax receipt acknowledgment and by sending a copy of such notice,
demand and communication by regular mail; or (c) sent by registered or certified mail, postage
and charges prepaid; or (d) sent by recognized overnight delivery service (e.g., FedEx or UPS),
charges prepaid, in any case addressed to the Member's and/or Company's address, as appropriate,
which addresses are set forth in this Operating Agreement. Except as otherwise provided herein,
any such notice shall be deemed to be given two (2) business days after the date on which the same
was deposited in the United States mail, or one (1) business day after the date on which the same
was deposited with an overnight delivery service for next business day delivery, in either case
addressed and sent as aforesaid or, if by telefax as above provided, then any such notice shall be
deemed to be given at the time of the fax receipt acknowledgment.

10.3 Application of Delaware Law. This Operating Agreement and its interpretation
shall be governed exclusively by its terms and by the laws of the State of Delaware, and specifically

the Act.

10.4 Arbitration/No Lawsuits. Other than equitable relief, any controversy or claim
arising out of, or relating to, this Operating Agreement, or its breach, shall be settled by arbitration.
The panel of arbitrators shall be composed of three (3) Persons, one of whom shall be selected by
each of the parties. Such selection of arbitrators shall be made within thirty (30) days after the date
on which the parties agree that they will be unable to agree as to the settlement of the controversy
or claim. The third arbitrator shall be Dominic Maduri or, in the event Dominic Maduri is
unavailable, by an arbitrator appointed by the American Arbitration Association. The decision of
a majority of the panel of arbitrators shall be final, conclusive and binding upon the parties hereto

HTL 00156174 24

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of profits and losses and with respect to distributions. A Membership Unit may be diluted if the
Company issues additional Membership Units.

1.25 Minimum Rate. "Minimum Rate" shall mean the minimum rate of interest which
can be used without causing additional interest to be imputed pursuant to the Code.

1.26 Net Profits and Losses, "Net Profits" and "Net Losses" shall mean the net amount
of all income, gain, loss, and deductions of the Company in the aggregate or separately stated, as
appropriate, determined in accordance with generally accepted accounting principles employed
under the method of accounting selected by the Manager at the close of each fiscal year on the
Company's tax return filed for federal income tax purposes.

1.27 Operating Agreement. "Operating Agreement" shall mean this Amended and
Restated Operating Agreement as originally executed and as amended from time to time. If a
provision of this Operating Agreement differs from a provision of the Articles of Organization,
then to the extent allowed by law this Operating Agreement shall govern.

1.28 Participating Percentage. "Participating Percentage” shall mean a Member's or
Economic Interest Owner's right to allocations of Net Profits and Net Losses of the Company
calculated as the Units owned by such Member or Economic Interest Owner divided by the total
number of Units outstanding. The Initial Participating Percentages are set forth on Exhibit A
attached hereto and made part hereof.

1,29 Permitted Transferee. "Permitted Transferee" when used herein shall mean another
Member; provided, however, that a Permitted Transferee shall not be a Permitted Transferee unless
he, she, or it complies with the provisions of Section 7.5(d).

1.30 Person. "Person" shall mean an individual, partnership, limited partnership, limited
liability company, trust, estate, association, corporation, or other entity.

1.31 Reserves. "Reserves" shall mean funds set aside or amounts allocated to reserves
which shall be maintained in amounts deemed sufficient by the Manager for working capital and
to pay taxes, insurance, debt service or other costs or expenses incident to the ownership or
operation of the Company's business.

1.32 Sale Proceeds. "Sale Proceeds" “Sale Proceeds" shall mean (1) the proceeds to the
Company from the sale of property of the Company, including interest on any deferred or
installment payments and (2) the net proceeds to the Company from the refinancing of any property
of the Company.

1.33 Sell. "Sell" shall mean to sell, assign, pledge, hypothecate or otherwise transfer for
consideration all or any portion of a Membership Interest or Economic Interest.

1.34 Selling Member. "Selling Member" shall mean any Member or Economic Interest
Owner which Sells all or any portion of its Membership Interest or Economic Interest.

1,35 Transfer. "Transfer" shal] mean to Sell, gift or otherwise transfer, for or without
consideration, all or any part of a Membership Interest or Economic Interest.

36898056.1
AFM000073


(c) The manner in which Capital Accounts are to be maintained pursuant to this
Section 5.3 is intended to comply with the requirements of Code Section 704(b) and the
Treasury Regulations promulgated thereunder. If the Manager determines that the manner
in which Capital Accounts are to be maintained pursuant to the preceding provisions of
this Section 5.3 should be modified in order to comply with Code Section 704(b) and the
Treasury Regulations thereunder, then notwithstanding anything to the contrary contained
in the preceding provisions of this Section 5.3, the method in which Capital 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 Members and/or Economic Interest Owners as set forth in this Operating
Agreement.

(d) — Upon liquidation of the Company, liquidating distributions will be made in
accordance with the positive Capital Account balances of the Members and Economic
Interest Owners, as determined after taking into account all Capital Account adjustments
for the Company's taxable year during which 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 (120) days after the date of the liquidation). The Company may offset
damages for breach of this Operating Agreement by a Member or Economic Interest Owner
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 or Economic
Interest Owner.

(e) Except as otherwise required in the Act, no Member or Economic Interest
Owner shall have any liability to restore all or any portion of a deficit balance in such
Member's or Economic Interest Owner's Capital Account.

5.4 Special Allocations to Capital Accounts. Notwithstanding Section 5.3 hereof:

(a) No allocations of loss, deduction and/or expenditures described in Code
Section 705(a)(2)(B) shall be charged to the Capital Account of any Member or Economic
Interest Owner if such allocation would cause such Member or Economic Interest Owner
to have a Deficit Capital Account. The amount of the loss, deduction and/or Code Section
705(a)(2)(B) expenditure which would have caused a Member or Economic Interest Owner
to have a Deficit Capital Account shall instead be charged to the Capital Account of any
Members or Economic Interest Owners which would not have a Deficit Capital Account
as a result of the allocation, in proportion to their respective Capital Contributions, or, if
no such Members or Economic Interest Owners exist, then to the Members and Economic
Interest Owners in proportion to their respective interests in Company Net Profits pursuant
to Section 6.1.

(b) In the event any Member or Economic Interest Owner unexpectedly
receives any adjustments, allocations, or distributions described in Sections 1.704-
1(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations, which create or increase a Deficit
Capital Account of such Member or Economic Interest Owner, 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)

13

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EXHIBIT 2


insufficient to return such capital, they shall have no recourse against the Manager for
such purpose.

Notwithstanding any of the foregoing to the contrary, the provisions of this Section
shall not be construed to relieve (or attempt to relieve) any person of any liability by
reason of gross negligence, recklessness or intentional wrongdoing or to the extent (but
only to the extent) that such liability may not be waived, modified or limited under
applicable law, but shall be construed so as to effectuate the provisions of this Section to
the fullest extent permitted by law. ~

8.9 Resignation and Removal of Managers.

(a) A Manager may resign at any time by giving written notice to the Company in
care of the remaining Managers (or if there are no remaining Managers to the
Members), The resignation shall be effective upon receipt unless a future effective
date is set forth in the notice of registration. The pending vacancy may be filled
before the effective date, but the successor shall not take office until the effective

date.

(b) Vacancies created by the resignation or death of a Manager may be filled by
the vote of the Members holding a majority of the Percentage Interests of the

Company.

(c) Any Manager or Managers may be removed from office, with or without
cause, by the written consent of the Members holding two-thirds of the Percentage
Interests in the Company. -

(d) If any Manager or Managers are removed, new Managers may be elected at
the same meeting of the Members for the unexpired term of the Manager or Managers

removed.

8.10 Indemnification. The Company shall indemnify every person who was or is
a party, or is threatened to be made a party, to any threatened, pending or completed
action, suit or proceeding (other than an action 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 manager, officer, employee or agent of the Company, or is or was
serving at the request of the Company as a director, officer, manager, employee or agent
of another limited liability company, corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attomeys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by the person in connection with the
action, suit or proceeding, if the person acted in good faith and in a manner the person
reasonably believed to be in, or not opposed to, the best interests of the Company or, with
Tespect to any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendére or its
equivalent shall not, of itself, create a presumption that the person did not act in good
faith and in a manner that the person reasonably believed to be in, or not opposed to, the

AFM000108


IN WITNESS WHEREOF, th i! :
first above written. , the parties hereto have executed this Agreement as of the date

GINA V. GRECO IRREVOCABLE TRUST I]
DATED DEGEMBER 16, 1998

By 2,
Dominic §, Maduri, Co-Trastee

By:
Pasquale E/Greep, tustes

PASQUALE P. GRECO IRREVOCABLE TRUST
J] DATED DECEMBER If, 1998

By:

: oe Co-Tristee
By: EC anovtle, Ber

Pasquale / Greco, C#Trustee

EDUARDO E, GRECO, JR. IRREVOCABLE
TRUST Il DATED DECEMBER 16, 1998

my og CorTrustee
By: EA Ger

Pasquale ¥/Greco, CoTrustee

HTL 00117613.)
AFM000131


ARTICLE 9 - DISSOLUTION AND TERMINATION

9.1 Dissolution.

(a) The Company shall be dissolved upon the occurrence of any of the
following events:

(i) when the period fixed for the duration of the Company, if any, shall
expire pursuant to Section 2.5 hereof;

(ii) by the written agreement of Members holding two- thirds (2/3) of
the Membership Units; or

(iii) upon the occurrence of an event causing dissolution as specified in
the Act.

(b) The Dissociation of a Member shall not constitute a dissolution of the
Company.

(c) Unless otherwise approved by Members owning a Majority Interest, a
Member who resigns (a "Resigning Member") or whose Membership Interest is otherwise
terminated by virtue of a Dissociation, shall not be entitled to receive any liquidating
distributions in excess of those distributions to which such Member would have been
entitled had such Resigning Member remained a Member. Except as otherwise expressly
provided herein, a Resigning Member shall immediately become an Economic Interest

Owner.

9.2 Dissolution and Liquidation 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 the date of the last previous accounting until the date of
dissolution. The Manager shall immediately proceed to wind up the affairs of the 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 extent the Manager may determine to distribute any
assets to the Members in kind);

(ii) _ allocate any profit or loss resulting from such sales to the Members
and Economic Interest Owners’ Capital Accounts in accordance with Article 5
hereof;

(iii) discharge all liabilities of the Company, including liabilities to
Members and Economic Interest Owners who are creditors, to the extent otherwise
permitted by law, other than liabilities to Members and Economic Interest Owners

HTL 00156174 22

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AFM000159


Dated: November 11, 2020 Respectfully Submitted,
AFM MATTRESS COMPANY, LLC

By: __/s/ Bryan D. King
One of their attomeys

Glenn L. Udell (ARDC # 6206064)
Michael S. Pomerantz (ARDC # 6205384)
Bryan King (ARDC # 6279203)

Brown, Udell, Pomerantz & Delrahim, Ltd.
225 W. Illinois Street, Suite 300

Chicago, IL 60654

312-475-9900

gudell@bupdlaw.com
mpomerantz@bupdlaw.com
bking@bupdiaw.com

-3-


best interests of the Company or, with respect to any criminal action or proceeding, that
the person had reasonable cause to believe that the person's conduct was unlawful.

811 Tax Matters Partner. The Manager shall be the Company's Tax Matters
Partner as defined in Code Section 6231(a)(7).

ARTICLE IX *
Liability of Members

9.1 No Control by the Members. Except for the Manager, the Members shall take
no part in the control or management of the affairs of the Company, nor shall a Member
have any authority to act for or on behalf of the Company or to sign for or bind the

Company.

9.2 Liability. No Member shall be personally liable for any of the debts of the
Company or any of the losses thereof beyond the amount contributed or required to be
contributed by it to the Company under this Agreement and as otherwise specified in the
Act.

9.3 Trustee Liability.
(a) When this Agreement is executed by the trustee of any trust, such execution is

by the trustee, not individually, but solely as trustee in the exercise and under the
power of authority conferred upon and vested in such trustee, and it is expressly
understood and agreed that nothing herein contained shall be construed as creating
any liability on the part of any such trustee personally to pay any amounts required to
be paid hereunder, or to perform any covenant, either express or implied, contained
herein, all such liability, if any, being expressly waived by the parties hereto by their
execution hereof. Any liability of any Member which is a trust to the Company or to
any third person shall be only that of such trust to the full extent of its trust estate and
shall not be a personal liability of any trustee, grantor or beneficiary thereof.

(b) Any successor trustee or trustees of any trust which is a Member herein shall
be entitled to exercise the same rights and privileges and be subject to the same duties
and obligations as his predecessor trustee. As used in this Agreement, the term
“trustee” shall include any or all such successor trustees.

ARTICLE X
Admission of Additional Members; Assignment Provisions

10.1 Admission of Additional Members.

(a) The Manager may admit one or more additional Members or sell additional
Member interests to current Members upon executing an appropriate amendment
hereto. .

(b) Upon the admission of one or more additional Members, the Manager is
authorized to adjust the Percentage Interests of the Members to reflect the dilution

AFM000109


EXHIBIT A

MEMBER INFORMATION
Membership Participating
Member’s Names Units Percentages
GSI FAMILY OFFICE LLC 95 95%
GSI FINANCE COMPANY LLC 5 5%
TOTAL 100 100%
HTL 00157400 Exhibit A

AFM000030


his, her or its promissory note payable to the order of the selling party. Each such
promissory note shall be in substantially the form set forth in Exhibit B attached hereto.

(d) The failure of the remaining Members and the Company to notify the
Involuntary Transferee of their desire to exercise their rights to purchase the Involuntarily
Transferred Interest at or prior to the end of the Remaining Members Notice Period shall
result in the termination of the right to purchase and the Involuntary Transferee may retain
such Involuntarily Transferred Interest in the form of an Economic Interest, and shall have
no right to participate in the management of the business or affairs of the Company or
become a Member except as set forth in Section 7.4.

7.7 Options Upon Dissociation. A Member may not withdraw or dissociate from the
Company, except as permitted herein. In the event of the Dissociation, for any reason
("Terminating Event"), of any Member (a "Dissociated Member"), the Manager, remaining
Members and the Company shall have the option to acquire the Dissociated Member's Membership
Interest, including the Economic Interest of each donee of the Dissociated Member as follows:

(a) The Company shall have the right of first refusal to purchase all, or any
portion, of the Membership Interest of the Dissociated Member by giving written
notification to the Dissociated Member within ninety (90) days after the Terminating Event
(the "Company Response Period").

(b) If the Company fails to exercise its option, then the remaining Members on
a basis pro rata to their Membership Units or upon such other basis they shall mutually
agree shall have the right to purchase the remaining Membership Interest of the Dissociated
Member by giving written notification to the Dissociated Member within thirty (30) days
after the expiration of the Company Response Period (the "Remaining Members Response
Period").

(c) If the remaining Members and/or the Company shall give written notice to
the Dissociated Member of their desire to exercise their right to purchase all of the
Dissociated Member's Membership Interest, the remaining Members and/or the Company
shall have the right to designate the time, date and place of closing, provided that the date
of closing shall be within sixty (60) days after the last of the Members and/or the Company
has given written notification to the Dissociated Member of the election to exercise their
right to purchase or the end of the Remaining Members Response Period, whichever is
earlier.

(d) The purchase price for the entire Membership Interest and/or Economic
Interest of a Dissociated Member shall be the Agreed Value.

(e) In the event of a purchase of a Membership Interest as a result of the
Dissociation of a Dissociated Member, a portion of the purchase price for such
Membership Interest equal to twenty-five percent (25%) thereof shall be paid in cash at the
closing of the transaction. The remaining portion of the purchase price shall be deferred
and payable, together with interest on the unpaid balance from time to time at the Minimum
Rate, in sixty (60) equal installments of principal and interest, the first installment being

20

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(c) All amounts withheld pursuant to the Code or any provisions of state or
local tax law with respect to any payment or distribution to the Members or Economic
Interest Owners from the Company shall be treated as amounts distributed to the relevant
Member or Economic Interest Owner pursuant to Section 6.2(b).

(d) Except as provided by law or as expressly provided in this Operating
Agreement, upon dissolution, each Member shall look solely to the assets of the Company
for the retum of the Member's Capital Contribution. If the Company property remaining
after the payment or discharge of the debts and liabilities of the Company is insufficient to
retum the cash contribution of one or more Members, such Member or Members shall have
no recourse against any other Member, except as otherwise provided by law.

6.3 Limitation Upon Distributions.

(a) No distributions or return of Capital Contributions shall be made and paid
if, after the distribution or return of Capital Contribution is made, the Company would be
insolvent or the net assets of the Company would be less than zero. In addition, no
Distributable Cash shall be distributed until all Company's debt is paid in full.

(b) The Manager may base a determination that a distribution or retum of
Capital Contribution may not be made as a result of Section 6.3(a) or Section 6.3(b) in
good faith reliance upon a balance sheet and profit and loss statement of the Company
represented to be correct by the Person having charge of its books of account or certified
by an independent public or certified public accountant or firm of accountants to fairly
reflect the financial condition of the Company.

(c) No distributions or return of Capital Contributions shall be made or paid if,
at the time of the distribution or return of Capital Contribution, the Company is party to an
agreement or agreements with third party lenders which prohibit the making or payment of
distributions or the retum of Capital Contributions. If the Company is a party to an
agreement with third party lenders which restricts the time or amount of distributions or
return of Capital Contributions, any distributions or return of Capital Contributions shall
not be approved, made or paid in excess or in violation of such restrictions.

6.4 Withdrawal or Reduction of Contributions.

(a) A Member shall not receive out of the Company's property any part of the
Member's Capital Contribution until all liabilities of the Company, except liabilities to
Members 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 nature of the Member's Capital Contribution,
has only the right to demand and receive cash in return for such Capital Contribution.

(c) Upon a Dissociation of a Member, the purchase of a Membership Interest
shall be governed by Article 7.

15

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(c) Upon a Dissociation by a Member, such Member shall cease to be a
Member and shall become an Economic Interest Owner whose Membership Interest may
be purchased by the remaining Members or the Company pursuant to Article 7. The
Company may offset any amounts or obligations owed by a Dissociated Member to the
Company including damages arising from such wrongful Dissociation against any amounts
due the Dissociating Member, regardless of the cause of a Member's Dissociation and
regardless of whether the Member's Dissociation results in dissolution of the Company.

4.3. Expulsion of Members. Members may be expelled from the Company by the
Company or the other Members only upon judicial determination that the Member engaged in
wrongful conduct that adversely and materially affected the business of the Company, willfully or
persistently committed a material breach of this Operating Agreement or of a duty owed to the
Company or the other Members under the Aet, or engaged in conduct relating to the business of
the Company that makes it not reasonably practicable to carry on the business of the Company if
such Member remains a Member.

44 Company Books. 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, to inspect and copy at the requesting Member's or Economic Interest
Owner's expense, the books and records of the Company, including the records maintained
pursuant to Section 3.4 herein, the Company documents identified in the Act, and such other
documents which the Manager, in their discretion, deem appropriate.

4.5 Priority and Return of Capital. Except as may be expressly provided herein, no
Member or Economic Interest Owner shall have priority over any other Member or Economic
Interest Owner, either as to the return of Capital Contributions or as to Net Profits, Net Losses or
distributions; provided that this Section 4.5 shall not apply to loans which a Member has made to
the Company.

4.6 Return of Distributions. A Member who receives a distribution or the return in
whole or in part of the Member's Capital Contribution is liable to the Company only to the extent
provided by the Act.

4.7 No Exclusive Duty to Company. Except as otherwise agreed to by Company and
Member, a Member shall not be required to devote the Member's efforts to the Company as the
Member's sole and exclusive function, and a Member may have other business interests and engage
in activities in addition to those relating to the Company, A Member and the Member's Affiliates
may engage in or possess any interests in other business ventures of any kind, independently or
with others, including but not limited to engaging in other ventures having a purpose similar to
that of the Company. The fact that the Member or any Affiliate may encounter and take advantage
of opportunities to do any of the foregoing themselves or on behalf of others in whom they may
or may not have an interest shall not subject the Member or any Affiliate to any liability to the
Company or any of the Members or Manager on account of any lost opportunity. None of the
Company, any Member, any Manager, or the holder of any interest in the Company shall have any
right by virtue of this Operating Agreement or the relationship created hereby in or to any other
such ventures or activities, or to the income or profits derived therefrom, and the pursuit of such

AFM000012


(d) If the Manager, remaining Members and/or the Company shall give written
notice to the Dissociated Member of their desire to exercise their right to purchase all of
the Dissociated Member's Membership Interest, the Manager, remaining Members and/or
the Company shall have the right to designate the time, date and place of closing, provided
that the date of closing shall be within sixty (60) days after the last of the Manager,
Members and/or the Company has given written notification to the Dissociated Member of
the election to exercise their right to purchase or the end of the Remaining Members
Dissociation Response Period, whichever is earlier.

(e) The purchase price for the entire Membership Interest and/or Economic
Interest of a Dissociated Member shall be the Agreed Value.

(f) In the event of a purchase of a Membership Interest as a result of the
Dissociation of a Dissociated Member, a portion of the purchase price for such
Membership Interest equal to twenty-five percent (25%) thereof shall be paid in cash at the
closing of the transaction. The remaining portion of the purchase price shall be deferred
and payable, together with interest on the unpaid balance from time to time at the Minimum
Rate, in sixty (60) equal installments of principal and interest, the first installment being
due and payable on the thirtieth day following the date of closing of the sale, and
subsequent installments being due on the same day of each succeeding month until the
remaining unpaid balance plus interest accrued thereon has been paid in full. The
indebtedness of each purchaser shall be evidenced by each purchaser's promissory note
payable to the order of the selling party. Each such promissory note shall be in substantially
the form set forth in Exhibit B attached hereto.

(g) The failure of the Manager, remaining Members and the Company to notify
the Dissociated Member of their desire to exercise their respective rights to purchase all of
the Dissociated Member's Membership Interest prior to the end of the Remaining Members
Dissociation Response Period shail result in the termination of the right to purchase and
the Dissociated Member shall retain such Membership Interest, in the form of an Economic
Interest, and shall have no right to participate in the management of the business or affairs
of the Company or become a Member except as set forth in Section 7.5. The Company
shall not be required to purchase the Membership Interest or Economic Interest of a
Member in the case of the Dissociation of that Member.

7.10 Intentionally Omitted.

7.11 Agreed Value. The term "Agrecd Value" shall mean a Member's proportionate
share (determined on the basis of a Member's Participating Percentage of the fair market value of
the Company). The fair market value of the Company shall be determined by using any one of the
three following methods that results in the highest value: (i) sixty-five percent (65%) of the total
Member's equity reflected on the books and records of the Company, (ii) 25% of the 5-year
Average Profit (hereafter defined) of the Company, or (iii) the amount established by an
independent certified public accountant pursuant to the methodology and formula, including
discounts. For purposes hereof, the term "5-year Average Profit" means the average Net Profit for
the five most recent years ending prior to the year in which an event described in this Article 7 has

occurred.

21

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The parties have executed this Operating Agreement as of the date first above written.

COMPANY:

GRECO FAMILY HOLDINGS LLC,
an Illinois limited liability company

By: => a
Name: Eduardo E. Greco
Its: | Manager

Signature Page
36898056.1
AFM000096


(Signature of Purchasing Party)

HTL 00156174 Exhibit B

AFM000170


of a majority of all of the Managers shall be required for the Manager to take any action permitted
to be taken under this Operating Agreement or the Act.

3.2 Number, Tenure, Designation and Qualifications. As of the date hereof, the
Company shall have one (1) Manager: Eduardo Greco. The Manager shall hold office until its
resignation, removal from office or inability to serve. The Manager may be replaced by the
Members holding at least two-thirds (2/3) of the Membership Units. Managers need not be
Members of the Company.

3.3 Authority of Manager. Except as provided in Section 3.6, and without limiting the
generality of Section 3.1, the Manager shall have power and authority, on behalf of the Company

to:

(a) Acquire property from any Person as the Manager may determine, whether
or not such Person is directly or indirectly affiliated or connected with any Manager or
Member;

({b) Pledge, encumber, and allow or cause security interests to be placed on any
and all assets of the Company;

(c) Hire or fire any and all employees, agents, or contractors for the Company;

(d) Enter into or terminate employment agreements or other compensation
arrangements;

(e) Modify or make distributions to the Members;

(f) Borrow money for the Company from banks, other lending institutions, the
Manager, Members, or Affiliates of the Manager or Members or refinance any debts or
obligations of the Company;

(g) Hypothecate, encumber and grant any security interest in any of the assets
of the Company to secure repayment of borrowed sums;

(h) Purchase liability and other insurance to protect the Company's property
and business or for any other reason the Manager in their sole discretion may determine;

(i) Enter into or settle any litigation, arbitration or other similar proceeding
involving the Company;

0) Make any decision related to the tax status of the Company, or any actions
involving tax issues;

(k) — Hold and own Company real and personal properties in the name of the
Company;

() Invest Company funds in time deposits, short-term governmental
obligations, commercial paper or other investments;

36898056.1
AFM000075


the bankruptcy or insolvency of a Member, the dissolution of a Member, or such other events as
set forth in Section 35-45 of the Act.

1.14 Distributable Cash. "Distributable Cash" shall mean all cash, revenues and funds
received by the Company from Company operations, less the sum of the following to the extent
paid or set aside by the Company: (a) all principal and interest payments on indebtedness of the
Company and all other sums paid to lenders; (b) all cash expenditures incurred in the normal
operation of the Company's business; and (c) Reserves as the Manager deems reasonably necessary
for working capital and to pay taxes, insurance, debt service and other costs or expenses incident
to the ownership and operation of the business of the Company.

1.15 Economic Interest. "Economic Interest" shall mean a Member's or Economic
Interest Owner's share of the Company's Net Profits, Net Losses and distributions of the
Company's assets pursuant to this Operating Agreement and the Act, but shall not confer any right
to participate in the management or affairs of the Company, including, the right to vote on, consent
to or otherwise participate in any decision of the Mcmbers or Manager.

1.16 Economic Interest Owner. "Economic Interest Owner" shall mean the owner of an
Economic Interest who is not a Member.

1.17 Economic Interest Units. "Economic Interest Units" shall mean ownership interests
in the Company held by Economic Interest Owners. Economic Interest Units shall have an
Economic Interest only. Subject to the provisions herein, each Economic Interest Unit has equal
rights with every other Membership Unit and Economic Interest Unit with respect to sharing of
profits and losses and with respect to distributions. An Economic Interest Unit may be diluted if
the Company issues additional Units.

1.18 Entity. "Entity" shall mean any general partnership, limited partnership, limited
liability company, corporation, joint venture, trust, business trust, cooperative, association, foreign
trust or foreign business organization.

1.19 Fiscal Year. "Fiscal Year" shall mean the Company's fiscal year as determined by
the Manager. The initial Fiscal Year shall be the calendar year.

1.20 Intentionally Omitted.

1.21 Majority Interest. "Majority Interest" shall mean the Members holding in the
aggregate in excess of sixty-six and 67/100ths percent (66.67%) of all Membership Units
outstanding at the time of any determination.

1.22 Manager. "Manager" or "Managers" shall mean one (1) or more managers who
have the authority to manage the Company in accordance with the provisions of this Operating

Agreement.

1.23. Member. "Member" shall mean each owner of a Membership Interest who executes
a counterpart of this Operating Agreement as a Member and each of the parties who may hereafter
become Members. If a Person is a Member immediately prior to the purchase or other acquisition
by such Person of an Economic Interest, such Person shall have all the rights of a Member with

3

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6.2 Distributions.

(a) Subject to the restrictions of Section 6.3, to the extent that the Company
reports a Net Profit and said Net Profit is allocated to the Members, then the Company shall
be required to distribute to the Members an amount equal to the product of said sum and
the sum of the highest federal and applicable state marginal income tax rates. In
determining the highest applicable rate, the Company shall apply the rates of the state
which taxes a Member at the highest income tax rates. All such distributions shall be made
to Members pro rata, in proportion to the amount of profit allocated to each Member.

(b) Subject to the restrictions of Section 6.3, the Manager, in its sole discretion,
may authorize, and the Company may make, additional distributions to the Members and
the Economic Interest Owners. The distribution of any Distributable Cash pursuant to this
Section 6.2(c) shall be distributed in accordance with the following priority:

(0) first, repayment of Members' and Economic Interest Owners’ loans
to the Company, plus any accrued interest.

(ii) then, payments to the Members and Economic Interest Owners in
proportion to their Participating Percentages.

(d) All amounts withheld pursuant to the Code or any provisions of state or
local tax law with respect to any payment or distribution to the Members or Economic
Interest Owners from the Company shall be treated as amounts distributed to the relevant
Member or Economic Interest Owner pursuant to Section 6.2(c).

(e) Except as provided by law or as expressly provided in this Operating
Agreement, upon dissolution, each Member shall look solely to the assets of the Company
for the return of the Member's Capital Contribution. If the Company property remaining
after the payment or discharge of the debts and liabilities of the Company is insufficient to
retum the cash contribution of one or more Members, such Member or Members shall have
no recourse against any other Member, except as otherwise provided by law.

6.3 Limitation Upon Distributions.

(a) For each fiscal year of the Company, unless otherwise determined by the
Manager, no distributions shall be made until the Company's Reserves are equal to at least
one hundred thousand dollars ($100,000), or such larger amount as may be determined by
Manager from time to time in its sole and absolute discretion.

(b) No distributions or return of Capital Contributions shall be made and paid
if, after the distribution or retum of Capital Contribution is made, the Company would be
insolvent or the net assets of the Company would be less than zero. In addition, no
Distributable Cash shall be distributed until all Company's debt is paid in full.

(c) The Manager may base a determination that a distribution or retum of
Capital Contribution may not be made as a result of Section 6.3(a) or Section 6.3(b) in
good faith reliance upon a balance sheet and profit and loss statement of the Company

15

36898708.1
AFM000048


AMENDED AND RESTATED
OPERATING AGREEMENT
OF
GRECO EG THREE LLC

This Agreement is made and entered into as of the 1* day of January, 2019 (the
“Effective Date"), by and among Eduardo E. Greco, (the "Manager"), and the persons
whose names are set forth on the signature page of this Agreement and designated thereon
as "Members" (the Members are sometimes referred to herein collectively as the
"Members" or the "parties" or individually as a "Member" or a "party").

WITNESSETH:

WHEREAS, the parties hereto entered into an Operating Agreement dated December
16, 1998 (the “Original Operating Agreement”), which Original Operating Agreement is
being amended and restated in its entirety solely for the purpose of updating the signatures
of the Members set forth herein; and

WHEREAS, the parties hereto are desirous of creating a limited liability company
under the laws of the State of Illinois;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
and other good and valuable consideration, the receipt, adequacy and sufficiency of which
are hereby acknowledged by the parties, the parties agree as follows:

ARTICLE I
Formation of Company

1.1 Statutory Authority. The parties by these presents do hereby agree to form a
limited liability company (the "Company") under and pursuant to the provisions of the
Illinois Limited Liability Company Act, as amended from time to time (805 ILCS 180/11
et seq.) (the "Act"). The rights and obligations of the Company and the Members shall,
except as otherwise provided herein, be governed by the Act.

1.2 Filings. Concurrently with the execution of this Agreement, the Manager shall
execute and file Articles of Organization conforming to the requirements of the Act in the
Office of the Secretary of State of the State of Illinois (the "Office of the Secretary of
State"), and the Manager shall make such other filings and recordings and do such other
acts and things conforming thereto as shall constitute compliance with all requirements for
the formation of a limited liability company under the Act and the laws of such other states
in which the Company elects to do business.

ARTICLE I
Name

The name of the Company shall be the name set forth in the heading of this
Agreement. The affairs of the Company shall be conducted under the Company name or
such other name as the Manager may, in its discretion, select in accordance with the Act.
The Manager shall execute and file with the proper offices any and all certificates

AFM000117


giving written notification to the Involuntary Transferee and the Member within thirty (30)
days after the expiration of the Company Notice Period (the "Remaining Members Notice
Period").

(d) In the event of a purchase of a Membership Interest pursuant to this Section
7.8, a portion of the purchase price for such Membership Interest equal to twenty-five
percent (25%) thereof shall be paid in cash at the closing of the transaction. The remaining
portion of the purchase price shall be deferred and payable, together with interest on the
unpaid balance from time to time at the Minimum Rate, in sixty (60) equal installments of
principal and interest, the first installment being due and payable on the thirtieth day
following the date of closing of the sale, and subsequent installments being due on the same
day of each succeeding month until the remaining unpaid balance plus interest accrued
thereon has been paid in full. The indebtedness of each purchaser shall be evidenced by
his, her or its promissory note payable to the order of the selling party. Each such
promissory note shall be in substantially the form set forth in Exhibit B attached hereto.

(e) The failure of the Manager, remaining Members and the Company to notify
the Involuntary Transferee of their desire to exercise their rights to purchase the
Involuntarily Transferred Interest at or prior to the end of the Remaining Members Notice
Period shall result in the termination of the right to purchase and the Involuntary Transferee
may retain such Involuntarily Transferred Interest in the form of an Economic Interest, and
shall have no right to participate in the management of the business or affairs of the
Company or become a Member except as set forth in Section 7.5.

7.9  Qptions Upon Dissociation. A Member may not withdraw or dissociate from the
Company, except as permitted herein. In the event of the Dissociation, for any reason
("Terminating Event"), of any Member (a "Dissociated Member"), the Manager, remaining
Members and the Company shall have the option to acquire the Dissociated Member's Membership
Interest, including the Economic Interest of each donee of the Dissociated Member as follows:

(a) The Manager shall have the right to purchase all, or any portion, of the
Membership Interest of the Dissociated Member by giving written notification to the
Dissociated Member within ninety (90) days after the Terminating Event (the "Manager
Dissociation Response Period").

(b) If the Manager fails to exercise its option, then the Company shall have the
right to purchase the remaining Membership Interest of the Dissociated Member by giving
written notification to the Dissociated Member within thirty (30) days after the expiration
of the Manager Dissociation Response Period (the "Company Dissociation Response
Period").

(c) If the Company fails to exercise its option, then the remaining Members on
a basis pro rata to their Membership Units or upon such other basis they shall mutually
agree shall have the right to purchase the remaining Membership Interest of the Dissociated
Member by giving written notification to the Dissociated Member within thirty (30) days
after the expiration of the Company Dissociation Response Period (the "Remaining
Members Dissociation Response Period").

20

36898708.1
AFM000053


GSI FAMILY OFFICE LLC
OPERATING AGREEMENT

THIS OPERATING AGREEMENT ("Operating Agreement") is made and entered into as
of the 38° day of November, 2016, by and among GSI FAMILY OFFICE LLC, a Delaware limited
liability company (the "Company"), the manager and the members set forth on attached Exhibit A.

WHEREAS, the Company was formed as a Delaware limited Liability Company on
November 3, 2016;

WHEREAS, the parties hereto desire to enter into this Operating Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein and
other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

ARTICLE 1 - DEFINITIONS
The following terms used in this Operating Agreement shall have the following meanings:

1.1 Act. The "Act" shall mean the Delaware Limited Liability Company Act, as it may
be amended from time to time.

1.2 Affiliate. "Affiliate" shall mean: (1) any Person directly or indirectly controlling,
controlled by or under common control with another Person; (2) a Person owning or controlling
ten percent (10%) or more of the outstanding voting securities of such othcr Person; (3) any officer,
director, partner, spouse, parent, or lineal descendant of such other Person; and (4) if such other
Person is an officer, director or partner, any company or partnership for which such Person acts in
any capacity.

1.3 Agreed Value. “Agreed Value” is defined in Section 7.11.

1.4 Capital Account. "Capital Account" shall mean as of any given date the account
maintained for each Member pursuant to Article 5.

1.5 Capital Contribution. “Capital Contribution" shall mean any contribution to the
capital of the Company in cash or property by a Member whenever made.

1.6 Capital Interest. “Capital Interest" shall mean as of any given date the proportion
that a Member's positive Capital Account bears to the aggregate positive Capital Accounts of all
Members whose Capital Accounts have positive balances as of such date.

1.7 Certificate of Formation. The "Certificate of Formation” shall mean the Certificate
of Formation as filed with the Secretary of State of Delaware, as amended from time to time.

1.8 Code. The "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, or corresponding provisions of subsequent superseding federal revenue laws.

HTL 00156174

36895652.1
AFM000138


represented to be correct by the Person having charge of its books of account or certified
by an independent public or certified public accountant or firm of accountants to fairly
reflect the financial condition of the Company.

(d) No distributions or return of Capital Contributions shall be made or paid if,
at the time of the distribution or return of Capital Contribution, the Company is party to an
agreement or agreements with third party lenders which prohibit the making or payment of
distributions or the return of Capital Contributions. If the Company is a party to an
agreement with third party lenders which restricts the time or amount of distributions or
return of Capital Contributions, any distributions or retum of Capital Contributions shall
not be approved, made or paid in excess or in violation of such restrictions.

6.4 Withdrawal or Reduction of Contributions.

(a) A Member shall not receive out of the Company's property any part of the
Member's Capital Contribution until all liabilities of the Company, except liabilities to
Members 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 nature of the Member's Capital Contribution,
has only the right to demand and receive cash in return for such Capital Contribution.

(c) | Upon a Dissociation of a Member, the purchase of a Membership Interest
shall be governed by Article 7.

ARTICLE 7
MEMBERSHIP CERTIFICATES AND TRANSFERABILITY

7.1 Certificates for Membership Interest. The Company may issue, in such form as
deemed appropriate, membership interest certificates to represent Membership Interests in the
Company. Such membership certificates issued shall be signed by such Persons as are authorized
by the Manager.

7.2. Restrictions on Transfer. Except as otherwise specifically provided in this Article
7, neither a Member nor an Economic Interest Owner shall have the right to Transfer all or any
part of the Member's Membership Interest or the Economic Interest Owner's Economic Interest.

73 Transfers on Company Books. All Transfers of whatever nature of interests in the
Company shall be made exclusively on the books of the Company in which such Transfers are
regularly recorded, and such Transfers may only be made in compliance with the restrictions and
requirements established by the Articles of Organization, this Operating Agreement, any
agreement entered into by and between the Members, and any provision of the laws of the State
of Illinois, as any such restrictions and requirements shall exist from time to time.

7.4 Intentionally Omitted.
7.5 Right of First Refusal.

16

36898708.1
AFM000049


(b) Require an additional Capital Contribution from any Member without its
consent;

{c) Amend the Operating Agreement of the Company in any manner which
would affect the contents of this Section 3.6;

(d) Sell, exchange, or otherwise dispose of, finance or refinance all, or
substantially all of the assets of the Company as part of a single transaction or plan and sell
exchange or otherwise dispose of substantially all of the assets of the Company;

(e) Voluntarily dissolve the Company, unless all or substantially all of its non-
cash assets have been sold.

3.7 Tax Matters Partner. Eduardo Greco is designated the Tax Matters Partner"(as
defined in Code Section 6231), and is authorized and required to represent the Company (at the
Company's expense) in connection with all examinations of the Company's affairs by tax
authorities, including, without limitation, administrative and judicial proceedings, and to expend
Company funds for professional services and costs associated therewith. The Members agree to
cooperate with each other and to do or refrain from doing any and all things reasonably required
to conduct such proceedings.

3.8 Liability for Certain Acts. Manager shall perform all duties as Manager in good
faith, in a manner reasonably believed to be in the best interests of the Company, and with 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
by 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.

3.9 Resignation. A Manager of the Company may resign at any time by giving written
notice to the Members. The resignation of a Manager shall take effect upon receipt of notice thereof
orat such later date specified in such notice; and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective. The resignation of a Manager who
is also a Member shall not affect the Manager's rights as a Member and shall not constitute a
Dissociation.

3.10 Indemnification by Company. The Company shall indemnify the Manager for
liability it may incur in its capacity as Manager of the Company.

3.11 No Exclusive Duty to Company. Except as otherwise agreed to between Company
and Manager, a Manager shall not be required to manage the Company as the Manager's sole and
exclusive function and a Manager may have other business interests and engage in activities in
addition to those relating to the Company. A Manager and its Affiliates may engage in or possess
any interests in other business ventures of any kind, independently or with others, including but
not limited to engaging in other ventures having a purpose similar to that of the Company. The
fact that the Manager or any Affiliate may encounter and take advantage of opportunities to do
any of the foregoing themselves or on behalf of others in whom they may or may not have an
interest shall not subject the Manager or any Affiliate to any liability to the Company or any of the
Members or Manager on account of any lost opportunity. None of the Company, any Member, any

9

36898056.1
AFM000078


Operating Agreement, (whether such Person is to be admitted as a new Member or
an Economic Interest Owner); and

(iii) assure compliance with any applicable state and federal laws
including securities laws and regulations.

(e) Any permitted Transfer of an Economic Interest or admission of a Member
in compliance with this Article 7 shall be deemed effective as of the end of the calendar
month in which the remaining Members' consent thereto was given, or, if no such consent
was required, then on such date that the donee or successor in interest complies with the
conditions set forth in Section 7.5(d). The Transferring Member agrees, upon request of
the remaining Members, to execute such certificates or other documents and to perform
such other acts as may be reasonably requested by the remaining Members from time to
time in connection with the Transfer. The Transferring Member hereby agrees to indemnify
the Company and the remaining Members 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 7.

7.6 Option Upon Involuntary Transfer.

(a) If a Member's Membership Interest or Economic Interest is Transferred by
operation of law (an "Involuntary Transfer") to any Person other than the Company or a
Permitted Transferee (such as but not limited to a Member's trustee in bankruptcy or to a
purchaser at any creditor's or court sale) (an "Involuntary Transferee"), the Company, for
sixty (60) days following the receipt of actual notice of the Transfer (the "Notice Period"),
shall have an option to purchase all or any portion of the Membership Interest or Economic
Interest subject to the Involuntary Transfer (the "Involuntarily Transferred Interest"). Such
option shall be exercised by written notice to the Member and the Involuntary Transferee.
The purchase price of such Involuntarily Transferred Interest by the remaining Members
shall be the Agreed Value.

(b) If the Company fails to exercise its options to purchase all of the
Involuntarily Transferred Interest, the remaining Members on a basis pro rata to their
Membership Units or upon such other basis they shall mutually agree shall have the right
to purchase the remaining Involuntarily Transferred Interest, for the Agreed Value, by
giving written notification to the Involuntary Transferee and the Member within thirty (30)
days after the expiration of the Notice Period (the "Remaining Members Notice Period").

(c) In the event of a purchase of a Membership Interest pursuant to this Section
7.6, a portion of the purchase price for such Membership Interest equal to twenty-five
percent (25%) thereof shall be paid in cash at the closing of the transaction. The remaining
portion of the purchase price shall be deferred and payable, together with interest on the
unpaid balance from time to time at the Minimum Rate, in sixty (60) equal installments of
principal and interest, the first installment being due and payable on the thirtieth day
following the date of closing of the sale, and subsequent installments being due on the same
day of each succeeding month until the remaining unpaid balance plus interest accrued
thereon has been paid in full. The indebtedness of each purchaser shall be evidenced by

19

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AFM000088


of such resignation shail not be necessary to make it effective. The resignation of a Manager who
is also a Member shall not affect the Manager's rights as a Member and shall not constitute a
Dissociation.

3.10 Indemnification by Company. The Company shall indemnify the Manager for
liability it may incur in its capacity as Manager of the Company.

3.11 No Exclusive Duty to Company. Except as otherwise agreed to between Company
and Manager, a Manager shall not be required to manage the Company as the Manager's sole and
exclusive function and a Manager may have other business interests and engage in activities in
addition to those relating to the Company. A Manager and its Affiliates may engage in or possess
any interests in other business ventures of any kind, independently or with others, including but
not limited to engaging in other ventures having a purpose similar to that of the Company. The
fact that the Manager or any Affiliate may encounter and take advantage of opportunities to do
any of the foregoing themselves or on behalf of others in whom they may or may not have an
interest shall not subject the Manager or any Affiliate to any liability to the Company or any of the
Members or Manager on account of any lost opportunity. None of the Company, any Member, any
Manager, or the holder of any interest in the Company shall have any right by virtue of this
Operating Agreement or the relationship created hereby in or to any other such ventures or
activities, or to the income or profits derived therefrom, and the pursuit of such ventures, even if
competitive with the business of the Company shall not be deemed wrongful or improper.

3.12 Removal. At a meeting called expressly for that purpose, all or any lesser number
of Managers may be removed at any time, with or without cause, by Members holding two- thirds
(2/3) of the Membership Units of all Members. The removal of a Manager who is also a Member
shall not affect the Manager's rights as a Member and shall not constitute a Dissociation.

3.13. Vacancies. Any vacancy occurring for any reason in the number of Manager of the
Company may be filled by the affirmative vote of Members holding at least two- thirds (2/3) of
the Membership Units.

ARTICLE 4
RIGHTS AND OBLIGATIONS OF MEMBERS

4.1 Limitation of Liability. Each Member's liability shall be limited as set forth in this
Operating Agreement, the Act and other applicable law. A Member shall not be personally liable
for any debts or losses of the Company beyond the Member's Capital Contribution or as otherwise
provided herein or required by law.

4.2 Dissociation by Members.

(a) Before the dissolution of the Company, any voluntary Dissociation by a
Member without the prior written consent of the remaining Members holding two-thirds
(2/3) of the remaining Membership Units shall be a wrongful Dissociation.

(b) If a Member Dissociates before the dissolution of the Company, and the
Dissociation results from volitional conduct of the Member that could reasonably be

10

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AFM000043


rights and remedies in law and in equity that they may have, shall be entitled to a decree or
order restraining and enjoining such application, action or proceeding.

ARTICLE XII
Amendments

Amendments to this Agreement and/or the Articles of Organization shall be made only
upon the unanimous written consent of all of the Members.

ARTICLE XIV
Notices e

All notices, offers or other communications required or permitted to be piven
pursuant to this Agreement shall be in writing and shall be considered as properly given
or made upon personal delivery or on the third business day following mailing from
within the United States by first class United States mail, postage prepaid, certified mail
tetum receipt requested, and addressed to the address of the Company set forth in
Section 4.1, if to the Company, and to the address beneath a Member's name on the
signature pages hereto, if to a Member. Any Member may change its address by giving
15 days advance written notice stating its new address to the Company. Commencing
with the giving of such notice, such newly designated address shall be such Member's
address for purposes of all notices or other communications required or permitted to be
given pursuant to this Agreement.

ARTICLE XV
General Provisions

15.1 Further Assurances. Each of the Members shall here-after execute and deliver
such further instruments and do such further acts and things as may be required or useful to
carry out the intent and purpose of this Agreement and as are not inconsistent with the
terms hereof.

15.2 Successors. This Agreement and all the terms and provisions hereof shall be
binding upon and shall inure to the benefit of all Members and their legal representatives,
heirs, successors and permitted assigns, except as expressly herein otherwise provided.

15.3 Governing Law. This Agreement shall be construed in conformity with the laws
of the State of Illinois, as applied to agreements among Illinois residents made and to be
performed entirely within Illinois. The Company and each Member agree that any dispute
among or between them conceming the Company or this Agreement shall be litigated
either in the United States District Court for the Norther District of Illinois or in the
Circuit Court of Cook County, Illinois. In any such proceeding, the Company and each
Member shall be deemed to have waived its right to a trial by jury.

15.4 Counterparts. This Agreement may be executed in counterparts, each of which
shall be an original, but all of which shall constitute one and the same instrument.

B

AFM000129


ARTICLE XI
Withdrawals, Priorities and Loans

11.1. Withdrawals. No Member (including the Manager) shall be entitled to
receive any money or property from the Company except (a) by way of distributions
upon the winding up of the Company pursuant to Article XII, (b) as provided in Section
7.6, (c) in respect of any bona fide loans to the Company then due and owing and (d) as
expressly provided elsewhere in this Agreement. .

11.2 Priorities. Except as expressly provided in this Agreement to the contrary, no
Members shall have a priority right as to withdrawals, distributions or the retum of
contributions.

11.3 Interest. During the term of the Company, no interest shall be allowed to any
Member upon the amount of its Capital Account. In the event that the Company shall
borrow any funds from any Member above and beyond such Member's Capital Account,
such Member shall be paid such interest as shail then be agreed and such loan shall be
accounted for as a liability of the Company.

ARTICLE XII
Winding Up

12.1 Liquidation Procedures. Upon termination of the Company pursuant to
Article V, the affairs of the Company shall be wound up and the Company shall be
dissolved, unless the Members elect to continue the Company in accordance with Section
5.2(c). As part of the winding up of the Company, a proper accounting shall be made of
the profit or loss of the Company from the date of the last previous accounting to the date
of termination, and the Capital Account of each Member shall be appropriately adjusted.

12.2. Distribution on Winding Up. In the event of the winding up of the
Company for any reason, the proceeds of liquidation shall be applied by the end of the
taxable year in which the liquidation occurs or, if later, within 90 days after the date of
such liquidation, in the following rank and order:

(a) To the creditors of the Company, including Members who are creditors, in
satisfaction of liabilities of the Company, all in the order of priority and to the extent
provided by law.

(b) To each Member, the amount of its positive Capital Account (after all Capital
Account adjustments for the Fiscal Year during which the liquidation occurs).

12.3 Partition. No Member shall have the right to partition any property of the
Company during the term of this Agreement, nor shall any Member make application to
any court of authority having jurisdiction in the matter or commence or prosecute any
action or proceeding for such partition and the sale thereof, and upon any breach of the
provisions of this Section by any Member, the other Members, in addition to all of the

12
AFM000113


to time. All withdrawals therefrom shall be made upon the signature of such person or
persons as the Manager may designate.

8.4 Proscriptions. Without the written consent or ratification of all of the Members,
the Manager shall have no authority to expend or use Company money or property other
than on the account and for the benefit of the Company or to pledge any of the Company's
credit or property for other than Company purposes.

8.5 Management Fees. During the term of the Company, the Manager shall be
entitled, in addition to the share of profits, distributions and reimbursements provided
elsewhere in this Agreement, to a reasonable management fee.

8.6 Expenditures by Manager. The Company shall reimburse the Manager for any
costs that may be properly expended by the Manager on behalf of the Company. The
Company shall pay compensation for accounting, administrative, legal, technical and
management services rendered to the Company. All of the aforesaid expenditures shall
be made on behalf of the Company and each Member, including the Manager, shall be
entitled to reimbursement by the Company for any expenditures meurred by such
Member on behalf of the Company which is made other than out of funds of the

Company.

8.7 Potential Conflicts. The Manager shall cause so much time to be devoted to the
business of the Company as, in its judgment, the conduct of the Company's business shall
reasonably require. Any Member (including the Manager) may engage in business
ventures of any nature and description independently or with others, including, but not
limited to, business of the character described in Article III (or any part thereof), and
neither the Company nor any of the Members shall have any rights in or to such
independent ventures or the income or profits derived therefrom. Nothing in this
Agreement shall obviate any state law fiduciary duties by which the Manager is
otherwise bound.

8.8 Liability of Manager. The Manager (which for purposes of this Section 8.8 and
Section 8.9 shall include its partners, officers, directors, shareholders, members, managers,
employees, agents and affiliates) shall not be liable to a Member or the Company for
honest mistakes of judgment, or for action or inaction, taken reasonably and in good faith
for a purpose that was reasonably believed to be in the best interests of the Company, or for
losses due to such mistakes, action or inaction, or for the negligence, dishonesty or bad
faith of any employee, broker or other agent of the Company, provided that such employee,
broker or agent was selected, engaged or retained and supervised with reasonable care. The
Manager may consult with counsel and accountants in respect of Company affairs and be
fully protected and justified in any action or inaction that is taken in accordance with the
advice or opinion of such counsel or accountants, provided that they shall have been
selected with reasonable care. The Members shall look solely to the assets of the Company
for the return of their capital and, if the assets of the Company remaining after payment or
discharge of the debts and liabilities of the Company are

AFM000122


in the Company having to register as an investment company under the Investment
Company Act of 1940, as amended, or (vi) require the Company, the Manager or any
affiliate to register as an investment advisor under the Investment Advisers Act of
1940, as amended, (B) is consummated pursuant to all of the terms and conditions set
forth in the Offer, including but not limited to the purchase price and terms of payment
for the Offered Interest, or on terms and conditions not more favorable to the offeror
purchaser, and (C) is closed within 65 days of the date the Offer was originally
received by the offeree Member or on such later date certain for closing contained in
the Offer. The purchaser of the Offered Interest shall, to the extent of the interest
acquired, be entitled only to the predecessor Member's rights, if any, in the capital,
profits and losses and distributions of the Company, and no such person shall have any
right to participate in the management of the affairs of the Company or vote on any
Company matter without the consent of the Manager.

10.4 General Provisions. The following rules shall apply to transfers of Company
interests and the admission of additional persons to the Company:

(m)No person shall be admitted as an additional Member hereunder unless and
until (i) in the case of an assignment of an interest in the Company permitted hereby,
the assignment is made in writing, signed by the assignor and accepted in writing by
the assignee, and a duplicate original of the assignment is delivered to and accepted by
the Manager, (ii) the prospective Member executes and delivers to the Company a
written agreement, in form and substance satisfactory to the Manager, pursuant to
which said person agrees to be bound by and confirms the covenants, representations
and warranties contained herein and (iii) an appropriate amendment hereto is executed
and, if required, filed of record.

{n) Any person acquiring or claiming an interest in the Company, in any manner
whatsoever, shall be subject to and bound by all terms, conditions and obligations
hereof to which its predecessor in interest, if any, was subject or bound, without
regard to whether such person has executed a counterpart hereof or any other
document contemplated hereby. Notwithstanding anything else contained in this
Agreement, an assignee of an interest in the Company shall only be entitled to a share
of the Company's profits, losses and distributions, and shall acquire the rights of a
Member, until the requirements of this Section 10.4 are satisfied. No person, including
the legal representatives, heirs or legatees of a deceased Member, shall have any rights
or obligations greater than those set forth herein and no person shall acquire an
interest in the Company or become a Member except as permitted hereby.

(0) The effective date of such assignment or admission shall be not earlier than the
date that the documents specified in paragraph (a), above, are delivered to and accepted
by the Manager.

il

AFM000127


the intent that this Section 5.4(b) be interpreted to comply with the alternate test for
economic effect set forth in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations.

5.5 Interest On and Return of Contributions. No Member or Economic Interest Owner
shall be entitled to interest on its Capital Contribution or to return of its Capital Contribution.

5.6 Accounting Principles. The profits and losses of the Company shall be determined
in accordance with generally accepted accounting principles applied on a consistent basis using
the method of accounting selected by the Manager.

5.7 Loans to Company. Nothing in this Operating Agreement shall prevent any
Member or Economic Interest Owner from making secured or unsecured loans to the Company by
agreement with the Company.

5.8 Accounting Period. The Company's accounting period shall be the Fiscal Year.
ARTICLE 6 - ALLOCATIONS AND DISTRIBUTIONS

6.1 Allocations of Profits and Losses. Except as otherwise provided in this Agreement
to the contrary or as determined by the Company's regularly employed accountant in accordance
with the applicable law, Net Profits and Net Losses of the Company for each Fiscal Year will be
allocated in proportion with the Participating Percentages of the Members and Economic Interest

Owners.

6.2 Distributions.

(a) Subject to the restrictions of Section 6.3, to the extent that the Company
reports a Net Profit and said Net Profit is allocated to the Members, then the Company shall
be required to distribute to the Members an amount equal to the product of said sum and
the sum of the highest federal and applicable state marginal income tax rates. In
determining the highest applicable rate, the Company shall apply the rates of the state
which taxes a Member at the highest income tax rates. All such distributions shall be made
to Members pro rata, in proportion to the amount of profit allocated to each Member.

(b) Subject to the restrictions of Section 6.3, the Manager, in its sole discretion,
may authorize, and the Company may make, additional distributions to the Members and
the Economic Interest Owners. The distribution of any Distributable Cash pursuant to this
Section 6.2(b) shall be distributed in accordance with the following priority:

(i) first, repayment of Members’ and Economic Interest Owners’ loans
to the Company, plus any accrued interest.

(ii) then, payments to the Members and Economic Interest Owners in
proportion to their Participating Percentages.

(c) All amounts withheld pursuant to the Code or any provisions of state or
local tax law with respect to any payment or distribution to the Members or Economic

HTL 00156174 14

36895652.1
AFM000151


including all compensation amounts for employment, consulting and non-
competition agreements paid to the remaining Members and/or the Company,
divided by the number of Units issued and outstanding immediately prior to the sale
of the Offered Interest to the remaining Members and/or the Company.

7.5 Transferee Not Member in Absence of Consent.

(a) Notwithstanding anything to the contrary contained herein if, immediately
prior to the Transfer, the Members holding two-thirds (2/3) of the Membership Units of all
Members who are not the Transferring Member do not approve, in writing, the proposed
Transfer of an Economic Interest or Membership Interest to a non-Member Transferee,
then the proposed Transferee 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 be
merely an Economie Interest Owner. No Transfer of a Member's interest in the Company
shall be effective unless and until written notice (including the name and address of the
proposed Transferee and the date of such Transfer) has been provided to the Company and
the non-Transferring Member(s).

(b) Upon and contemporaneously with any Transfer of a Transferring
Member's Economic Interest in the Company which does not at the same time Transfer the
balance of the rights associated with the Membership Interest of the Transferring Member
(including, without limitation, the rights of the Transferring Member to participate in the
management of the business and affairs of the Company), all remaining rights and interests
which were owned by the Transferring Member immediately prior to such Transfer or
which were associated with the Transferred Economic Interest shall immediately lapse
until either: (i) the written reinstatement of the rights to the transferee Economic Interest
Owner by unanimous consent of the remaining Members; or (ii) the written reinstatement
of such rights to a successor or Transferee of such Economic Interest Owner by unanimous
consent of the remaining Members.

(c) The restrictions on Transfer contained in this Section 7.5 are intended to
comply (and shall be interpreted consistently) with the restrictions on transfer as set forth
in the Act.

(d) As a condition to the recognition by the Company of the effectiveness of a
Transfer of a Member's Membership Interest or Economic Interest Owner's Economic
Interest in the Company, the Transferring Member, the proposed purchaser, donee or
successor-in-interest, as the case may be, shall execute, acknowledge and deliver to the
Company such instruments of transfer, assignment and assumption and such other
certificates, representations and documents, and shall perform all such other acts which the
remaining Members may deem necessary or desirable to:

(i) verify the Transfer;

(ii) _ confirm that the Person desiring to acquire an Economic 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 terms, obligations and conditions of this

HTL 00156174 18

36895652.1
AFMO000155


Request No.3: To the extent any members of AFM are not natural persons or corporations,
all documents sufficient to show the identity and citizenship of all partnerships, organizations,
limited liability companies, trusts or other entities constituting the members of AFM, and the
identity and citizenship of all of their respective members and trustees, including those of all
members of members in succession, until all natural persons who have direct or indirect
ownership of AFM or who act as trustee for any trusts that have direct or indirect ownership of
AFM are identified and their citizenship is disclosed.

RESPONSE: AFM objects to this request on the grounds that it is overbroad, unduly
burdensome, and not reasonably calculated to lead to the discovery of admissible evidence.
Subject to its objections, AFM will produce an organizational chart identifying its members and
the members of its members, in succession, and the operating agreements for the limited liability
company members of AFM and its members, as applicable. Further answering, AFM is
disclosing the identity of the trustees of any trusts identified in the organizational chart, along
with the permanent address of each such trustee, in responses to interrogatories served

contemporaneously herewith.

Request No.4: The flow chart of the members and managers of AFM, along with their
addresses, referred to by counsel for AFM in his email of October 15, 2020.

RESPONSE: AFM will produce a corrected version of its previously produced organizational

chart (as referenced in response to Request No. 3).

2.


(vii) any written consents obtained from Members for actions taken by
Members without a meeting;

(viii) other than as set forth in the Articles of Organization or herein, a
writing prepared by the Manager setting out the following: (A) the times at which
or events on the happening of which any additional contributions agreed to be made
by each Member and Economic Interest Owner are to be made; (B) any right of a
Member or Economic Interest Owner to receive distributions that include a return
of all or any part of the Member or Economic Interest Owner's contributions; and
any power of a Member or Economic Interest Owner to grant the right to become
an assignee of any part of the Member's or Economic Interest Owner's interest, and
the terms and conditions of the power.

(b) The Manager shall cause the preparation and timely filing of all tax returns
required to be filed by the Company pursuant to the Code and ail other tax returns deemed
necessary and required in each jurisdiction in which the Company does business. Copies
of such returns, or pertinent information therefrom, shall be furnished to the Members
within a reasonable time after the end of the Company's fiscal year upon a Member's written
request. Subject to Section 3.6, all elections permitted to be made by the Company under
federal or state laws shall be made by the Manager in their sole discretion, provided that
the Manager shall make any tax election permitted by law which is requested by the holders
of a Majority Interest.

3.5 Authority of Others.

(a) Unless authorized to do so by this Operating Agreement, no 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 any purpose.

(b) | No Member acting as a Member shall have any power or authority to bind
the Company unless the Member has been authorized by the Manager to act as an agent of
the Company in accordance with the provision of Section 3.5(a).

(c) No debt shall be contracted or liability incurred by or on behalf of the
Company except by the Manager, or to the extent permitted under the Act, by agents or
employees of the Company expressly authorized to contract such debt or incur such
liability by the Manager.

3.6 Limitation of Authority of Manager. Notwithstanding any other provision herein to
the contrary, a vote of the Members holding two-thirds (2/3) of the Membership Units of all
Members shall be required before any Manager shall:

(a) Admit a new Member to the Company or redeem any Member's interest in

the Company;
(b) Require an additional Capital Contribution from any Member without its
consent;
HTL 00156174 8
36895652.1

AFM000145


7.5 Tax Allocations. Except as otherwise required by the Code or the Treasury
Regulations promulgated thereunder, income, gain, loss, deduction, credit and other
items, as computed for Federal income tax purposes, shall be allocated among the
Members in the same manner as the corresponding book items are allocated pursuant to

Section 7.4. _ .

7.6 Distributions of Cash Flow. Unless otherwise agreed to by unanimous vote of
the Members, the Manager shall cause the Company to distribute its net Cash Flow to the
Members from time to time, first to the Members who contributed capital to the
Company, in proportion to the respective amounts contributed by each, and second, after
the capital contribution has been retumed to each Member as aforesaid, then to all of the
Members in proportion to the Members’ respective Membership Interest. The “cash
flow" of the Company for any Fiscal Year shall consist of all cash received by the
Company during that Fiscal Year from any source (other than proceeds from the sale,
exchange or other disposition of all or substantially all of the non-cash assets of the
Company, which shall be distributed in accordance with Article XII), less cash expended
for the debts and expenses of the Company, principal payments on any indebtedness of
the Company, capital expenditures and reasonable reserves otherwise required for the
Company business as determined by the Manager.

ARTICLE VIII
Rights, Duties, Liabilities and
Restrictions of the Manager
‘Eduardo E. Greco
8.1 Responsibility of the Manager. The Members do hereby elect «Manager as
Manager of the Company. The Manager shall serve until his resignation, removal from
office or inability to serve. The Manager shall have the sole and exclusive right to
manage, control and conduct the affairs of the Company and to do any and all acts on
behalf of the Company. The Manager shall make all decisions affecting the affairs and
business of the Company to the best of its ability and shall use its best efforts to carry out
the purposes of the Company as set forth herein.

8.2 Authority of Manager. Except as herein expressly restricted, the Manager shall
have all the rights and powers permitted under the applicable provisions of the Act. The
Manager has the absolute authority to sell, exchange, mortgage, pledge or otherwise
transfer or encumber all or substantially all of the Company's assets, including in a
transaction that is not in the ordinary course of business. Nothing herein contained shall
impose any obligation on any person or firm doing business with the Company to inquire
as to whether or not the Manager has exceeded its authority in executing any contract,
lease, mortgage, security agreement, deed or other instrument on behalf of the Company,
and any such third person shall be fully protected in relying upon such authority.

8.3 Bank Accounts. AlJI funds of the Company shall be deposited in the Company
name in such bank account or accounts as shall be designated by the Manager from time

AFM000106


ARTICLE | - DEFINITIONS .

1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1,12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29

36898056.1

Table of Contents

Affiliate... cccceecseesssesseesssessecsseessecsnesssesssesssuessunessnecsvesssscssuessueesuecsnesssessuessvecsnesseetsseeene 1
Agreed Value ........ ecccccsescsessssecssessseesseessseesseessessssussuesssessueesssiessuesseessecssessseessecssecanecsnecenee 1

Capital Account...
Capital Contributio:
Capital Interest...

Company Property or Property
Deficit Capital Account

Dissociating Member ..........scecsseecseecssesssessseesseesssessstessessnesssecssueesuecsseessessuecaseeseenvenseeesees
Dissociation. ...........cceceseesecssecsessessecsecsvssnssncesecsnssssavsssseesssecsnsesssnesseavesveaseasesseenrearearenseese 2

Distributable Cash
Economic Interes!

Economic Interest Owner

Economic Interest UMits.......cccsccssesseesseeesseesseesseessessesseseessecseeessessseeseesneeseessesssesneeenee 3

Membership Interest

Membership Unit:
Minimum Rate...

Net Profits and Losses .........cesscessessesseesesssessecsessucseeenessenscenrensereereeseenseseeaneaneaesensenseense 4
Operating Agreement... cccccccecsssesseessuessseessueessessseessecssssessesssecenneesnieanecneeneeeneeaessnee 4

Participating Percentage

Permitted Transfere:

AFM000066


(ii) confirm that the Person desiring to acquire an Economic 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 terms, obligations and conditions of this
Operating Agreement, (whether such Person is to be admitted as a new Member or
an Economic Interest Owner); and

(iii) assure compliance with any applicable state and fedcral laws including
securities laws and regulations.

(e) Any permitted Transfer of an Economic Interest or admission of a Member
in compliance with this Article 7 shall be deemed effective as of the end of the calendar
month in which the remaining Members’ consent thereto was given, or, if no such consent
was required, then on such date that the donee or successor in interest complies with the
conditions set forth in Section 7.6(d). The Transferring Member agrees, upon request of
the remaining Members, to execute such certificates or other documents and to perform
such other acts as may be reasonably requested by the remaining Members from time to
time in connection with the Transfer. The Transferring Member hereby agrees to indemnify
the Company and the remaining Members 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 7.

7.7 Intentionally Omitted.

7.8 Option Upon Involuntary Transfer.

(a) If a Member's Membership Interest or Economic Interest is Transferred by
operation of law (an "Involuntary Transfer") to any Person other than the Company or a
Permitted Transferee (such as but not limited to a Member's trustee in bankruptcy, to a
purchaser at any creditor's or court sale or to the guardian or conservator of an incompetent
Member) (an "Involuntary Transferee"), the Manager, for sixty (60) days following the
receipt of actual notice of the Transfer (the "Notice Period"), shall have an option to
purchase all or any portion of the Membership Interest or Economic Interest subject to the
Involuntary Transfer (the "Involuntarily Transferred Interest"). Such option shall be
exercised by written notice to the Member and the Involuntary Transferce. The purchase
price of such Involuntarily Transferred Interest by the remaining Members shall be the

Agreed Value.

(b) ‘If the Manager fails to exercise its options to purchase all of the
Involuntarily Transferred Interest, the Company shall have the right to purchase the
remaining Involuntarily Transferred Interest, for the Agreed Value, by giving written
notification to the Involuntary Transferee and the Member within thirty (30) days after the
expiration of the Notice Period (the "Company Notice Period").

(c) If the Company fails to exercise its options to purchase all of the
Involuntarily Transferred Interest, the remaining Members on a basis pro rata to their
Membership Units or upon such other basis they shall mutually agree shall have the right
to purchase the remaining Involuntarily Transferred Interest, for the Agreed Value, by

19

36898708.1
AFM000052


EXHIBIT B

INSTALLMENT PROMISSORY NOTE

(insert closing date)

20
FOR VALUE RECEIVED, on or before (insert final installment date)
the undersigned promises to pay to the order of (insert name of selling party)
the principal sum of (8. (insert amount of deferred portion of

the purchase price), together with interest from the date hereof at the rate of
percent %) per annum on the principal balance from time to time unpaid. The said principal
and interest shall be payable in installments as hereinafter provided.

(a) Commencing on ,20___ (insert date 30 days following
closing or other agreed upon payment date), and on the day of each month thereafter for
consecutive months to and _ including > 20__, the sum of

(8 shall be payable, said sum to be applied first to

accrued and unpaid interest and thereafter to principal.

(b) The entire unpaid balance of principal together with accrued and unpaid
interest thereon shall be payable on »20___ (insert the month following
the last monthly installment under (a)).

At the option of the undersigned, at any time or times during the term of this Note, all or
any portion of the unpaid principal sum and accrued interest on this Note may be prepaid without
premium or penalty, the amount of the prepayment to be applied first to accrued interest and the
remainder to the unpaid principal. If the undersigned so designates in a written prepayment notice
delivered to the holder of this Note concurrently with the making of the prepayment, the amount
of the monthly installments shall be reduced by recomputing the monthly installment amount
required to amortize the remaining principal balance together with interest as aforesaid over the
period remaining to the original maturity date. If no such prepayment notice is so delivered, the
same installment amounts stated above shall continue to be payable on the dates designated until
such time as the entire principal sum, together with all accrued interest, is paid, at which time this
Note shall be paid in full. In such case, the portion of each of the installment amounts attributable
to principal shall be recomputed in order to adjust for the decreased interest payable on the reduced
unpaid principal balance.

At the election of the holder or holders hereof, upon notice to the maker, the principal sum
remaining unpaid hereon, together with accrued and unpaid interest thereon, shall become at once

due and owing.

The maker hereby waives presentment for payment, notice of dishonor protest and notice
of protest.

(Signature of Purchasing Party)

Exhibit B
36898056.1
AFMO000101


was deposited in the United States mail, or one (1) business day after the date on which the same
was deposited with an overnight delivery service for next business day delivery, in either case
addressed and sent as aforesaid or, if by telefax as above provided, then any such notice shall be
deemed to be given at the time of the fax receipt acknowledgment.

10.3. Application of Delaware Law. This Operating Agreement and its interpretation
shall be governed exclusively by its terms and by the laws of the State of Delaware, and specifically

the Act.

10.4 Arbitration/No Lawsuits. Other than equitable relief, any controversy or claim
arising out of, or relating to, this Operating Agreement, or its breach, shall be settled by arbitration.
The panel of arbitrators shall be composed of three (3) Persons, one of whom shall be selected by
each of the parties. Such selection of arbitrators shall be made within thirty (30) days after the date
on which the parties agree that they will be unable to agree as to the settlement of the controversy
or claim. The third arbitrator shall be Dominic Maduri or, in the event Dominic Maduri is
unavailable, by an arbitrator appointed by the American Arbitration Association. The decision of
a majority of the panel of arbitrators shall be final, conclusive and binding upon the parties hereto
and not subject to judicial review and judgment on the decision rendered may be entered in any
court having jurisdiction. Except as provided herein, the arbitration shall be governed in
accordance with the rules of the American Arbitration Association. Except for claims to enforce a
non-competition restriction, the parties to this Operating Agreement agree that they will not
institute any lawsuit against any other party to this Operating Agreement relating to any
controversy, claim, or alleged breach to this Operating Agreement.

10.5 Equitable Relief. As the rights and obligations of the parties are unique and
damages cannot be readily measured, irreparable damage would result in the event this Operating
Agreement is not specifically enforced. The rights and obligations of the parties shall be
enforceable in a court of equity by a decree of specific performance, and appropriate injunctive
relief may be applied for and granted in connection therewith. Such remedy and all other remedies
provided for in this Operating Agreement shall, however, be cumulative and not exclusive and
shall be available in addition to any other remedies which any party may have under this Operating
Agreement or otherwise.

10.6 Waiver of Action for Partition. Each Member and Economic Interest Owner
irrevocably waives during the term of the Company's existence any right that it may have to
maintain any action for the partition with respect to the property of the Company.

10.7 Attorney Fees. In the event any party hereto commences litigation or arbitration for
the judicial interpretation, enforcement, termination, cancellation or rescission of this Operating
Agreement, or for damages for the breach hereof, then, in addition to any or all other relief awarded
in such litigation or arbitration, the prevailing party therein shall be entitled to a judgment against
the other for an amount equal to reasonable attorneys' fees, court costs, arbitration fees and
expenses, and other costs incurred (including paralegal, legal assistant and computerized legal
research fees). For purposes of this Section, "prevailing party" shall mean, in the case of the
claimant, one who is successful in obtaining substantially all relief sought, and in the case of the
defendant or respondent, one who is successful in denying substantially all of the relief sought by
the claimant.

25
AFM000026


the Company shall have the right to designate the time, date and place of closing, provided
that the date of closing shall be within sixty (60) days after the last of the Manager,
Members and/or the Company has given written notification to the Dissociated Member of
the election to exercise their right to purchase or the end of the Remaining Members
Dissociation Response Period, whichever is earlier.

(e) The purchase price for the entire Membership Interest and/or Economic
Interest of a Dissociated Member shall be the Agreed Value.

(f) In the event of a purchase of a Membership Interest as a result of the
Dissociation of a Dissociated Member, a portion of the purchase price for such
Membership Interest equal to twenty-five percent (25%) thereof shall be paid in cash at the
closing of the transaction. The remaining portion of the purchase price shall be deferred
and payable, together with interest on the unpaid balance from time to time at the Minimum
Rate, in sixty (60) equal installments of principal and interest, the first installment being
due and payable on the thirtieth day following the date of closing of the sale, and
subsequent installments being due on the same day of each succeeding month until the
remaining unpaid balance plus interest accrued thereon has been paid in full. The
indebtedness of each purchaser shall be evidenced by each purchaser's promissory note
payable to the order of the selling party. Each such promissory note shall be in substantially
the form set forth in Exhibit B attached hereto.

(g) The failure of the Manager, remaining Members and the Company to notify
the Dissociated Member of their desire to exercise their respective rights to purchase all of
the Dissociated Member's Membership Interest prior to the end of the Remaining Members
Dissociation Response Period shall result in the termination of the right to purchase and
the Dissociated Member shall retain such Membership Interest, in the form of an Economic
Interest, and shall have no right to participate in the management of the business or affairs
of the Company or become a Member except as set forth in Section 7.5. The Company
shall not be required to purchase the Membership Interest or Economic Interest of a
Member in the case of the Dissociation of that Member.

7.10 Intentionally Omitted.

7.11 Agreed Value. The term "Agreed Value" shall mean a Member's proportionate
share (determined on the basis of a Member's Participating Percentage of the fair market value of
the Company). The fair market value of the Company shall be determined by using any one of the
three following methods that results in the highest value: (i) sixty-five percent (65%) of the total
Member's equity reflected on the books and records of the Company, (ii) 25% of the 5-year
Average Profit (hereafter defined) of the Company, or (iii) the amount established by an
independent certified public accountant pursuant to the methodology and formula, including
discounts. For purposes hereof, the term "5-year Average Profit" means the average Net Profit for
the five most recent years ending prior to the year in which an event described in this Article 7 has

occurred,

21
AFM000022


accepted accounting principles consistently applied wherein there shall be entered
particulars of all transactions, matters and things relating to the business of the
Company as are usually entered in books of account kept by persons engaged in a
business of like kind and character.

(b) The books of account shall be closed promptly after the end of each calendar
year (which shall be the Company's "Fiscal Year") and an annual review shall be
performed at the expense of the Company by a certified public accountant selected by
the Manager. Promptly thereafter, a written report shall be given to each Member,
which shall include a balance sheet of the Company as of the end of such Fiscal Year,
& Statement of income and expenses for such Fiscal Year, a statement of changes in
Members Capital Accounts and such statements with respect to the status of the
Company and the allocation of profits and losses as shall be necessary to advise all
Members properly about their investment in the Company.

(c) Promptly after the close of the Fiscal Year, the certified public accountant
engaged to conduct the Company's annual review shall prepare such income tax and
other retums required under applicable law and regulation, including any and all
statements necessary to advise all Members promptly about their investment in the
Company for Federal income tax reporting purposes. The Manager shall be
responsible for the prompt filing and delivery of all such returns and statements. All
elections and options available to the Company for tax purposes shall be taken or
rejected by the Company in the sole discretion of the Manager, except that in the case
of a distribution of property made in the manner provided in Section 734 of the
Internal Revenue Code of 1986, as amended (the “Code"), or in the case of a transfer
of any interest in the Company permitted by this Agreement made in the manner
provided in Code Section 743, the Company shall upon the request of any Member
(including the Manager) file an election under Code Section 754 in accordance with
the procedures set forth in the applicable Treasury Regulations.

7.2 Capital Accounts. As part of the Company's books of account, an individual
“Capital Account” shall be maintained for each Member at all times in accordance with

generally accepted accounting principles, consistently applied.

7.3 Percentage Interests.
(a) The Percentage Interest of each Member is set forth opposite its signature

hereto.

(b) In the event of any changes in any Member's Percentage Interest during the
Fiscal Year, the Manager shall take into account the requirements of Code Section
706(d) and shall have the right to select any method of determining the varying
interests of the Members during the Fiscal Year which satisfies Code Section 706(d).

7.4 Profit and Loss Allocations. The net profit or net loss of the Company,

determined on an annual basis in accordance with generally accepted accounting
principles, shall be allocated in accordance with the Members’ Percentage Interests.

AFM000105


and not subject to judicial review and judgment on the decision rendered may be entered in any
court having jurisdiction. Except as provided herein, the arbitration shall be governed in
accordance with the rules of the American Arbitration Association. Except for claims to enforce a
non-competition restriction, the parties to this Operating Agreement agree that they will not
institute any lawsuit against any other party to this Operating Agreement relating to any
controversy, claim, or alleged breach to this Operating Agreement.

10.5 Equitable Relief. As the rights and obligations of the parties are unique and
damages cannot be readily measured, irreparable damage would result in the event this Operating
Agreement is not specifically enforced. The rights and obligations of the parties shall be
enforceable in a court of equity by a decree of specific performance, and appropriate injunctive
relief may be applied for and granted in connection therewith. Such remedy and all other remedies
provided for in this Operating Agreement shall, however, be cumulative and not exclusive and
shall be available in addition to any other remedies which any party may have under this Operating
Agreement or otherwise.

10.6 Waiver of Action for Partition. Each Member and Economic Interest Owner
irrevocably waives during the term of the Company's existence any right that it may have to
maintain any action for the partition with respect to the property of the Company.

10.7 Attorney Fees. In the event any party hereto commences litigation or arbitration for
the judicial interpretation, enforcement, termination, cancellation or rescission of this Operating
Agreement, or for damages for the breach hereof, then, in addition to any or all other relief awarded
in such litigation or arbitration, the prevailing party therein shall be entitled to a judgment against
the other for an amount equal to reasonable attorneys’ fees, court costs, arbitration fees and
expenses, and other costs incurred (including paralegal, legal assistant and computerized legal
research fees). For purposes of this Section, "prevailing party" shall mean, in the case of the
claimant, one who is successful in obtaining substantially all relief sought, and in the case of the
defendant or respondent, one who is successful in denying substantially all of the relief sought by
the claimant.

10.8 Amendments. This Operating Agreement may not be amended except in a writing
signed by the holders of two-thirds (2/3) of the Membership Units.

10.9 Execution of Additional Instruments. Each Member hereby agrees to execute such
other and further statements of interest and holdings, designations and other instruments as are
necessary to comply with any laws, rules or regulations.

10.10 Construction. Whenever the singular number is used in this Operating Agreement
and when required by the context, the same shall include the plural and vice versa, and the
masculine gender shall include the feminine and neuter genders and vice versa.

10.11 Headings. The headings in this Operating Agreement are inserted for convenience
only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent
of this Operating Agreement or any provision hereof.

10.12 Waivers. The failure of any party to seek redress for default of or to insist upon the
strict performance of any covenant or condition of this Operating Agreement shall not prevent a

HTL 00156174 25

36895652.1
AFM000162


MEMBERS:

a
E ~ Greco, Trustee of the Eduardo E.
Greco Revocable Trust wa/d 11/14/96

Set
Pasquale. Greco (eka piguale F F, Greco I),

Roberto Greco, Trustedg? ne
Trust u/a/d September 25, 2003

rancesca C.M. Greco.
Francesca C.M. Grecosd

sstee : of the Pasquale P. Co-Trustee of the Pasquale P.

ut,
by Brest wall 12/18/02 Greco GSI Irrevocable Trust u/a/d 12/18/02
fF
jf

Gian F.

_ GSI inweeeen

A Crastee of the Gina Vv.
Greco GSI Imevoceble Trust wa/d 12/18/02

HTL 00156174 Signature Page

AFM000165


EXHIBIT B

INSTALLMENT PROMISSORY NOTE

{insert closing date)
20

FOR VALUE RECEIVED, on or before (insert final installment date)
the undersigned promises to pay to the order of (insert name of selling party)
the principal sum of (i$ (insert amount of deferred portion of
the purchase price), together with interest from the date hereof at the rate of
percent ( %) per annum on the principal balance from time to time unpaid. The said principal
and interest shall be payable in installments as hereinafter provided.

(a) Commencing on ,20____ (insert date 30 days following
closing or other agreed upon payment date), and on the day of each month thereafter for
consecutive months to and including >» 20__, the sum of

($ shall be payable, said sum to be applied first to

accrued and unpaid interest and thereafter to principal.

(b) The entire unpaid balance of principal together with accrued and unpaid
interest thereon shall be payable on > 20____ (insert the month following
the last monthly installment under (a)).

At the option of the undersigned, at any time or times during the term of this Note, all or
any portion of the unpaid principal sum and accrued interest on this Note may be prepaid without
premium or penalty, the amount of the prepayment to be applied first to accrued interest and the
remainder to the unpaid principal. If the undersigned so designates in a written prepayment notice
delivered to the holder of this Note concurrently with the making of the prepayment, the amount
of the monthly installments shall be reduced by recomputing the monthly installment amount
required to amortize the remaining principal balance together with interest as aforesaid over the
period remaining to the original maturity date. If no such prepayment notice is so delivered, the
same installment amounts stated above shall continue to be payable on the dates designated until
such time as the entire principal sum, together with all accrued interest, is paid, at which time this
Note shall be paid in full. In such case, the portion of each of the installment amounts attributable
to principal shall be recomputed in order to adjust for the decreased interest payable on the reduced
unpaid principal balance.

At the election of the holder or holders hereof, upon notice to the maker, the principal sum
remaining unpaid hereon, together with accrued and unpaid interest thereon, shall become at once

due and owing.

The maker hereby waives presentment for payment, notice of dishonor protest and notice
of protest.

HTL 00156174 Exhibit B
AFM000169


AMENDED AND RESTATED
OPERATING AGREEMENT OF
GSI FINANCE COMPANY LLC

THIS AMENDED AND RESTATED OPERATING AGREEMENT ("Operating
Agreement") is made and entered into as of the 1“ day of January, 2017, by GSI FINANCE
COMPANY LLC, an Illinois limited liability company (the "Company"), the manager and the
members set forth on attached Exhibit A.

WHEREAS, the Company was formed as an IIlinois limited liability company on August
1, 2008;

WHEREAS, the parties have reached an understanding concerning various aspects of (i)
their business relationship with each other and (ii) the organization and operation of the Company
and its business;

WHEREAS, the parties intend for this Agreement to control, to the extent stated or fairly
implied, the business and affairs of the Company, including the Company’s governance structure
and the Company’s dissolution, winding up and termination, as well as the relations among the
Company’s Members; and

WHEREAS, this Agreement supersedes all prior operating agreements of the Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein and
other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

ARTICLE 1
DEFINITIONS

The following terms used in this Operating Agreement shall have the following meanings:

1 Act. The "Act" shall mean the Illinois Limited Liability Company Act, as it may be
amended from time to time.

1.2 Affiliate. “Affiliate” shall mean: (1) any Person directly or indirectly controlling,
controlled by or under common contro! with another Person; (2) a Person owning or controlling
ten percent (10%) or more of the outstanding voting securities of such other Person; (3) any officer,
director, partner, spouse, parent, or lineal descendant of such other Person; and (4) if such other
Person is an officer, director or partner, any company or partnership for which such Person acts in

any capacity.

1.3 Agreed Value. "Agreed Value" is defined in Section 7.11.

HTL 00160568v2

36898708.1
AFM000034


15.5 Pronouns and Headings. As used herein, all pronouns shall include the
masculine, feminine, neuter, singular and plural thereof wherever the context and facts
require such construction. The headings, titles and subtitles herein are inserted for
convenience of reference only and are to be ignored in any construction of the provisions

hereof. . .

15.6 Members Not Agents. Nothing contained herein shall be construed to
constitute any Member the agent of another Member, except as specifically provided
herein, or in any manner to limit the Members in the carrying on of their own respective
businesses or activities.

15.7 Entire Understanding. This Agreement constitutes the entire understanding
among the Members and supersedes any prior understanding and/or written or oral
agreements among them with respect to the Company.

15.8 Severability. If any provision of this Agreement, or the application of such
provision to any person or circumstance, shall be held invalid by a court of competent
jurisdiction, the remainder of this Agreement, or the application of such provision to
persons or circumstances other then those to which it is held invalid by such court, shall

not be affected thereby.

15.9 Construction. Whenever there shall be more than one Manager, the term
“Manager” shall be understood as referring to all of the Managers, acting unanimously.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.

PERCENTAGE CAPITAL
MEMBERS INTEREST CONTRIBUTION
LP AL 20% $5,000.00

fan J Gabriele,
‘sustee of the Eduardo E. Greco
Irrevocable Trust I, dated 12/16/98

LV bee wot sseuoe

Allan Gabriele,
Trustee of the Francesca CM. Greco-Jaffe
Irrevocable Trust Il, dated 12/16/98

14
AFM000115


4.1 Limitation of Liability..
4.2 Dissociation by Members

4.3 Expulsion of Members .........c.ssssscsessssecsseesseecssecstecssessesseessessssesssesssessreaseesssecssessaneesae 10
4.4 Company Books.........c.cseccssssssssssessseeseesessesscssnesecsecenecscersssecsecsecsseesssseeneasessessnesseenneenves 11

4.5 Priority and Return of Capital...
4.6 Retum of Distributions .

4.7 No Exclusive Duty to Company .

ARTICLE 5 - COMPANY CAPITAL o..seessceccssesssessssessseessssssscsseeseeessseesucesuccsueeesesssuessueessveessseesse 11
5.1 Capital Contributions .........0.. ccc cseesessesseeceeessssessesceesssessncsnesessesareseseseaesencensesnseneesee 11

5.2 Additional Contributions
5.3 Capital Accounts...
5.4 Special Allocations to Capital ACCOUNTS... cccseesseesseeeseessesesessseesseeenueesneessueessnees 13
5.5 Interest On and Return of Contributions..........ccccceeesesssesessessessesceesetesetseeseecseessecsnes LA

5.6 Accounting Principles
5.7. Loans to Company .

5.8 Accounting Period .
ARTICLE 6 - ALLOCATIONS AND DISTRIBUTIONS ....

6.1 Allocations of Profits and Losses
6.2 Distributions
6.3 Limitation Upon Distributions .
6.4 Withdrawal or Reduction of Contributions.

ARTICLE 7 - MEMBERSHIP CERTIFICATES AND TRANSFERABILITY .......0ccsecneee 16
7d Certificates for Membership Interest ............ccceccecsescssssessessecseesecesresvecsessessseseensenneesereny 16
7.2 Restrictions on Transfer...
7.3. Transfers on Company Books.
74 Right of First Refusal

7,5 Transferee Not Member in Absence of COnsent........:cccscsseeseesseeeseesstesseessntessnecsneesses 18
7.6 Option Upon Involuntary Transfer ............scceseeseeseeseeessessesrsestessesssssssssessesseecseeseseees 19
7.7 Options Upon Dissociation

7.8 Agreed Value
ARTICLE 8 - ADDITIONAL MEMBERSG.........scssseesssesssessseesseesseesseesseesseesseeesseessnssneessneeesveesaee 21

ARTICLE 9 - DISSOLUTION AND TERMINATION ...ccssssesseeseesessesssesesseessessessssseecneeseesnreee 22

9.1 Dissolution

9.2 Dissolution and Liquidation of Assets

HTL 00156174 iii
36895652.1

AFM000136


was deposited in the United States mail, or one (1) business day after the date on which the same
was deposited with an overnight delivery service for next business day delivery, in either case
addressed and sent as aforesaid or, if by telefax as above provided, then any such notice shall be
deemed to be given at the time of the fax receipt acknowledgment.

10.3. Application of Illinois Law. This Operating Agreement and its interpretation shall
be governed exclusively by its terms and by the laws of the State of Illinois, and specifically the

Act.

10.4 Arbitration/No Lawsuits. Other than equitable relief, any controversy or claim
arising out of, or relating to, this Operating Agreement, or its breach, shall be settled by arbitration.
The panel of arbitrators shall be composed of three (3) Persons, one of whom shall be selected by
each of the parties. Such selection of arbitrators shall be made within thirty (30) days after the date
on which the parties agree that they will be unable to agree as to the settlement of the controversy
or claim. The third arbitrator shall be Dominic Maduri or, in the event Dominic Maduri is
unavailable, by an arbitrator appointed by the American Arbitration Association. The decision of
a majority of the panel of arbitrators shall be final, conclusive and binding upon the parties hereto
and not subject to judicial review and judgment on the decision rendered may be entered in any
court having jurisdiction. Except as provided herein, the arbitration shall be governed in
accordance with the rules of the American Arbitration Association. Except for claims to enforce a
non-competition restriction, the parties to this Operating Agreement agree that they will not
institute any lawsuit against any other party to this Operating Agreement relating to any
controversy, claim, or alleged breach to this Operating Agreement.

10.5 Equitable Relief. As the rights and obligations of the parties are unique and
damages cannot be readily measured, irreparable damage would result in the event this Operating
Agreement is not specifically enforeed. The rights and obligations of the parties shall be
enforceable in a court of equity by a decree of specifie performance, and appropriate injunctive
telief may be applied for and granted in connection therewith. Such remedy and all other remedies
provided for in this Operating Agreement shall, however, be cumulative and not exclusive and
shall be available in addition to any other remedies which any party may have under this Operating
Agreement or otherwise.

10.6 Waiver of Action for Partition. Each Member and Economic Interest Owner
irrevocably waives during the term of the Company's existence any right that it may have to
maintain any action for the partition with respect to the property of the Company.

10.7 Attorney Fees. In the event any party hereto commences litigation or arbitration for
the judicial interpretation, enforcement, termination, cancellation or rescission of this Operating
Agreement, or for damages for the breach hereof, then, in addition to any or all other relief awarded
in such litigation or arbitration, the prevailing party therein shall be entitled to a judgment against
the other for an amount equal to reasonable attorneys' fees, court costs, arbitration fees and
expenses, and other costs incurred (including paralegal, legal assistant and computerized legal
research fees). For purposes of this Section, "prevailing party" shall mean, in the case of the
claimant, one who is successful in obtaining substantially all relief sought, and in the case of the
defendant or respondent, one who is successful in denying substantially all of the relief sought by
the claimant.

25

36898708.1
AFM000058


in the Company having to register as an investment company under the Investment
Company Act of 1940, as amended, or (vi) require the Company, the Manager or any
affiliate to register as an investment advisor under the Investment Advisers Act of
1940, as amended, (B) is consummated pursuant to all of the terms and conditions set
forth in the Offer, including but not limited to the purchase price and terms of
payment for the Offered Interest, or on terms and conditions not more favorable to the
offeror purchaser, and (C) is closed within 65 days of the date the Offer was
originally received by the offeree Member or on such later date certain for closing
contained in the Offer. The purchaser of the Offered Interest shall, to the extent of
the interest acquired, be entitled only to the predecessor Member's rights, if any, in
the capital, profits and losses and distributions of the Company, and no such person
shall have any right to participate in the management of the affairs of the Company or
vote on any Company matter without the consent of the Manager.

10.4 Genera{ Provisions. The following mules shall apply to transfers of Company
interests and the admission of additional persons to the Company:

(a) No person shall be admitted as an additional Member hereunder unless and
until (i) in the case of an assignment of an interest in the Company permitted hereby,
the assignment is made in writing, signed by the assignor and accepted in writing by
the assignee, and a duplicate original of the assignment is delivered to and accepted
by the Manager, (ii) the prospective Member executes and delivers to the Company a
written agreement, in form and substance satisfactory to the Manager, pursuant to
which said person agrees to be bound by and confirms the covenants, representations
and warranties contained herein and (iii) an appropriate amendment hereto is
executed and, if required, filed of record.

(b) Any person acquiring or claiming an interest in the Company, in any manner
whatsoever, shall be subject to and bound by all terms, conditions and obligations
hereof to which its predecessor in interest, if any, was subject or bound, without
regard to whether such person has executed a counterpart hereof or any other
document contemplated hereby. Notwithstanding anything else contained in this
Agreement, an assignee of an interest in the Company shall only be entitled to a share
of the Company's profits, losses and distributions, and shall acquire the rights of a
Member, until the requirements of this Section 10.4 are satisfied. No person,
including the legal representatives, heirs or legatees of a deceased Member, shall have
any rights or obligations greater than those set forth herein and no person shall
acquire an interest in the Company or become a Member except as permitted hereby.

(c) The effective date of such assignment or admission shall be not earlier than
the date that the documents specified in paragraph (a), above, are delivered to and
accepted by the Manager.

1
AFM000112


(m) Open, as it deems necessary or convenient, from time to time such bank
accounts in the name of the Company;

(n) Execute on behalf of the Company all instruments and documents,
including, without limitation, checks, drafts, notes and other negotiable instruments;
mortgages or deeds of trust; security agreements; financing statements; documents
providing for the acquisition, mortgage or disposition of the Company's property; deeds;
assignments; bills of sale; leases; and any other instruments or documents necessary to the
business of the Company;

(0) Employ accountants, legal counsel, managing agents or other experts to
perform services for the Company;

(p) Enter into any and all other agreements on behalf of the Company, in such
forms as the Manager may approve; and

(q) Do and perform all other acts as may be necessary or appropriate to the
conduct of the Company's business.

3.4 Duties of Manager. At the expense of the Company, the Manager shall be
responsible for the following duties:

(a) The Manager shall maintain records and accounts of the operations and
expenditures of the Company, which shall at a minimum include the following records
which the Manager shall keep at the principal place of business of the Company:

(i) proper and complete records and books of account in which shall be
entered fully and accurately all transactions relating to the Company's business in
such detail and completeness as is customary and usual for businesses of the type
engaged in by the Company;

(ii) 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 statement
of the agreed value of the other property or services each Member and Economic
Interest Owner has contributed or has agreed to contribute in the future, and the
date on which each became a Member or Economic Interest Owner;

(iii) a copy of the Articles of Organization of the Company and all
amendments thereto, together with executed copies of any powers of attorney
pursuant to which any amendment has been executed;

(iv) _ copies of the Company's federal, state, and local income tax returns
and reports, if any, for the three (3) most recent years;

(v) copies of the Company's currently effective written Operating
Agreement;

36898056.1
AFM000076


10.19 Entire Agreement. This Operating Agreement constitutes the entire agreement of
the parties, and it merges and supersedes all prior discussions and agreements among them with
respect to the subject matter hereof.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
SIGNATURES ON FOLLOWING PAGE]

27
AFM000028


and not subject to judicial review and judgment on the decision rendered may be entered in any
court having jurisdiction. Except as provided herein, the arbitration shall be governed in
accordance with the rules of the American Arbitration Association. Except for claims to enforce a
non-competition restriction, the parties to this Operating Agreement agree that they will not
institute any lawsuit against any other party to this Operating Agreement relating to any
controversy, claim, or alleged breach to this Operating Agreement.

10.5 Equitable Relief. As the rights and obligations of the parties are unique and
damages cannot be readily measured, irreparable damage would result in the event this Operating
Agreement is not specifically enforced. The rights and obligations of the parties shall be
enforceable in a court of equity by a decree of specific performance, and appropriate injunctive
relief may be applied for and granted in connection therewith. Such remedy and all other remedies
provided for in this Operating Agreement shall, however, be cumulative and not exclusive and
shall be available in addition to any other remedies which any party may have under this Operating
Agreement or otherwise.

10.6 Waiver of Action for Partition. Each Member and Economic Interest Owner
irrevocably waives during the term of the Company's existence any right that it may have to
maintain any action for the partition with respect to the property of the Company.

10.7 Attorney Fees. In the event any party hereto commences litigation or arbitration for
the judicial interpretation, enforcement, termination, cancellation or rescission of this Operating
Agreement, or for damages for the breach hereof, then, in addition to any or all other relief awarded
in such litigation or arbitration, the prevailing party therein shall be entitled to a judgment against
the other for an amount equal to reasonable attorneys’ fees, court costs, arbitration fees and
expenses, and other costs incurred (including paralegal, legal assistant and computerized legal
research fees). For purposes of this Section, "prevailing party" shall mean, in the case of the
claimant, one who is successful in obtaining substantially all relief sought, and in the case of the
defendant or respondent, one who is successful in denying substantially all of the relief sought by

the claimant.

10.8 Amendments. This Operating Agreement may not be amended except in a writing
signed by the holders of two-thirds (2/3) of the Membership Units.

10.9 Execution of Additional Instruments. Each Member hereby agrees to execute such
other and further statements of interest and holdings, designations and other instruments as are
necessary to comply with any laws, rules or regulations.

10.10 Construction. Whenever the singular number is used in this Operating Agreement
and when required by the context, the same shall include the plural and vice versa, and the
masculine gender shall include the feminine and neuter genders and vice versa.

10.11 Headings. The headings in this Operating Agreement are inserted for convenience
only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent
of this Operating Agreement or any provision hercof.

10.12 Waivers. The failure of any party to seek redress for default of or to insist upon the
strict performance of any covenant or condition of this Operating Agreement shall not prevent a

25

36898056.1
AFM000094


(i) proper and complete records and books of account in which shall be
entered fully and accurately all transactions relating to the Company's business in
such detail and completeness as is customary and usual for businesses of the type
engaged in by the Company;

(ii) 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 statement
of the agreed value of the other property or services each Member and Economic
Interest Owner has contributed or has agreed to contribute in the future, and the
date on which each became a Member or Economic Interest Owner;

(iii) a copy of the Articles of Organization of the Company and all
amendments thereto, together with executed copies of any powers of attorney
pursuant to which any amendment has been executed;

(iv) copies of the Company's federal, state, and local income tax returns
and reports, if any, for the three (3) most recent years;

(v) copies of the Company's currently effective written Operating
Agreement;

(vi) copies of any financial statements of the Company for the three (3)
most recent years;

(vii) any written consents obtained from Members for actions taken by
Members without a meeting;

(viii) other than as set forth in the Articles of Organization or herein, a
writing prepared by the Manager setting out the following: (A) the times at which
or events on the happening of which any additional contributions agreed to be made
by each Member and Economic Interest Owner are to be made; (B) any right of a
Member or Economic Interest Owner to receive distributions that include a return
of all or any part of the Member or Economic Interest Owner's contributions; and
(C) any power of a Member or Economic Interest Owner to grant the right to
become an assignee of any part of the Member's or Economic Interest Owner's
interest, and the terms and conditions of the power.

(b) | The Manager shall cause the preparation and timely filing of all tax returns
required to be filed by the Company pursuant to the Code and all other tax retums deemed
necessary and required in each jurisdiction in which the Company does business. Copies
of such returns, or pertinent information therefrom, shall be furnished to the Members
within a reasonable time after the end of the Company's fiscal year upon a Member's written
request. Subject to Section 3.6, all elections permitted to be made by the Company under
federal or state laws shal] be made by the Manager in its sole discretion.

AFM000009


(vi) copies of any financial statements of the Company for the three (3)
most recent years;

(vii) any written consents obtained from Members for actions taken by
Members without a meeting;

(viii) other than as set forth in the Articles of Organization or herein, a
writing prepared by the Manager setting out the following: (A) the times at which
or events on the happening of which any additional contributions agreed to be made
by each Member and Economic Interest Owner are to be made; (B) any right of a
Member or Economic Interest Owner to receive distributions that include a retumn
of all or any part of the Member or Economic Interest Owner's contributions; and
any power of a Member or Economic Interest Owner to grant the right to become
an assignee of any part of the Member's or Economic Interest Owner's interest, and
the terms and conditions of the power.

(b) | The Manager shall cause the preparation and timely filing of all tax returns
required to be filed by the Company pursuant to the Code and all other tax returns deemed
necessary and required in each jurisdiction in which the Company does business. Copies
of such returns, or pertinent information therefrom, shall be furnished to the Members
within a reasonable time after the end of the Company's fiscal year upon a Member's written
request. Subject to Section 3.6, all elections permitted to be made by the Company under
federal or state laws shall be made by the Manager in their sole discretion, provided that
the Manager shall make any tax election permitted by law which is requested by the holders
of a Majority Interest.

3.5 Authority of Others.

(a) Unless authorized to do so by this Operating Agreement, no 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 any purpose.

(b) | No Member acting as a Member shall have any power or authority to bind
the Company unless the Member has been authorized by the Manager to act as an agent of
the Company in accordance with the provision of Section 3.5(a).

(c) No debt shall be contracted or liability incurred by or on behalf of the
Company except by the Manager, or to the extent permitted under the Act, by agents or
employees of the Company expressly authorized to contract such debt or incur such
liability by the Manager.

3.6 Limitation of Authority of Manager. Notwithstanding any other provision herein to
the contrary, a vote of the Members holding two-thirds (2/3) of the Membership Units of all
Members shall be required before any Manager shall:

(a) Admit a new Member to the Company or redeem any Member's interest in
the Company;

36898056.1
AFM000077


shall be specially credited to the Capital Account of such Member or Economic Interest
Owner in an amount and 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 5.4(b) be interpreted to comply with the alternate test for
economic effect set forth in Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations.

5.5 Interest On and Return of Contributions. No Member or Economic Interest Owner
shall be entitled to interest on its Capital Contribution or to return of its Capital Contribution.

5.6 Accounting Principles. The profits and losses of the Company shall be determined
in accordance with generally accepted accounting principles applied on a consistent basis using
the method of accounting selected by the Manager.

5.7. Loans to Company. Nothing in this Operating Agreement shall prevent any
Member or Economic Interest Owner from making secured or unsecured loans to the Company by

agreement with the Company.
5.8 Accounting Period. The Company's accounting period shall be the Fiscal Year.

ARTICLE 6 - ALLOCATIONS AND DISTRIBUTIONS

6.1 Allocations of Profits and Losses. Except as otherwise provided in this Agreement
to the contrary or as determined by the Company's regularly employed accountant in accordance
with the applicable law, Net Profits and Net Losses of the Company for each Fiscal Year will be
allocated in proportion with the Participating Percentages of the Members and Economic Interest
Owners.

6.2 Distributions.

(a) Subject to the restrictions of Section 6.3, to the extent that the Company
reports a Net Profit and said Net Profit is allocated to the Members, then the Company shall
be required to distribute to the Members an amount equal to the product of said sum and
the sum of the highest federal and applicable state marginal income tax rates. In
determining the highest applicable rate, the Company shall apply the rates of the state
which taxes a Member at the highest income tax rates. All such distributions shall be made
to Members pro rata, in proportion to the amount of profit allocated to each Member.

(b) Subject to the restrictions of Section 6.3, the Manager, in its sole discretion,
may authorize, and the Company may make, additional distributions to the Members and
the Economic Interest Owners. The distribution of any Distributable Cash pursuant to this
Section 6.2(b) shall be distributed in accordance with the following priority:

@ first, repayment of Members’ and Economic Interest Owners' loans
to the Company, plus any accrued interest.

(ii) then, payments to the Members and Economic Interest Owners in
proportion to their Participating Percentages.

14

36898056.)
AFM000083


to, or otherwise participate in any decision or action of or by the Members granted pursuant to this
Operating Agreement and the Act.

1.25 Membership Units. Ownership interests in the Company shall be represented by
"Membership Units." The initial ownership of Membership Units shall be as set forth on attached
Exhibit A. Each Membership Unit has equal governance rights with every other Membership Unit
and in matters subject to a vote of the Members has one (1) vote. Subject to the provisions herein,
each Membership Unit has equal rights with every other Membership Unit with respect to sharing
of profits and losses and with respect to distributions. A Membership Unit may be diluted if the
Company issues additional Membership Units.

1.26 Minimum Rate. "Minimum Rate" shall mean the minimum rate of interest which
can be used without causing additional interest to be imputed pursuant to the Code.

1.27 Net Profits and Losses. "Net Profits" and "Net Losses" shal] mean the net amount
of all income, gain, loss, and deductions of the Company in the aggregate or separately stated, as
appropriate, determined in accordance with generally accepted accounting principles employed
under the method of accounting selected by the Manager at the close of each fiscal year on the
Company's tax return filed for federal income tax purposes.

1.28 Qperating Agrecment. “Operating Agreement" shall mean this Operating
Agreement as originally executed and as amended from time to time. If a provision of this
Operating Agreement differs from a provision of the Articles of Organization, then to the extent
allowed by law this Operating Agreement shall govern.

1.29 Participating Percentage. "Participating Percentage" shall mean a Member's or
Economic Interest Owner's right to allocations of Net Profits and Net Losses of the Company
calculated as the Units owned by such Member or Economic Interest Owner divided by the total
number of Units outstanding. The current Participating Percentages are set forth on Exhibit A
attached hereto and made part hereof.

1.30 Permitted Transferee. "Permitted Transferee" when used herein shall mean:
(a) another Member; or

(b) any member of a Member; provided, however, that a Permitted Transferee
shall not be a Permitted Transferee unless he, she, or it complies with the provisions of
Section 7.6(d).

1.31 Person. "Person" shall mean an individual, partnership, limited partnership, limited
liability company, trust, estate, association, corporation, or other entity.

1.32 Reserves, "Reserves" shall mean funds set aside or amounts allocated to reserves
which shall be maintained in amounts deemed sufficient by the Manager for working capital and
to pay taxes, insurance, debt service or other costs or expenses incident to the ownership or
operation of the Company's business.

AFM000005


"Selling Member") shall promptly furnish the Manager and each Member with notice
thereof (the "Option Notice"), as well as a copy of the Offer.

(ii) The Company shall have the right and option (the "Primary Option") to
purchase all or any portion of the Offered Interest upon the express terms and
conditions and at the purchase price set forth in the Offer, said Primary Option being
exercised by notice to the Selling Member given within 20 days of the Manager's
receipt of the Option Notice. If the Company does not elect to purchase all of the
Offered Interest by notice to the Selling Member within said 20 day period, the
Manager shall so advise all of the other Members and the Members shall thereupon
have the right and option (the "Secondary Optian"), and each Member may elect, by
written notice to the Manager and the Selling Member on or before the 45th day
following receipt of the Option Notice, to purchase that portion of the Offered Interest
which the Company has not elected to acquire pursuant to the Primary Option upon
the express terms and conditions and at the purchase price set forth in the Offer (the
“Secondary Option"). Said notice from a Member to the Manager and the Selling
Member shall specify the maximum amount of the remaining Offered Interest which
the Member would like to acquire. The portion of the remaining Offered Interest
which may be acquired by each Member shall be determined by the Manager ratably
according to the relative maximum amounts that the Members propose to acquire in
their notices to the Manager and the Selling Member. No Member, however, shall be
Tequired to acquire more than the maximum portion of the remaining Offered Interest
that it proposed to acquire. If pursuant to the foregoing sentences the Members do
hot elect to acquire all of the remaining Offered Interest, the Company shall have a
further option, which shall continue through the closing date hereafter specified, to
acquire such portion of the remaining Offered Interest which is not acquired by the

Members.

(iii) If the Company and/or any one or more or all of the Members elect to
exercise their respective options to acquire the entire Offered Interest, the Selling
Member shall sell and assign the Offered Interest to the Company and/or the
Members, in the proportions described above, which sale and assignment shall be
closed at the Company's principal office at any time on or before the 60th day
following the Manager's receipt of the Option Notice or on such later date certain for
closing contained in the Offer, as the Manager may select.

(iv) In the event that the Company and Members do not in the aggregate purchase
all of the Offered Interest as described above, the right of first refusal options
provided to the Company and the Members in this paragraph shall be deemed to have
lapsed and expired. Thereupon the Selling Member shall be entitled to sell and assign
the Offered Interest to the offeror, provided such sale or assignment (A) would not (i)
result in a termination of the Company for Federal income tax purposes, (ii) result in
the Company not qualifying for an exemption from the registration requirements of
any applicable Federal or state securities laws, (iii) result in any violation of any
applicable Federal or state securities laws, (iv) result in a default under or the
acceleration of any indebtedness of, or secured by assets of, the Company, (v) result

10
AFM000111


5.2. Additional Contributions. No Member shall be required to make additional Capital
Contributions without such Member's consent. With the Member's consent, the Member shall
make such additional Capital Contributions as shall be determined by the Manager. None of the
terms, covenants, obligations or rights contained in this Section 5.2 is or shall be deemed to be for
the benefit of any Person other than the Members and the Company, and no such third party shall
under any circumstances have any right to compel any actions or payments by the Manager and/or
the Members.

5.3. Capital Accounts. A separate Capital Account shall be maintained for each Member
and, if applicable, each Economic Interest Owner, and subject to the provisions of Section 5.4, the
following allocations shall be made to the Capital Accounts of the Members and Economic Interest
Owners.

(a) Each Member's and Economic Interest Owner's Capital Account will be
increased by:

6) the amount of money contributed by such Member or Economic
Interest Owner to the Company;

(ii) the fair market value of property contributed by such Member or
Economic Interest Owner to the Company (net of liabilities secured by such
contributed property that the Company is considered to assume or take subject to
under Code Section 752);

(iii) allocations to such Member or Economic Interest Owner of Net
Profits;

(iv) allocations to such Member or Economic Interest Owner of income
described in Code Section 705 (a)(1)(B).

(b) | Each Member's or Economic Interest Owner's Capital Account will be
decreased by:

(63) the amount of money distributed to such Member or Economic
Interest Owner by the Company;

(ii) the fair market value of property distributed to such Member or
Economic Interest Owner by the Company (net of liabilities secured by such
distributed property that such Member or Economic Interest Owner is considered
to assume or take subject to under Code Section 752);

(iii) allocations to such Member or Economic Interest Owner of
expenditures described in Code Section 705(a)(2)(B); and

(iv) allocations to the account of such Member or Economic Interest
Owner of Net Losses and deduction as set forth in the Treasury Regulations
promulgated under Code Section 704(b), taking into account adjustments to reflect
book value.

12

36898056.)
AFM000081


to time. All withdrawals therefrom shall be made upon the signature of such person or
persons as the Manager may designate.

8.4 Proscriptions. Without the written consent or ratification of all of the Members,
the Manager shall have no authority to expend or use Company money or property other
than on the account and for the benefit of the Company or to pledge any of the
Company's credit or property for other than Company purposes.

8.5 Management Fees. During the term of the Company, the Manager shal! be
entitled, in addition to the share of profits, distributions and reimbursements provided

elsewhere in this Agreement, to a reasonable management fee.

8.6 Expenditures by Manager. The Company shal] reimburse the Manager for any
costs that may be properly expended by the Manager on behalf of the Company. The
Company shall pay compensation for accounting, administrative, legal, technical and
management services rendered to the Company. All of the aforesaid expenditures shall
be made on behalf of the Company and each Member, including the Manager, shall be
entitled to reimbursement by the Company for any expenditures incurred by such
Member on behalf of the Company which is made other than out of funds of the

Company.

8.7 Potential Conflicts. The Manager shall cause so much time to be devoted to the
business of the Company as, in its judgment, the conduct of the Company's business shall
reasonably require. Any Member (including the Manager) may engage in business
ventures of any nature and description independently or with others, including, but not
limited to, business of the character described in Article III (or any part thereof), and
neither the Company nor any of the Members shall have any rights in or to such
independent ventures or the income or profits derived therefrom. Nothing in this
Agreement shall obviate any state law fiduciary duties by which the Manager is
otherwise bound.

8.8 Liability of Manager. The Manager (which for purposes of this Section 8.8 and
Section 8.9 shall include its partners, officers, directors, shareholders, members,
managers, employees, agents and affiliates) shall not be liable to a Member or the
Company for honest mistakes of judgment, or for action or inaction, taken reasonably and
in good faith for a purpose that was reasonably believed to be in the best interests of the
Company, or for losses due to such mistakes, action or inaction, or for the negligence,
dishonesty or bad faith of any employee, broker or other agent of the Company, provided
that such employee, broker or agent was selected, engaged or retained and supervised
with reasonable care. The Manager may consult with counsel and accountants in respect
of Company affairs and be fully protected and justified in any action or inaction that is
taken in accordance with the advice or opinion of such counsel or accountants, provided
that they shall have been selected with reasonable care. The Members shall look solely to
the assets of the Company for the retum of their capital and, if the assets of the Company
remaining after payment or discharge of the debts and liabilities of the Company are

AFM000107


for distributions, and establish such Reserves as may be reasonably necessary to
provide for contingent claims or liabilities of the Company, provided that for
purposes of determining the Capital Accounts of the Members and Economic
Interest Owners, the amounts of such Reserves shall be deemed to be an expense
of the Company.

(c)  Ifany assets of the Company are to be distributed in kind, the net fair market
value of such assets as of the date of dissolution shall be determined by independent
appraisal or by agreement of the holders of a Majority Interest. Such assets shall be deemed
to have been sold as of the date of dissolution for their fair market value, and the Capital
Accounts of the Members and Economic Interest Owners shall be adjusted pursuant to the
provisions of Section 5.3 and Section 5.5 of this Operating Agreement to reflect such
deemed sale,

(d) The positive balance (if any) of each Member's and Economic Interest
Owner's Capital Account (as determined after taking into account all Capital Account
adjustments for the Company's taxable year during which the liquidation occurs) shall be
distributed to the Members, 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 9.2(c). Any such distributions to the Members in respect of
their Capital Accounts shall be made in accordance with the time requirements set forth in
Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations.

(e) Notwithstanding anything to the contrary in this Operating Agreement,
upon a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury
Regulations, if any Member has a Deficit Capital Account (after giving effect to 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 shal] not be considered a debt owed by such Member to the
Company or to any other Person for any purpose whatsoever.

(f) The Manager shall comply with all requirements of applicable law
pertaining to the winding up of the affairs of the Company and the final distribution of its
assets.

9.3 Articles of Dissolution. When all debts, liabilities and obligations of the Company
have 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, articles of dissolution as
required by the Act, shall be executed in duplicate and filed with the Illinois Secretary of State.

9.4 Effect of Filing of Articles of Dissolution. Upon the filing of Articles of Dissolution
with the Illinois Secretary of State, the existence of the Company shall cease, except for the
purpose of suits, other Proceedings and appropriate action as provided in the Act. The Manager
shall have authority to distribute any Company property discovered after dissolution, convey real
estate and take such other action as may be necessary on behalf of and in the name of the Company.

23

36898056.1
AFM000092


10.19 Entire Agreement. This Operating Agreement constitutes the entire agreement of
the parties, and it merges and supersedes all prior discussions and agreements among them with
respect to the subject matter hereof.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.
SIGNATURES ON FOLLOWING PAGE]

27
36898708.1
AFM000060


{b) Ifthe 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 extent the Manager may determine to distribute any
assets to the Members in kind);

(ii) allocate any profit or loss resulting from such sales to the Members’
and Economic Interest Owners' Capital Accounts in accordance with Article 5
hereof;

(iii) discharge all liabilities of the Company, including liabilities to
Members and Economic Interest Owners who are creditors, to the extent otherwise
permitted by law, other than liabilities to Members and Economic Interest Owners
for distributions, and establish such Reserves as may be reasonably necessary to
provide for contingent claims or liabilities of the Company, provided that for
purposes of determining the Capital Accounts of the Members and Economic
Interest Owners, the amounts of such Reserves shall be deemed to be an expense
of the Company.

(c) If any assets of the Company are to be distributed in kind, the net fair market
value of such assets as of the date of dissolution shall be determined by independent
appraisal or by agreement of the Manager. Such assets shall be deemed to have been sold
as of the date of dissolution for their fair market value, and the Capital Accounts of the
Members and Economic Interest Owners shall be adjusted pursuant to the provisions of
Section 5.3 and Section 5.5 of this Operating Agreement to reflect such deemed sale.

(d) The positive balance (if any) of each Member's and Economic Interest
Owner's Capital Account (as determined after taking into account all Capital Account
adjustments for the Company's taxable year during which the liquidation occurs) shall be
distributed to the Members, 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 valuc as
determined pursuant to Section 9.2(c). Any such distributions to the Members in respect of
their Capital Accounts shall be made in accordance with the time requirements set forth in
Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations.

{e) Notwithstanding anything to the contrary in this Operating Agreement,
upon a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury
Regulations, if any Member has a Deficit Capital Account (after giving effect to 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 to the
Company or to any other Person for any purpose whatsoever.

23

36898708.1
AFM000056


Permitted Transferee, the Transferring Member shall first obtain from such third party a
bona fide written offer to purchase such Offered Interest, stating the terms and conditions
upon which the purchase is to be made and the consideration offered therefor (the "Offer").
The Transferring Member shall give written notification to the remaining Members and the
Company of the Transferring Member's intention to Transfer the Offered Interest,
furnishing to the remaining Members a copy of the Offer (the "Transfer Notice").

(b) Upon receipt of a Transfer Notice, the remaining Members, the Manager,
and the Company shall have the option to purchase the Offered Interest as follows:

(i) the Manager shall have the right to purchase all, or any portion, of
the Offered Interest for the lower of: (A) the purchase price stated in the Offer; or
(B) the Agreed Value. The Manager shall exercise its option by giving written
notice to the Transferring Member within forty-five (45) days after receiving the
Transfer Notice from the Transferring Member (the "Manager Response Period").

(ii) if the Manager shall fail to exercise its right to purchase all of the
Offered Interest, the Company shall have the right to purchase the remaining
Offered Interest for the lower of: (A) the purchase price stated in the Offer; or (B)
the Agreed Value. The Company shall exercise its option by giving written notice
to the Transferring Member within fifteen (15) days after the end of the Manager
Response Period (the "Company Response Period").

(iii) if the Company shall fail to exercise its right to purchase all of the
Offered Interest, then the remaining Members shall, on a basis pro rata to their
Membership Units or upon such other basis as they shall mutually agree, have the
right to purchase all, or any portion, of the Offered Interest for the lower of: (A) the
purchase price stated in the Offer; or (B) the Agreed Value. The remaining
Members shall exercise their option by giving written notice to the Transferring
Member within forty-five (45) days after receiving the Transfer Notice from the
Transferring Member (the "Remaining Members Response Period").

{iv) _ the failure of the Manager, remaining Members and the Company to
notify the Transferring Member of their desire to exercise their right to purchase all
of the Offered Interest prior to the end of the Remaining Members Response Period
shall result in the termination of the right of first refusal under this Section 7.5 and
the Transferring Member shall be entitled to consummate the Transfer of the
Offered Interest to the third party; provided, that the Transfer shall be consummated
within thirty (30) days following the expiration of the Remaining Members
Response Period. Any rights a Transferring Member may have as a Member shall
terminate upon the consummation of such sale.

(c) If the Manager, remaining Members and/or the Company shall give written
notice to the Transferring Member, such parties shall have the right to designate the time,
date and place of closing, provided that the date of closing shall be within sixty (60) days
after the last such parties have given written notification to the Transferring Member of

17
AFM000018


(a) No allocations of loss, deduction and/or expenditures described in Code
Section 705(a)(2)(B) shall be charged to the Capital Account of any Member or Economic
Interest Owner if such allocation would cause such Member or Economic Interest Owner
to have a Deficit Capital Account. The amount of the loss, deduction and/or Code Section
705(a)(2)(B) expenditure which would have caused a Member or Economic Interest Owner
to have a Deficit Capital Account shall instead be charged to the Capital Aecount of any
Members or Economic Interest Owners which would not have a Deficit Capital Account
as a result of the allocation, in proportion to their respective Capital Contributions, or, if
no such Members or Economic Interest Owners exist, then to the Members and Economic
Interest Owners in proportion to their respective interests in Company Net Profits pursuant
to Section 6.1.

(b) In the event any Member or Economic Interest Owner unexpectedly
receives any adjustments, allocations, or distributions described in Sections 1.704-
1(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations, which create or increase a Deficit
Capital Account of such Member or Economic Interest Owner, 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 or Economic Interest
Owner in an amount and 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 5.4(b) be interpreted to comply with the alternate test for
economic effect set forth in Section 1.704- 1(b)(2)(ii)(d) of the Treasury Regulations.

5.5 Interest On and Return of Contributions. No Member or Economic Interest Owner
shall be entitled to interest on its Capital Contribution or to return of its Capital Contribution.

5.6 Accounting Principles. The profits and losses of the Company shall be determined
in accordance with generally accepted accounting principles applied on a consistent basis using
the method of accounting selected by the Manager.

5.7 Loans to Company. Nothing in this Operating Agreement shall prevent any
Member or Economic Interest Owner from making secured or unsecured loans to the Company by

agreement with the Company.

5.8 Accounting Period. The Company's accounting period shall be the Fiscal Year.

ARTICLE 6
ALLOCATIONS AND DISTRIBUTIONS

6.1 Allocations of Profits and Losses. Except as otherwise provided in this Agreement
to the contrary or as determined by the Company's regularly employed accountant in accordance
with the applicable law, Net Profits and Net Losses of the Company for each Fiscal Year will be
allocated in proportion with the Participating Percentages of the Members and Economic Interest

Owners.

14

36898708.1
AFM000047


date and place of closing, provided that the date of closing shall be within sixty (60) days
after the last such parties have given written notification to the Transferring Member of
their respective elections to exercise their right of first refusal to purchase the Offered
Interest under this Section 7.5.

(d) In the event of a purchase of an Offered Interest to a third party pursuant to
this Section 7.5, the purchase price shall be payable upon the terms set forth in the Offer.

7.6 Transferee Not Member in Absence of Consent.

(a) Notwithstanding anything to the contrary contained herein if, immediately
prior to the Transfer, the Members holding two-thirds (2/3) of the Membership Units of all
Members who are not the Transferring Member do not approve, in writing, the proposed
Transfer of an Economic Interest or Membership Interest to a non-Member Transferee,
then the proposed Transferee shal] have no right 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 Interest Owner. No Transfer of a Member's interest in the Company
shall be effective unless and until written notice (including the name and address of the
proposed Transferee and the date of such Transfer) has been provided to the Company and
the non-Transferring Member(s).

(b) Upon and contemporaneously with any Transfer of a Transferring
Member's Economic Interest in the Company which does not at the same time Transfer the
balance of the rights associated with the Membership Interest of the Transferring Member
(including, without limitation, the rights of the Transferring Member to participate in the
management of the business and affairs of the Company), all remaining rights and interests
which were owned by the Transferring Member immediately prior to such Transfer or
which were associated with the Transferred Economic Interest shall immediately lapse
until either: (i) the written reinstatement of the rights to the transferee Economic Interest
Owner by unanimous consent of the remaining Members; or (ii) the written reinstatement
of such rights to a successor or Transferee of such Economic Interest Owner by unanimous
consent of the remaining Members.

(c) The restrictions on Transfer contained in this Section 7.6 are intended to
comply (and shall be interpreted consistently) with the restrictions on transfer as set forth
in the Act.

(d) As a condition to the recognition by the Company of the effectiveness of a
Transfer of a Member's Membership Interest or Economic Interest Owner's Economic
Interest in the Company, the Transferring Member, the proposed purchaser, donee or
successor-in-interest, as the case may be, shall execute, acknowledge and deliver to the
Company such instruments of transfer, assignment and assumption and such other
certificates, representations and documents, and shall perform all such other acts which the
remaining Members may deem necessary or desirable to:

(i) verify the Transfer;

18

36898708.1
AFM000051


4.3 Expulsion of Members. Members may be expelled from the Company by the
Company or the other Members only upon judicial determination that the Member engaged in
wrongful conduct that adversely and materially affected the business of the Company, willfully or
persistently committed a material breach of this Operating Agreement or of a duty owed to the
Company or the other Members under the Act, or engaged in conduct relating to the business of
the Company that makes it not reasonably practicable to carry on the business of the Company if
such Member remains a Member.

4.4 | Company Books. 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, to inspect and copy at the requesting Member's or Economic Interest
Owner's expense, the books and records of the Company, including the records maintained
pursuant to Section 3.4 herein, the Company documents identified in the Act, and such other
documents which the Manager, in their discretion, deem appropriate.

4.5 Priority and Retum of Capital. Except as may be expressly provided herein, no
Member or Economic Interest Owner shall have priority over any other Member or Economic
Interest Owner, either as to the retum of Capital Contributions or as to Net Profits, Net Losses or
distributions; provided that this Section 4.5 shall not apply to loans which a Member has made to
the Company.

4.6 Retum of Distributions. A Member who receives a distribution or the return in
whole or in part of the Member's Capital Contribution is liable to the Company only to the extent
provided by the Act.

4.7 No Exclusive Duty to Company. Except as otherwise agreed to by Company and
Member, a Member shall not be required to devote the Member's efforts to the Company as the
Member's sole and exclusive function, and a Member may have other business interests and engage
in activities in addition to those relating to the Company. A Member and the Member's Affiliates
may engage in or possess any interests in other business ventures of any kind, independently or
with others, including but not limited to engaging in other ventures having a purpose similar to
that of the Company. The fact that the Member or any Affiliate may encounter and take advantage
of opportunities to do any of the foregoing themselves or on behalf of others in whom they may
or may not have an interest shall not subject the Member or any Affiliate to any liability to the
Company or any of the Members or Manager on account of any lost opportunity. None of the
Company, any Member, any Manager, or the holder of any interest in the Company shall have any
right by virtue of this Operating Agreement or the relationship created hereby in or to any other
such ventures or activities, or to the income or profits derived therefrom, and the pursuit of such
ventures, even if competitive with the business of the Company shall not be deemed wrongful or
improper.

ARTICLE 5 - COMPANY CAPITAL

5.1 Capital Contributions. Each Member who has made a Capital Contribution shall
have such Capital Contribution credited to his Capital Account.

ll

36898056.1
AFM000080


1.37 Transferring Member. "Transferring Member" shall mean a Member who Transfers
the Member's Membership Interest, or an Economic Interest Owner who Transfers the Economic
Interest Owner's Economic Interest.

1.38 Treasury Regulations. "Treasury Regulations" shall include proposed, temporary
and final regulations promulgated under the Code.

1.39 Units. "Units" shall mean collectively Membership Units and Economic Interest
Units.

ARTICLE 2 - FORMATION OF COMPANY

21 Formation. The Company has been organized as a Delaware limited liability
company by the execution and delivery of Certificate of Formation to the Delaware Secretary of
State in accordance with and pursuant to the Act.

2.2 Name. The name of the Company is GSI FAMILY OFFICE LLC, a Delaware
limited liability company.

2.3 Principal Place of Business. The principal place of business of the Company shall
be 1301 Schiferl, Bartlett, Illinois 60103. The Company may locate its places of business and
registered office at any other place or places as the Manager may from time to time deem advisable.

2.4 Registered Office and Registered Agent. The Company's current registered office
is at the office of its registered agent, Corporation Trust Center, 1209 Orange Street, Wilmington,
New Castle County, Delaware 19801. 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 Delaware Secretary of State pursuant to the Act.

2.5 Term. The term of the Company shall be perpetual, unless the Company is
dissolved in accordance with either the provisions of this Operating Agreement or the Act.

2.6 Business of Company. The business of the Company shall be to transact any and
all lawful business for which a company may be organized under the Act.

ARTICLE 3 - RIGHTS AND DUTIES OF MANAGER

3.1 | Management. The business and affairs of the Company shall be directed, managed
and controlled by its Manager. Except as otherwise 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 perform any and all other acts or
activities customary or incident to the management of the Company's business. Except as provided
otherwise in this Agreement, at any time when there is more than one (1) Manager, the decision
of a majority of all of the Managers shall be required for the Manager to take any action permitted
to be taken under this Operating Agreement or the Act.

HTL 00156174 5

36895652.1
AFM000142


1.30 Person.
1.31 Reserves
1.32 Sale Proceeds ........cceesssssessessesssessessessesseavesnsssessecsarssecssssuscaceneeeneeeeatesnecessnssssnssnestaseeseeee 4
1.33 SM cessscsssccsssccsssecessseccsssessssnssssnecssusesssessssseesssneeessnieccesneesesssusessnsesssueeauesssuecssussessueenaeeessere 4
1.34 Selling Member
1.35  Transfer.......
1.36 Transferee
1,37 Transferring Member.........ccsscesscesssessseecsesssesseesstecsssessuecssuesseeessssnesnseanasesuesnsssnnesneenneennee 5
1.38 Treasury Regulations
1.39 Units 5

ARTICLE 2 - FORMATION OF COMPANY
2.1 Formation ......scecsescesssssseeseeseeseeseecessnssnsseesessaesacssnssvessecsascsuceereseeneerssssueeanssssnsssessmeanenenneeee 5
2.2 Name oe eeeeccccccsesesesesecesssesesssasscseveacacseceesseeesecssscsteneacsesteneneasacseecscsssescaeacavarersesenseseeeeees 5
2.3 Principal Place of Business
2.4 Registered Office and Registered Agent. 5
2.5
2.6 Business of Company

ARTICLE 3 - RIGHTS AND DUTIES OF MANAGER ....sssssssesssstssssstesssseesssesssusessnsessnsscsseecsane 5
3.1 Management........c.ccsseseseeseeseeeeeeeseeseesnes
3.2 Number, Tenure, Designation and Qualifications 6
3.3 Authority of Manager 6
3.4 — Duties of Mamagel.....cccscssscessessessessssesssesseessecssseesssessascsnseesuesssessessaeesceneeseesneeaessnee 7
3.5 Authority of Others ........ccccscessssssssessessessecseseessesvessesssesseesreenseseesecansensasssteneaneeneeneaeeeaeeee 8
3.6 Limitation of Authority of Manager 8
3.7 Tax Matters Partner...
3.8 Liability for Certain Acts
3.9 — Resigmation .........-csssesscsesssesssessnessseeseesssecsseesseessecssueesseessuesssuessuesesecsuecsucenuconseensennseanensnaee
3.10 Indemnification by Company ..
3.11 No Exclusive Duty to Company
3.12 Removal
3.13 Vacancies
3.14 Salaries
3.15 Other Agreements

ARTICLE 4 - RIGHTS AND OBLIGATIONS OF MEMBERS ..

HTL 00156174 ii

36895652.1

AFM000135


ventures, even if competitive with the business of the Company shall not be deemed wrongful or
improper.

48 Limitations on Capital Expenditures. No Member (other than a Member who is
acting in the capacity of a Manager) may in any capacity, including an employee or officer of the
Company, shall make any single capital expenditure or series of related capital expenditures in
excess of $2,000 without the prior written consent of the Manager.

ARTICLE 5
COMPANY CAPITAL

5.1 Initial Capital Contributions. Each Member who has made a Capital Contribution
shall have such Capital Contribution credited to his Capital Account.

5.2 Additional Contributions. No Member shall be required to make additional Capital
Contributions without such Member's consent. With the Member's consent, the Member shall
make such additional Capital Contributions as shall be determined by the Manager. None of the
terms, covenants, obligations or rights contained in this Section 5.2 is or shall be deemed to be for
the benefit of any Person other than the Members and the Company, and no such third party shall
under any circumstances have any right to compel any actions or payments by the Manager and/or
the Members.

5.3. Capital Accounts. A separate Capital Account shall be maintained for each Member
and, if applicable, each Economic Interest Owner, and subject to the provisions of Section 5.4, the
following allocations shall be made to the Capital Accounts of the Members and Economic Interest
Owners,

(a) Each Member's and Economic Interest Owner's Capital Account will be
increased by:

(i) the amount of money contributed by such Member or Economic
Interest Owner to the Company;

(ii) the fair market value of property contributed by such Member or
Economic Interest Owner to the Company (net of liabilities secured by such
contributed property that the Company is considered to assume or take subject to
under Code Section 752);

(iii) allocations to such Member or Economic Interest Owner of Net
Profits;

(iv) allocations to such Member or Economic Interest Owner of income
described in Code Section 705 (a)(1)(B).

(b) Each Member's or Economic Interest Owner's Capital Account will be
decreased by:

AFM000013


9.3 Articles of Dissolution . . 23

9.4 — Effect of Filing of Articles of Dissolution

9.5 Assets Distributed on Dissolution.........ccccssecssssessecsssrsesseeessesseeassesssscseeesssnieaseesees 24
ARTICLE 10 - MISCELLANEOUS 00... ccceccccceceeseeeececes cesses necseaseesesneneneseseseaeseeneneneneeaee

10.1 Waiver of Conflict of Interest

10.2 Notices ..

10.3 Application of Delaware Law........ssessssssesseessssessessseeseesessesssssssssesseesneeseessssesseeeerssneeseses 24

10.4 — Arbitration/No Lawsuits .0........ccsseesessesssseseseeessessssesssseesssessesseeseseensssesesseaessesseeseesevenss 24

10.5 Equitable Relief

10.6 Waiver of Action for Partition

10.7 Attorney Fees...

10.8 Amendments...

10.9 Execution of Additional Instruments

10.10 Construction

10.11 Headings .

10.12 Waivers

10.13 Rights and Remedies Cumulative ...........ceccsccescesseessessessessesseeeseessssesseeseesessneesssneenee 26

10.14 Severability 0.00.0... cess eeseesecssecssssessessecsecsessnsssssassasssessesseseesssesssesaenecsarsseesecsseeense 26

10.15 Heirs, Successors and Assigns

10.16 Creditors.

10.17 Incorporation of Recital

10.18 Counterparts .....c.cscssssseesssssesssssessecsnssnsesssnecssesessearesssessansesscsnerseesssssessuesuesnssssesseseenees 26

10.19 —_ Entire Agreement 0.0... eessessseeessessssesseesesseesessseeseeseeseessesessecessenessessscssesessseesesseses 26
HTL 00156174 iv
36895652.1

AFM000137


ARTICLE 8
ADDITIONAL MEMBERS

From the date of the formation of the Company, upon consent of the Manager, a Person
may become a Member in this Company either by the issuance by the Company of Membership
Interests for such consideration as the Manager determines, or as a transferee of a Member's
Membership Interest or any portion thereof, subject to the terms and conditions of this Operating
Agreement. No new Members shall be entitled to any retroactive allocation of losses, income or
expense deductions incurred by the Company. The Manager may, at its option, at the time a
Member is admitted, close the Company books (as though the Company's tax year had 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 9
DISSOLUTION AND TERMINATION

9.1 Dissolution.

(a) The Company shall be dissolved upon the occurrence of any of the
following events:

(i) when the period fixed for the duration of the Company, if any, shall
expire pursuant to Section 2.5 hereof;

(ii) by the written agreement of Members holding two-thirds (2/3) of the
Membership Units; or

(iii) upon the occurrence of an event causing dissolution as specified in
the Act.

(b) The Dissociation of a Member shall not constitute a dissolution of the
Company.

(c) Unless otherwise approved by the Manager, a Member who resigns (a
“Resigning Member") or whose Membership Interest is otherwise terminated by virtue of
a Dissociation, shall not be entitled to receive any liquidating distributions in excess of
those distributions to which such Member would have been entitled had such Resigning
Member remained a Member. Except as otherwise expressly provided herein, a Resigning
Member shall immediately become an Economic Interest Owner.

9.2 Dissolution and Liquidation 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 the date of the last previous accounting until the date of
dissolution. The Manager shall immediately proceed to wind up the affairs of the Company.

22

36898708.1
AFM000055


OPERATING AGREEMENT OF
AFM MATTRESS COMPANY LLC

THIS OPERATING AGREEMENT ("Operating Agreement") is made and entered into as
of the 1 day of October, 2018, by AFM MATTRESS COMPANY LLC, a Delaware limited
liability company (the "Company"), the manager and the members set forth on attached Exhibit A.

WHEREAS, the Company was formed as a Delaware limited liability company on October
1, 2018;

WHEREAS, the parties have reached an understanding concerning various aspects of (i)
their business relationship with each other and (ii) the organization and operation of the Company
and its business.

WHEREAS, the parties intend for this Agreement to control, to the extent stated or fairly
implied, the business and affairs of the Company, including the Company’s governance structure
and the Company’s dissolution, winding up and termination, as well as the relations among the
Company’s Members.

NOW, THEREFORE, in eonsideration of the mutual covenants and agreements herein and
other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

ARTICLE 1
DEFINITIONS

The following terms used in this Operating Agreement shall have the following meanings:

1.1 Act. The "Act" shall mean the Delaware Limited Liability Company Act, as it may
be amended from time to time.

1.2 Affiliate. "Affiliate" shall mean: (1) any Person directly or indirectly controlling,
controlled by or under common control with another Person; (2) a Person owning or controlling
ten percent (10%) or more of the outstanding voting securities of such other Person; (3) any officer,
director, partner, spouse, parent, or lineal descendant of such other Person; and (4) if such other
Person is an officer, director or partner, any company or partnership for which such Person acts in
any capacity.

1.3. Agreed Value. "Agreed Value" is defined in Section 7.11.

1.4 Articles of Organization. The "Articles of Organization" shall mean the Certificate
of Formation as filed with the Secretary of State of Delaware, as amended from time to time

1.5 Capital Account. "Capital Account" shall mean as of any given date the account
maintained for each Member pursuant to Article 5.

HTL 00160568v2
AFM000002


subsequent act, which would have originally constituted a default, from having the effect of an
original default.

10.13 Rights and Remedies Cumulative. The rights and remedies provided by this
Operating Agreement are cumulative and the use of any individual 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.

10.14 Severability. If any provision of this Operating Agreement or the application
thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the
remainder of this Operating Agreement and the application of the provisions hereof shall not be
affected and shall be enforceable to the fullest extent permitted by law.

10.15 Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and
agreements herein contained shall be binding upon and inure to the benefit of the parties hereto
and, to the extent permitted by this Operating Agreement, their respective heirs, legal
Tepresentatives, successors and assigns.

10.16 Creditors. None of the provisions of this Operating Agreement shall be for the
benefit of or enforceable by any creditors of the Company.

10.17 Incorporation of Recitals. The Recitals contained herein are hereby incorporated
and made a part of the terms and mutual covenants and agreements contained in this Operating

Agreement.

10.18 Counterparts. This Operating Agreement may be executed in multiple counterparts,
each of which shall be deemed an original and all of which shall constitute one and the same

instrument.

10.19 Entire Agreement. This Operating Agreement constitutes the entire agreement of
the parties, and it merges and supersedes all prior discussions and agreements among them with

respect to the subject matter hereof.

HTL 00156174 26

36895652.1
AFM000163


to participate in the management or affairs of the Company, including, the right to vote on, consent
to or otherwise participate in any decision of the Members or Manager.

1.16 Economic Interest Owner. "Economic Interest Owner" shall mean the owner of an
Economic Interest who is not a Member.

1.17 Economic Interest Units. "Economic Interest Units" shall mean ownership interests
in the Company held by Economic Interest Owners. Economic Interest Units shall have an
Economic Interest only. Subject to the provisions herein, each Economic Interest Unit has equal
rights with every other Membership Unit and Economic Interest Unit with respect to sharing of
profits and losses and with respect to distributions. An Economic Interest Unit may be diluted if
the Company issues additional Units.

1.18 Entity. "Entity" shall mean any general partnership, limited partnership, limited
liability company, corporation, joint venture, trust, business trust, cooperative, association, foreign
trust or foreign business organization.

1.19 Fiscal Year. "Fiscal Year" shall mean the Company's fiscal year as determined by
the Manager. The initial Fiscal Year shall be the calendar year.

1.20 Majority Interest. "Majority Interest" shall mean the Members holding in the
aggregate in excess of fifty percent (50%) of all Membership Units outstanding at the time of any
determination.

1.21 Manager. "Manager" or "Managers" shall mean one (1) or more managers who
have the authority to manage the Company in accordance with the provisions of this Operating
Agreement.

1.22. Member. "Member" shall mean each owner of a Membership Interest who executes
a counterpart of this Operating Agreement as a Member and each of the parties who may hereafter
become Members. If a Person is a Member immediately prior to the purchase or other acquisition
by such Person of an Economic Interest, such Person shall have all the rights of a Member with
respect to such purchased or otherwise acquired Membership Interest or Economic Interest, as the
case may be. In the case of a Member which is a revocable grantor trust, references herein to the
Member shall include the grantor of such trust.

1.23. Membership Interest. "Membership Interest" shall mean a Member's entire interest
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 the right to vote on, consent
to, or otherwise participate in any decision or action of or by the Members granted pursuant to this
Operating Agreement and the Act.

1.24 Membership Units. Ownership interests in the Company shall be represented by
“Membership Units." The initial ownership of Membership Units shall be as set forth on attached
Exhibit A. Each Membership Unit has equal governance rights with every other Membership Unit
and in matters subject to a vote of the Members has one (1) vote. Subject to the provisions herein,
each Membership Unit has equal rights with every other Membership Unit with respect to sharing

36898056.1
AFM000072


10.8 Amendments. This Operating Agreement may not be amended except in a writing
signed by the holders of two-thirds (2/3) of the Membership Units.

10.9 Execution of Additional Instruments. Each Member hereby agrees to execute such
other and further statements of interest and holdings, designations and other instruments as are
necessary to comply with any laws, rules or regulations.

10.10 Construction. Whenever the singular number is used in this Operating Agreement
and when required by the context, the same shall include the plural and vice versa, and the
masculine gender shall include the feminine and neuter genders and vice versa.

10.11 Headings. The headings in this Operating Agreement are inserted for convenience
only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent
of this Operating Agreement or any provision hereof.

10.12 Waivers. The failure of any party to seek redress for default of or to insist upon the
strict performance of any covenant or condition of this Operating Agreement shall not prevent a
subsequent act, which would have originally constituted a default, from having the effect of an
original default.

10.13 Rights and Remedics Cumulative. The rights and remedies provided by this
Operating Agreement are cumulative and the use of any individual 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.

10.14 Severability. If any provision of this Operating Agreement or the application
thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the
remainder of this Operating Agreement and the application of the provisions hereof shall not be
affected and shall be enforceable to the fullest extent permitted by law.

10.15 Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and
agreements herein contained shall be binding upon and inure to the benefit of the parties hereto
and, to the extent permitted by this Operating Agreement, their respective heirs, legal
representatives, successors and assigns.

10.16 Creditors. None of the provisions of this Operating Agreement shall be for the
benefit of or enforceable by any creditors of the Company.

10.17 Incorporation of Recitals. The Recitals contained herein are hereby incorporated
and made a part of the terms and mutual covenants and agreements contained in this Operating

Agreement.

10.18 Counterparts. This Operating Agreement may be executed in multiple counterparts,
each of which shall be deemed an original and all of which shall constitute one and the same
instrument.

26
AFM000027


GRECO FAMILY HOLDINGS LLC
OPERATING AGREEMENT

THIS OPERATING AGREEMENT ("Operating Agreement") is made and entered into as
of the 27" day of October, 2015, by and among GRECO FAMILY HOLDINGS LLC, an Illinois
limited liability company (the "Company"), the manager and the members set forth on attached
Exhibit A.

WHEREAS, the Company was formed as an Illinois limited Liability Company on October
27, 2015;

WHEREAS, the parties hereto desire to enter into this Operating Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein and
other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

ARTICLE | - DEFINITIONS
The following terms used in this Operating Agreement shall have the following meanings:

1.1 Act. The "Act" shall mean the Illinois Limited Liability Company Act, as it may be
amended from time to time,

1.2. Affiliate. "Affiliate" shall mean: (1) any Person directly or indircctly controlling,
controlled by or under common control with another Person; (2) a Person owning or controlling
ten percent (10%) or more of the outstanding voting securities of such other Person; (3) any officer,
director, partner, spouse, parent, or lineal descendant of such other Person; and (4) if such other
Person is an officer, director or partner, any company or partnership for which such Person acts in
any capacity.

1.3. Agreed Value. "Agreed Value" is defined in Section 7.11.

1.4 Capital Account. "Capital Account" shall mean as of any given date the account
maintained for each Member pursuant to Article 5.

1.5 Capital Contribution. "Capital Contribution" shall mean any contribution to the
capital of the Company in cash or property by a Member whenever made.

1.6 Capital Interest. "Capital Interest" shall mean as of any given date the proportion
that a Member's positive Capital Account bears to the aggregate positive Capital Accounts of all
Members whose Capital Accounts have positive balances as of such date.

1.7. Articles of Organization. The "Articles of Organization” shall mean the Articles of
Organization as filed with the Secretary of State of Illinois, as amended from time to time.

36898056.1
AFM000070


(c) | Amend the Operating Agreement of the Company in any manner which
would affect the contents of this Section 3.6;

(d) Sell, exchange, or otherwise dispose of, finance or refinance all, or
substantially all of the assets of the Company as part of a single transaction or plan and sell
exchange or otherwise dispose of substantially all of the assets of the Company;

(e) Voluntarily dissolve the Company, unless all or substantially all of its non-
cash assets have been sold.

3.7. Tax Matters Partner. Eduardo Greco is designated the Tax Matters Partner"(as
defined in Code Section 6231), and is authorized and required to represent the Company (at the
Company's expense) in connection with all examinations of the Company's affairs by tax
authorities, including, without limitation, administrative and judicial proceedings, and to expend
Company funds for professional services and costs associated therewith. The Members agree to
cooperate with each other and to do or refrain from doing any and all things reasonably required
to conduct such proceedings.

3.8 Liability for Certain Acts. Manager shall perform all duties as Manager in good
faith, in a manner reasonably believed to be in the best interests of the Company, and with 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
by 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.

3.9 Resignation. A Manager of the Company may resign at any time by giving written
notice to the Members. The resignation of a Manager shall take effect upon receipt of notice thereof
or at such later date specified in such notice; and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective. The resignation of a Manager who
is also a Member shall not affect the Manager's rights as a Member and shall not constitute a
Dissociation.

3.10 Indemnification by Company. The Company shall indemnify the Manager for
liability it may incur in its capacity as Manager of the Company.

3.11 No Exclusive Duty to Company. Except as otherwise agreed to between Company
and Manager, a Manager shall not be required to manage the Company as the Manager's sole and
exclusive function and a Manager may have other business interests and engage in activities in
addition to those relating to the Company. A Manager and its Affiliates may engage in or possess
any interests in other business ventures of any kind, independently or with others, including but
not limited to engaging in other ventures having a purpose similar to that of the Company. The
fact that the Manager or any Affiliate may encounter and take advantage of opportunities to do
any of the foregoing themselves or on behalf of others in whom they may or may not have an
interest shall not subject the Manager or any Affiliate to any liability to the Company or any of the
Members or Manager on account of any lost opportunity. None of the Company, any Member, any
Manager, or the holder of any interest in the Company shall have any right by virtue of this
Operating Agreement or the relationship created hereby in or to any other such ventures or

HTL 00156174 9

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EXHIBIT B

INSTALLMENT PROMISSORY NOTE

(insert closing date)

iy
4

FOR VALUE RECEIVED, on or before (insert final installment
date) the undersigned promises to pay to the order of (insert name of

selling party) the principal sum of (S ) (insert
amount of deferred portion of the purchase price), together with interest from the date hereof at
the rate of percent ( %) per annum on the principal balance from time to

time unpaid. The said principal and interest shall be payable in installments as hereinafter
provided.

(a) Commencing on ,20___ (insert date 30 days following
closing or other agreed upon payment date), and on the day of cach month thereafter for
consecutive months to and _ including » 20__, the sum of

(S ) shall be payable, said sum to be applied

first to accrued and unpaid interest and thereafter to principal.

(b) The entire unpaid balance of principal together with accrued and unpaid
interest thereon shall be payable on ,20___ (insert the month following
the last monthly installment under (a)).

At the option of the undersigned, at any time or times during the term of this Note, all or
any portion of the unpaid principal sum and accrued interest on this Note may be prepaid without
premium or penalty, the amount of the prepayment to be applied first to accrued interest and the
remainder to the unpaid principal. If the undersigned so designates in a written prepayment notice
delivered to the holder of this Note concurrently with the making of the prepayment, the amount
of the monthly installments shall be reduced by recomputing the monthly installment amount
required to amortize the remaining principal balance together with interest as aforesaid over the
period remaining to the original maturity date. If no such prepayment notice is so delivered, the
same installment amounts stated above shall continue to be payable on the dates designated until
such time as the entire principal sum, together with all accrued interest, is paid, at which time this
Note shall be paid in full. In such case, the portion of each of the installment amounts attributable
to principal shall be recomputed in order to adjust for the decreased interest payable on the reduced
unpaid principal balance.

At the election of the holder or holders hereof, upon notice to the maker, the principal sum
remaining unpaid hereon, together with accrued and unpaid interest thereon, shall become at once
due and payable in the event of a default in the payment of any principal or interest when due in
accordance with the terms hereof.

Exhibit B
36898708.1
AFM000063


Operating Agreement, (whether such Person is to be admitted as a new Member or
an Economic Interest Owner); and

(iii) assure compliance with any applicable state and federal Jaws including
securities laws and regulations.

(e) Any permitted Transfer of an Economic Interest or admission of a Member
in compliance with this Article 7 shall be deemed effective as of the end of the calendar
month in which the remaining Members’ consent thereto was given, or, if no such consent
was required, then on such date that the donee or successor in interest complies with the
conditions set forth in Section 7.6(d). The Transferring Member agrees, upon request of
the remaining Members, to execute such certificates or other documents and to perform
such other acts as may be reasonably requested by the remaining Members from time to
time in connection with the Transfer. The Transferring Member hereby agrees to indemnify
the Company and the remaining Members 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 7.

7.7 Intentionally Omitted.

7.8 Option Upon Involuntary Transfer.

{a) If a Member's Membership Interest or Economic Interest is Transferred by
operation of law (an "Involuntary Transfer") to any Person other than the Company or a
Permitted Transferee (such as but not limited to a Member's trustee in bankruptcy, to a
purchaser at any creditor's or court sale or to the guardian or conservator of an incompetent
Member) (an "Involuntary Transferee"), the Manager, for sixty (60) days following the
receipt of actual notice of the Transfer (the "Notice Period"), shall have an option to
purchase all or any portion of the Membership Interest or Economic Interest subject to the
Involuntary Transfer (the "Involuntarily Transferred Interest"). Such option shall be
exercised by written notice to the Member and the Involuntary Transferee. The purchase
price of such Involuntarily Transferred Interest by the remaining Members shall be the
Agreed Value.

(b) If the Manager fails to exercise its options to purchase all of the
Involuntarily Transferred Interest, the Company shall have the right to purchase the
remaining Involuntarily Transferred Interest, for the Agreed Value, by giving written
notification to the Involuntary Transferee and the Member within thirty (30) days after the
expiration of the Notice Period (the "Company Notice Period").

(c) If the Company fails to exercise its options to purchase all of the
Involuntarily Transferred Interest, the remaining Members on a basis pro rata to their
Membership Units or upon such other basis they shall mutually agree shall have the right
to purchase the remaining Involuntarily Transferred Interest, for the Agreed Value, by
giving written notification to the Involuntary Transferee and the Member within thirty (30)
days after the expiration of the Company Notice Period (the "Remaining Members Notice
Period").

19
AFM000020


respect to such purchased or otherwise acquired Membership Interest or Economic Interest, as the
case may be. In the case of a Member which is a revocable grantor trust, references herein to the
Member shall include the grantor of such trust.

1.24 Membership Interest. "Membership Interest" shall mean a Member's entire interest
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 the right to vote on, consent
to, or otherwise participate in any decision or action of or by the Members granted pursuant to this
Operating Agreement and the Act.

1.25 Membership Units. Ownership interests in the Company shall be represented by
"Membership Units." The initial ownership of Membership Units shall be as set forth on attached
Exhibit A. Each Membership Unit has equal governance rights with every other Membership Unit
and in matters subject to a vote of the Members has one (1) vote. Subject to the provisions herein,
each Membership Unit has equal rights with every other Membership Unit with respect to sharing
of profits and losses and with respect to distributions. A Membership Unit may be diluted if the
Company issues additional Membership Units.

1.26 Minimum Rate. "Minimum Rate" shall mean the minimum rate of interest which
can be used without causing additional interest to be imputed pursuant to the Code.

1.27 Net Profits and Losses. "Net Profits" and "Net Losses" shall mean the net amount
of all income, gain, loss, and deductions of the Company in the aggregate or separately stated, as
appropriate, determined in accordance with generally accepted accounting principles employed
under the method of accounting selected by the Manager at the close of each fiscal year on the
Company's tax return filed for federal income tax purposes.

1.28 Operating Agreement. "Operating Agreement" shall mean this Operating
Agreement as originally executed and as amended from time to time. If a provision of this
Operating Agreement differs from a provision of the Articles of Organization, then to the extent
allowed by law this Operating Agreement shall govern.

1.29 Participating Percentage. "Participating Percentage" shall mean a Member's or
Economic Interest Owner's right to allocations of Net Profits and Net Losses of the Company
calculated as the Units owned by such Member or Economic Interest Owner divided by the total
number of Units outstanding. The current Participating Percentages are set forth on Exhibit A
attached hereto and made part hereof.

1.30 Permitted Transferee. "Permitted Transferee" when used herein shall mean:
(a) another Member; or

(b) any member of a Member; provided, however, that a Permitted Transferee
shall not be a Permitted Transferee unless he, she, or it complies with the provisions of
Section 7.6(d).

1.31 Person. "Person" shall mean an individual, partnership, limited partnership, limited
liability company, trust, estate, association, corporation, or other entity.

4

36898708.1
AFM000037


his, her or its promissory note payable to the order of the selling party. Each such
promissory note shall be in substantially the form set forth in Exhibit B attached hereto.

(d) The failure of the remaining Members and the Company to notify the
Involuntary Transferee of their desire to exercise their rights to purchase the Involuntarily
Transferred Interest at or prior to the end of the Remaining Members Notice Period shall
result in the termination of the right to purchase and the Involuntary Transferee may retain
such Involuntarily Transferred Interest in the form of an Economic Interest, and shall have
no right to participate in the management of the business or affairs of the Company or
become a Member except as set forth in Section 7.4.

7.7 Options Upon Dissociation. A Member may not withdraw or dissociate from the
Company, except as permitted herein. In the event of the Dissociation, for any reason
("Terminating Event"), of any Member (a "Dissociated Member"), the Manager, remaining
Members and the Company shall have the option to acquire the Dissociated Member's Membership
Interest, including the Economic Interest of each donee of the Dissociated Member as follows:

(a) The Company shall have the right of first refusal to purchase all, or any
portion, of the Membership Interest of the Dissociated Member by giving written
notification to the Dissociated Member within ninety (90) days after the Terminating Event
(the "Company Response Period").

(b) If the Company fails to exercise its option, then the remaining Members on
a basis pro rata to their Membership Units or upon such other basis they shall mutually
agree shall have the right to purchase the remaining Membership Interest of the Dissociated
Member by giving written notification to the Dissociated Member within thirty (30) days
after the expiration of the Company Response Period (the "Remaining Members Response
Period").

(c) If the remaining Members and/or the Company shall give written notice to
the Dissociated Member of their desire to exercise their right to purchase all of the
Dissociated Member's Membership Interest, the remaining Members and/or the Company
shall have the right to designate the time, date and place of closing, provided that the date
of closing shall be within sixty (60) days after the last of the Members and/or the Company
has given written notification to the Dissociated Member of the clection to exercise their
right to purchase or the end of the Remaining Members Response Period, whichever is
earlier.

(d) The purchase price for the entire Membership Interest and/or Economic
Interest of a Dissociated Member shall be the Agreed Value.

(e) In the event of a purchase of a Membership Interest as a result of the
Dissociation of a Dissociated Member, a portion of the purchase price for such
Membership Interest equal to twenty-five percent (25%) thereof shall be paid in cash at the
closing of the transaction. The remaining portion of the purchase price shall be deferred
and payable, together with interest on the unpaid balance from time to time at the Minimum
Rate, in sixty (60) equal installments of principal and interest, the first installment being

HTL 00156174 20

36895652.1
AFM000157


(f) The Manager shall comply with all requirements of applicable law
pertaining to the winding up of the affairs of the Company and the final distribution of its
assets.

9.3 Articles of Dissolution. When all debts, liabilities and obligations of the Company
have 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, articles of dissolution as
required by the Act, shall be executed in duplicate and filed with the Illinois Secretary of State.

94 — Effect of Filing of Articles of Dissolution. Upon the filing of Articles of Dissolution
with the Illinois Secretary of State, the existence of the Company shall cease, except for the
purpose of suits, other Proceedings and appropriate action as provided in the Act. The Manager
shall have authority to distribute any Company property discovered after dissolution, convey real
estate and take such other action as may be necessary on behalf of and in the name of the Company.

9.5 Assets Distributed on Dissolution, Except as provided by law or as expressly
provided in this Operating Agreement, upon dissolution, each Member shall look solely to the
assets of the Company for the return of the Member's Capital Contribution. If the Company
property remaining after the payment or discharge of the debts and liabilities of the Company is
insufficient to return the cash contribution of one (1) or more Members, such Member or Members
shall have no recourse against any other Member, except as otherwise provided by law.

ARTICLE 10
MISCELLANEOUS

10.1 Waiver of Conflict of Interest. The law firm of Hamilton Thies & Lorch LLP
hereby discloses to the parties its potential conflicts of interest arising from the negotiation of this
Operating Agreement and all documents related thereto and arising from the organization and
operation of the Company, which may include without limitation conflicts regarding management,
voting, and distributions. Hamilton Thies & Lorch LLP represents the Manager with regard to all
such matters, and Hamilton Thies & Lorch LLP has urged all Members to seek independent
representation. The Members and the Company acknowledge that they have been advised of all
conflicts of interest arising from the representation. The parties hereby waive any conflict of
interest resulting from the past, current and future representation provided by Hamilton Thies &
Lorch LLP to the Manager and the Company in both matters related and unrelated to this Operating
Agreement.

10.2 Notices. Any notice, demand, or communication required or permitted to be given
by any provision of this Operating Agreement shall be deemed to have been sufficiently given or
served for all purposes if: (a) delivered personally to the party or to an officer of the party to whom
the same is directed; or (b) sent by facsimile transmission, receipt of which is acknowledged by
the recipient by customary fax receipt acknowledgment and by sending a copy of such notice,
demand and communication by regular mail; or (c) sent by registered or certified mail, postage
and charges prepaid; or (d) sent by recognized overnight delivery service (e.g., FedEx or UPS),
charges prepaid, in any case addressed to the Member's and/or Company's address, as appropriate,
which addresses are set forth in this Operating Agreement. Except as otherwise provided herein,
any such notice shall be deemed to be given two (2) business days after the date on which the same

24

36898708.1
AFM000057


ARTICLE 8
ADDITIONAL MEMBERS

From the date of the formation of the Company, upon consent of the Manager, a Person
may become a Member in this Company either by the issuance by the Company of Membership
Interests for such consideration as the Manager determines, or as a transferee of a Member's
Membership Interest or any portion thereof, subject to the terms and conditions of this Operating
Agreement. No new Members shall be entitled to any retroactive allocation of losses, income or
expense deductions incurred by the Company. The Manager may, at its option, at the time a
Member is admitted, close the Company books (as though the Company's tax year had 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 9
DISSOLUTION AND TERMINATION

9.1 Dissolution.

(a) | The Company shall be dissolved upon the occurrence of any of the
following events:

(i) when the period fixed for the duration of the Company, if any, shall
expire pursuant to Section 2,5 hereof;

(ii) _ by the written agreement of Members holding two-thirds (2/3) of the
Membership Units; or

(iii) upon the occurrence of an event causing dissolution as specified in
the Act.

(b) The Dissociation of a Member shall not constitute a dissolution of the
Company.

{c) Unless otherwise approved by the Manager, a Member who resigns (a
“Resigning Member") or whose Membership Interest is otherwise terminated by virtue of
a Dissociation, shall not be entitled to receive any liquidating distributions in excess of
those distributions to which such Member would have been entitled had such Resigning
Member remained a Member. Except as otherwise expressly provided herein, a Resigning
Member shall immediately become an Economic Interest Owner.

9.2 Dissolution and Liquidation 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 the date of the last previous accounting until the date of
dissolution. The Manager shall immediately proceed to wind up the affairs of the Company.

22
AFM000023


(n) Execute on behalf of the Company all instruments and documents,
including, without limitation, checks, drafts, notes and other negotiable instruments;
mortgages or deeds of trust; security agreements; financing statements; documents
providing for the acquisition, mortgage or disposition of the Company's property; deeds;
assignments; bills of sale; leases; and any other instruments or documents necessary to the
business of the Company;

{o) Employ accountants, legal counsel, managing agents or other experts to
perform services for the Company;

(p) Enter into any and all other agreements on behalf of the Company, in such
forms as the Manager may approve; and

(q) | Do and perform all other acts as may be necessary or appropriate to the
conduct of the Company's business.

3.4 Duties of Manager, At the expense of the Company, the Manager shall be
responsible for the following duties:

(a) The Manager shall maintain records and accounts of the operations and
expenditures of the Company, which shal] at a minimum include the following records
which the Manager shall keep at the principal place of business of the Company:

(i) proper and complete records and books of account in which shall be
entered fully and accurately all transactions relating to the Company's business in
such detail and completeness as is customary and usual for businesses of the type
engaged in by the Company;

(ii) 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 statement
of the agreed value of the other property or services each Member and Economic
Interest Owner has contributed or has agreed to contribute in the future, and the
date on which each became a Member or Economic Interest Owner;

(iii) a copy of the Articles of Organization of the Company and all
amendments thereto, together with executed copies of any powers of attommey
pursuant to which any amendment has been executed;

(iv) copies of the Company's federal, state, and local income tax returns
and reports, if any, for the three (3) most recent years;

(v) copies of the Company's currently effective written Operating
Agreement;

(vi) copies of any financial statements of the Company for the three (3)
most recent years;

HTL 00156174 7

36895652.1
AFM000144


due and payable on the thirtieth day following the date of closing of the sale, and
subsequent installments being due on the same day of each succeeding month until the
remaining unpaid balance plus interest accrued thereon has been paid in full. The
indebtedness of each purchaser shall be evidenced by each purchaser's promissory note
payable to the order of the selling party. Each such promissory note shall be in substantially
the form set forth in Exhibit B attached hereto.

(f} The failure of the remaining Members and the Company to notify the
Dissociated Member of their desire to exercise their respective rights to purchase all of the
Dissociated Member's Membership Interest prior to the end of the Remaining Members
Response Period shail result in the termination of the right to purchase and the Dissociated
Member shal] retain such Membership Interest, in the form of an Economic Interest, and
shall have no right to participate in the management of the business or affairs of the
Company or become a Member except as set forth in Section 7.5. The Company shall not
be required to purchase the Membership Interest or Economic Interest of a Member in the
case of the Dissociation of that Member.

7.8 Agreed Value. The term "Agreed Value" shall mean a Member's proportionate
share (determined on the basis of a Member's Participating Percentage of the fair market value of
the Company. As of September 30, 2010, the fair market value of the Company was the amount
established by the independent valuation performed Clifton Gunderson LLP. This amount shall
continue to be the fair market value of the Company until December 31, 2012. Thereafter, the fair
market value of the Company shall be determined by using any one of the three following methods
that results in the highest value: (i) sixty-five percent (65%) of the total Member's equity reflected
on the books and records of the Company, (ii) 25% of the 5-year Average Profit (hereafter defined)
of the Company, or (iii) the amount established by an independent certified public accountant
pursuant to the methodology and formula, including discounts referenced therein, utilized in the
valuation referenced in this Section 7.8. For purposes hereof, the term "5-year Average Profit
means the average Net Profit for the five most recent years ending prior 1o the year in which an
event described in this Article 7 has occurred.

ARTICLE 8 - ADDITIONAL MEMBERS

From the date of the formation of the Company, upon consent of the Manager, a Person
may become a Member in this Company either by the issuance by the Company of Membership
Interests for such consideration as the Manager determines, or as a transferee of a Member's
Membership Interest or any portion thereof, subject to the terms and conditions of this Operating
Agreement. No new Members shall be entitled to any retroactive allocation of losses, income or
expense deductions incurred by the Company. The Manager may, at its option, at the time a
Member is admitted, close the Company books (as though the Company's tax year had 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.

21

36898056.1
AFM000090


characterized as resignation, retirement, or withdrawal, then the Dissociating Member is
liable to the Company for damages resulting from such wrongful Dissociation.

(c) Upon a Dissociation by a Member, such Member shall cease to be a
Member and shall become an Economic Interest Owner whose Membership Interest may
be purchased by the remaining Members or the Company pursuant to Article 7. The
Company may offset any amounts or obligations owed by a Dissociated Member to the
Company including damages arising from such wrongful Dissociation against any amounts
due the Dissociating Member, regardless of the cause of a Member's Dissociation and
regardless of whether the Member's Dissociation results in dissolution of the Company.

4.3 Expulsion of Members. Members may be expelled from the Company by the
Company or the other Members only upon judicial determination that the Member engaged in
wrongful conduct that adversely and materially affected the business of the Company, willfully or
persistently committed a material breach of this Operating Agreement or of a duty owed to the
Company or the other Members under the Act, or engaged in conduct relating to the business of
the Company that makes it not reasonably practicable to carry on the business of the Company if
such Member remains a Member.

44 Company Books. 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, to inspect and copy at the requesting Member's or Economic Interest
Owner's expense, the books and records of the Company, including the records maintained
pursuant to Section 3.4 herein, the Company documents identified in the Act, and such other
documents which the Manager, in their discretion, deem appropriate.

4.5 Priority and Return of Capital. Except as may be expressly provided herein, no
Member or Economic Interest Owner shall have priority over any other Member or Economic
Interest Owner, either as to the retum of Capital Contributions or as to Net Profits, Net Losses or
distributions; provided that this Section 4.5 shall not apply to loans which a Member has made to

the Company.

4.6 Return of Distributions. A Member who receives a distribution or the return in
whole or in part of the Member's Capital Contribution is liable to the Company only to the extent
provided by the Act.

4.7 No Exclusive Duty to Company. Except as otherwise agreed to by Company and
Member, a Member shall not be required to devote the Member's efforts to the Company as the
Member's sole and exclusive function, and a Member may have other business interests and engage
in activities in addition to those relating to the Company. A Member and the Member's Affiliates
may engage in or possess any interests in other business ventures of any kind, independently or
with others, including but not limited to engaging in other ventures having a purpose similar to
that of the Company. The fact that the Member or any Affiliate may encounter and take advantage
of opportunities to do any of the foregoing themselves or on behalf of others in whom they may
or may not have an interest shall not subject the Member or any Affiliate to any liability to the
Company or any of the Members or Manager on account of any lost opportunity. None of the
Company, any Member, any Manager, or the holder of any interest in the Company shall have any

11

36898708.1
AFM000044


ARTICLE 7 - MEMBERSHIP CERTIFICATES AND TRANSFERABILITY

Al Certificates for Membership Interest. The Company may issue, in such form as
deemed appropriate, membership interest certificates to represent Membership Interests in the
Company. Such membership certificates issued shall be signed by such Persons as are authorized
by the Manager.

7.2 Restrictions on Transfer. Except as otherwise specifically provided in this Article
7, neither a Member nor an Economic Interest Owner shall have the right to Transfer all or any
part of the Member's Membership Interest or the Economic Interest Owner's Economic Interest.

7.3. Transfers on Company Books. All Transfers of whatever nature of interests in the
Company shall be made exclusively on the books of the Company in which such Transfers are
regularly recorded, and such Transfers may only be made in compliance with the restrictions and
requirements established by the Articles of Organization, this Operating Agreement, any
agreement entered into by and between the Members, and any provision of the laws of the State
of Illinois, as any such restrictions and requirements shall exist from time to time.

74 Right of First Refusal.

(a) If any Member or an Economic Interest Owner (a "Transferring Member")
desires to Transfer all or any portion of the Transferring Member's Membership Interest or
Economic Interest in the Company (the "Offered Interest") to a third party who is not a
Permitted Transferee, the Transferring Member shall first obtain from such third party a
bona fide written offer to purchase such Offered Interest, stating the terms and conditions
upon which the purchase is to be made and the consideration offered therefor (the "Offer").
The Transferring Member shall give written notification to the remaining Members and the
Company of the Transferring Member's intention to Transfer the Offered Interest,
furnishing to the remaining Members a copy of the Offer (the "Transfer Notice").

(b) Upon receipt of a Transfer Notice, the remaining Members, the Manager,
and the Company shall have the option to purchase the Offered Interest as follows:

{i) the Company shall have the right to purchase the Offered Interest
for the lower of: (A) the purchase price stated in the Offer; or (B) the Agreed Value.
The Company shall exercise its option by giving written notice to the Transferring
Member within fifteen (15) days after the end of the Response Period (the
"Company Response Period").

(ii) if the Company shall fail to exercise its right to purchase all of the
Offered Interest, then the remaining Members shall, on a basis pro rata to their
Membership Units or upon such other basis as they shall mutually agree, have the
right to purchase all, or any portion, of the Offered Interest for the lower of: (A) the
purchase price stated in the Offer; or (B) the Agreed Value. The remaining
Members shall exercise their option by giving written notice to the Transferring
Member within forty-five (45) days after receiving the Transfer Notice from the
Transferring Member (the "Remaining Members Response Period").

16

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AFM000085


EXHIBIT A

MEMBER INFORMATION
Membership Participating

Member’s Names Units Percentages
GRECO FAMILY HOLDINGS LLC 46.89 46.89%
GRECO PG FIVE LLC 42,49 42.49%
GRECO EG THREE LLC 10.62 10.62%
TOTAL 100 100%
HTL 00157400 Exhibit A

36898708.1
AFM000062


(iii) the failure of the remaining Members and the Company to notify the
Transferring Member of their desire to exercise their right to purchase all of the
Offered Interest prior to the end of the Remaining Members Response Period shall
result in the termination of the right of first refusal under this Section 7.4 and the
Transferring Member shall be entitled to consummate the Transfer of the Offered
Interest to the third party; provided, that the Transfer shall be consummated within
thirty (30) days following the expiration of the Remaining Members Response
Period. Any rights a Transferring Member may have as a Member shall terminate
upon the consummation of such sale.

(c) If the remaining Members and/or the Company shall give written notice to

the Transferring Member as set forth herein, such parties shall have the right to designate
the time, date and place of closing, provided that the date of closing shall be within sixty
(60) days after the last such parties have given written notification to the Transferring
Member of their respective elections to exercise their right of first refusal to purchase the
Offered Interest under this Section 7.4.

(d) In the event of a purchase of an Offered Interest pursuant to this Section 7.4,

the purchase price shall be payable upon the terms set forth in the Offer.

36898056.1

(e) Notwithstanding any provision in this Section 7.4 to the contrary,

(i) In the event that, within three (3) years after one or more Members
and/or the Company purchases all of the Offered Interest pursuant to this Section
7.4, the remaining Members and Economic Interest Owners sell all or substantially
all of their Membership Interests and Economic Interests to a third party for a
purchase price in excess of the purchase price paid pursuant to this Section 7.4,
after deducting the expenses of sale, at the closing of such sale the Transferring
Member shall be paid an amount equal to the difference between (i) the price per
Unit at which the Transferring Member sold the Offered Interest to the remaining
Members and/or the Company and (ii) the price per Unit paid by the third party for
the purchase of all or substantially all of the Units, including all compensation
amounts for employment, consulting and non-competition agreements paid to the
remaining Members and/or the Company; provided, however, such amount
otherwise payable to the Transferring Member hereunder shall be reduced by an
amount equal to ten percent (10%) for each year (and a proportionate amount for
any period of less than a year) between the closing of the purchase of the Offered
Interest and the closing of the purchase by the third party.

Gi) _ In the event that, within three (3) years after one or more Members
and/or the Company purchases all of the Offered Interest, the Company sells
substantially all of the assets of the Company to a third party for a purchase price
in excess of the price paid pursuant to this Section 7.4 on a per Unit basis, after
deducting the expenses of sale, at the closing of such sale, the Transferring Member
shall be paid an amount equal to the difference between (i) the price per Unit at
which the Transferring Member sold the Offered Interest to the remaining Members
and/or the Company and (ii) the asset purchase price paid by the third party,

17

AFM000086


7.5 Tax Allocations. Except as otherwise required by the Code or the Treasury
Regulations promulgated thereunder, income, gain, loss, deduction, credit and other
items, as computed for Federal income tax purposes, shall be allocated among the
Members in the same manner as the corresponding book items are allocated pursuant to
Section 7.4,

7.6 Distributions of Cash Flow. Unless otherwise agreed to by unanimous vote of
the Members, the Manager shall cause the Company to distribute its net Cash Flow to the
Members from time to time, first to the Members who contributed capital to the
Company, in proportion to the respective amounts contributed by each, and second, after
the capital contribution has been returned to each Member as aforesaid, then to all of the
Members in proportion to the Members' respective Membership Interest. The "cash flow"
of the Company for any Fiscal Year shall consist of all cash received by the Company
during that Fiscal Year from any source (other than proceeds from the sale, exchange or
other disposition of all or substantially all of the non-cash assets of the Company, which
shall be distributed in accordance with Article XII), less cash expended for the debts and
expenses of the Company, principal payments on any indebtedness of the Company,
capital expenditures and reasonable reserves otherwise required for the Company
business as determined by the Manager.

ARTICLE VII
Rights, Duties, Liabilities and
Restrictions of the Manager

8.1 Responsibility of the Manager. The Members do hereby elect «Manager» as
Manager of the Company. The Manager shall serve until his resignation, removal from
office or inability to serve. The Manager shall have the sole and exclusive right to manage,
control and conduct the affairs of the Company and to do any and all acts on behalf of the
Company. The Manager shall make all decisions affecting the affairs and business of the
Company to the best of its ability and shall use its best efforts to carry out the purposes of
the Company as set forth herein.

8.2 Authority of Manager. Except as herein expressly restricted, the Manager shall
have all the rights and powers permitted under the applicable provisions of the Act. The
Manager has the absolute authority to sell, exchange, mortgage, pledge or otherwise
transfer or encumber all or substantially all of the Company's assets, including in a
transaction that is not in the ordinary course of business. Nothing herein contained shall
impose any obligation on any person or firm doing business with the Company to inquire
as to whether or not the Manager has exceeded its authority in executing any contract,
lease, mortgage, security agreement, deed or other instrument on behalf of the Company,
and any such third person shall be fully protected in relying upon such authority.

8.3 Bank Accounts. All funds of the Company shall be deposited in the Company
name in such bank account or accounts as shall be designated by the Manager from time

AFM000121


best interests of the Company or, with respect to any criminal action or proceeding, that the
person had reasonable cause to believe that the person's conduct was unlawful.

8.11 Tax Matters Partner. The Manager shall be the Company's Tax Matters Partner
as defined in Code Section 6231(a)(7).

ARTICLE IX
Liability of Members

9.1 No Control by the Members. Except for the Manager, the Members shall take
no part in the control or management of the affairs of the Company, nor shall a Member
have any authority to act for or on behalf of the Company or to sign for or bind the
Company.

9.2 Liability. No Member shall be personally liable for any of the debts of the
Company or any of the losses thereof beyond the amount contributed or required to be
contributed by it to the Company under this Agreement and as otherwise specified in the
Act.

9.3 Trustee Liability.

(e)When this Agreement is executed by the trustee of any trust, such execution is
by the trustee, not individually, but solely as trustee in the exercise and under the
power of authority conferred upon and vested in such trustee, and it is expressly
understood and agreed that nothing herein contained shall be construed as creating any
liability on the part of any such trustee personally to pay any amounts required to be
paid hereunder, or to perform any covenant, either express or implied, contained
herein, all such liability, if any, being expressly waived by the parties hereto by their
execution hereof. Any liability of any Member which is a trust to the Company or to
any third person shall be only that of such trust to the full extent of its trust estate and
shall not be a personal liability of any trustee, grantor or beneficiary thereof.

(f) Any successor trustee or trustees of any trust which is a Member herein shall be
entitled to exercise the same rights and privileges and be subject to the same duties and
obligations as his predecessor trustee. As used in this Agreement, the term "trustee"
shall include any or all such successor trustees.

ARTICLE X
Admission of Additional Members; Assignment Provisions

10.1 Admission of Additional Members.

(g)The Manager may admit one or more additional Members or sell additional
Member interests to current Members upon executing an appropriate amendment
hereto.

(h)Upon the admission of one or more additional Members, the Manager is
authorized to adjust the Percentage Interests of the Members to reflect the dilution

AFM000124


EXHIBIT B

INSTALLMENT PROMISSORY NOTE

(insert closing date)
, 20

FOR VALUE RECEIVED, on or before (insert final installment
date) the undersigned promises to pay to the order of (insert name of
selling party) the principal sum of (S$. ) Cinsert
amount of deferred portion of the purchase price), together with interest from the date hereof at
the rate of percent ( %) per annum on the principal balance from time to
time unpaid. The said principal and interest shall be payable in installments as hereinafter
provided.

(a) | Commencing on ,20___ (insert date 30 days following
closing or other agreed upon payment date), and on the day of each month thereafter for

consecutive months to and including » 20__, the sum of
($ ) shall be payable, said sum to be applied

first to accrued and unpaid interest and thereafter to principal.

(b) The entire unpaid balance of principal together with accrued and unpaid
interest thereon shall be payable on ,20___ (insert the month following
the last monthly installment under (a)).

At the option of the undersigned, at any time or times during the term of this Note, all or
any portion of the unpaid principal sum and accrued interest on this Note may be prepaid without
premium or penalty, the amount of the prepayment to be applied first to accrued intercst and the
remainder to the unpaid principal. If the undersigned so designates in a written prepayment notice
delivered to the holder of this Note coneurrently with the making of the prepayment, the amount
of the monthly installments shall be reduced by recomputing the monthly installment amount
required to amortize the remaining principal balance together with interest as aforesaid over the
period remaining to the original maturity date. If no such prepayment notice is so delivered, the
same installment amounts stated above shall continue to be payable on the dates designated until
such time as the entire principal sum, together with all accrued interest, is paid, at which time this
Note shall be paid in full. In such case, the portion of each of the installment amounts attributable
to principal shall be recomputed in order to adjust for the decreased interest payable on the reduced
unpaid principal balance.

At the election of the holder or holders hereof, upon notice to the maker, the principal sum
remaining unpaid hereon, together with accrued and unpaid interest thereon, shall become at once
due and payable in the event of a default in the payment of any principal or interest when due in
accordance with the terms hereof.

Exhibit B
AFM000031


Operating Agreement, (whether such Person is to be admitted as a new Member or
an Economic Interest Owner); and

(iii) assure compliance with any applicable state and federal laws
including securities laws and regulations.

(e) Any permitted Transfer of an Economic Interest or admission of a Member
in compliance with this Article 7 shall be deemed effective as of the end of the calendar
month in which the remaining Members' consent thereto was given, or, if no such consent
was required, then on such date that the donee or successor in interest complies with the
conditions set forth in Section 7.5(d). The Transferring Member agrees, upon request of
the remaining Members, to execute such certificates or other documents and to perform
such other acts as may be reasonably requested by the remaining Members from time to
time in connection with the Transfer. The Transferring Member hereby agrees to indemnify
the Company and the remaining Members 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 7.

7.6 Option Upon Involuntary Transfer.

(a) If a Member's Membership Interest or Economic Interest is Transferred by
operation of law (an “Involuntary Transfer") to any Person other than the Company or a
Permitted Transferee (such as but not limited to a Member's trustee in bankruptcy or to a
purchaser at any creditor's or court sale) (an "Involuntary Transferee"), the Company, for
sixty (60) days following the receipt of actual notice of the Transfer (the "Notice Period"),
shall have an option to purchase all or any portion of the Membership Interest or Economic
Interest subject to the Involuntary Transfer (the "Involuntarily Transferred Interest"). Such
option shall be exercised by written notice to the Member and the Involuntary Transferee.
The purchase price of such Involuntarily Transferred Interest by the remaining Members
shall be the Agreed Value.

(b) If the Company fails to exercise its options to purchase all of the
Involuntarily Transferred Interest, the remaining Members on a basis pro rata to their
Membership Units or upon such other basis they shall mutually agree shall have the right
to purchase the remaining Involuntarily Transferred Interest, for the Agreed Value, by
giving written notification to the Involuntary Transferee and the Member within thirty (30)
days after the expiration of the Notice Period (the "Remaining Members Notice Period").

(c) In the event of a purchase of a Membership Interest pursuant to this Section
7.6, a portion of the purchase price for such Membership Interest equal to twenty-five
percent (25%) thereof shall be paid in cash at the closing of the transaction. The remaining
portion of the purchase price shall be deferred and payable, together with interest on the
unpaid balance from time to time at the Minimum Rate, in sixty (60) equal installments of
principal and interest, the first installment being due and payable on the thirtieth day
following the date of closing of the sale, and subsequent installments being due on the same
day of each succeeding month until the remaining unpaid balance plus interest accrued
thereon has been paid in full. The indebtedness of each purchaser shall be evidenced by

HTL 00156174 19

36895652.1
AFM000156


2.5 Term. The term of the Company shall be perpetual, unless the Company is
dissolved in accordance with either the provisions of this Operating Agreement or the Act.

2.6 Business of Company. The business of the Company shall be to transact any and

all lawful business for which a company may be organized under the Act.

ARTICLE 3
RIGHTS AND DUTIES OF MANAGER

3.1 Management. The business and affairs of the Company shall be directed, managed
and controlled by its Manager. Except as otherwise 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 perform any and all other acts or
activities customary or incident to the management of the Company's business. Except as provided
otherwise in this Agreement, at any time when there is more than one (1) Manager, the decision
ofa majority of all of the Managers shall be required for the Manager to take any action permitted
to be taken under this Operating Agreement or the Act.

3.2 Number, Tenure, Designation and Qualifications. As of the date hereof, the
Company shall have one (1) Manager: Eduardo E. Greco. Any successor manager shall be chosen
by Eduardo E. Greco. It is acknowledged and agreed that the Members shall have no right or
authority to terminate or replace the Manager.

3.3. Authority of Manager. Except as provided in Section 3.6, and without limiting the
generality of Section 3.1, the Manager shal] have power and authority, on behalf of the Company
to:

{a) Acquire property from any Person as the Manager may determine, whether
or not such Person is directly or indirectly affiliated or connected with any Manager or
Member;

(b) Pledge, encumber, and allow or cause security interests to be placed on any
and all assets of the Company;

(c) Hire or fire any and all employees, agents, or contractors for the Company;

(d) Enter into or terminate employment agreements or other compensation
arrangements;

(e) Sell, exchange, or otherwise dispose of, finance or refinance all, or
substantially all of the assets of the Company as part of a single transaction or plan and sell
exchange or otherwise dispose of substantially all of the assets of the Company;

(f) Modify or make distributions to the Members;

AFM000007


19 Company. The "Company" shall mean GS] FAMILY OFFICE LLC, a Delaware
limited liability company.

1.10 Company Property or Property. "Company Property” or "Property" shall mean all
properties, assets and rights of any type owned by the Company.

1.11 Deficit Capital Account, "Deficit Capital Account" shall mean with respect 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 to the following adjustments:

(a) Credit to such Capital Account any amount which such Member is obligated
to restore under Section 1.704-1(b)(2)(ii)(c) of the Treasury Regulations, as well as any
addition thereto pursuant to the next to last sentence of Sections 1.704-2(g)(1) and (i)(5) of
the Treasury Regulations, after taking into account thereunder any changes during such
year in partnership minimum gain (as determined in accordance with Section 1.704-2(d)
of the Treasury Regulations) and in the minimum gain attributable to any partner for
nonrecourse debt (as determined under Section 1.704-2(i)(3) of the Treasury Regulations);
and

(b) Debit to such Capital Account the items described in Sections 1.704-
1(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations.

(c) This definition of Deficit Capital Account is intended to comply with the
provisions of Treasury Regulations Sections 1.704-1(b)(2)(ii)(d) and 1.704-2, and shall be
interpreted consistently with those provisions.

1.12 Dissociating Member, "Dissociating Member" shal! mean a Member for which an
event of Dissociation has occurred.

1.13 Dissociation. "Dissociation" shall mean the notice by a Member to withdraw from
the Company, a Transfer of all of a Member's Membership Interest, the expulsion of a Member,
the bankruptcy or insolvency of a Member, the dissolution of a Member, or such other events as
set forth in the Act.

1.14 Distributable Cash. "Distributable Cash" shall mean all cash, revenues and funds
received by the Company from Company operations, less the sum of the following to the extent
paid or set aside by the Company: (a) all principal and interest payments on indebtedness of the
Company and all other sums paid to lenders; (b) all cash expenditures incurred in the normal
operation of the Company's business; and (c) Reserves as the Manager deems reasonably necessary
for working capital and to pay taxes, insurance, debt service and other costs or expenses incident
to the ownership and operation of the business of the Company.

1.15 Economic Interest. "Economic Interest" shall mean a Member's or Economic
Interest Owner's share of the Company's Net Profits, Net Losses and distributions of the
Company's assets pursuant to this Operating Agreement and the Act, but shall not confer any right
to participate in the management or affairs of the Company, including, the right to vote on, consent
to or otherwise participate in any decision of the Members or Manager.

HTL 00156174 2

36895652.1
AFM000139


activities, or to the income or profits derived therefrom, and the pursuit of such ventures, even if
competitive with the business of the Company shall not be deemed wrongful or improper.

3.12 Removal. At a meeting called expressly for that purpose, all or any lesser number
of Managers may be removed at any time, with or without cause, by Members holding two- thirds
(2/3) of the Membership Units of all Members. The removal of a Manager who is also a Member
shall not affect the Manager's rights as a Member and shall not constitute a Dissociation.

3.13 Vacancies. Any vacancy occurring for any reason in the number of Manager of the
Company may be filled by the affirmative vote of Members holding at least two-thirds (2/3) of the
Membership Units.

3.14 Salaries. The salaries and other compensation of the Manager shall be fixed from
time to time by an affirmative vote of the Members holding a Majority Interest, and no Manager
shall be prevented from receiving such salary because the Manager is also a Member of the
Company.

3.15 Other Agreements. None.
ARTICLE 4 - RIGHTS AND OBLIGATIONS OF MEMBERS

4.1 Limitation of Liability. Each Member's liability shall be limited as set forth in this
Operating Agreement, the Act and other applicable law. A Member shall not be personally liable
for any debts or losses of the Company beyond the Member's Capital Contribution or as otherwise
provided herein or required by law.

42 Dissociation by Members.

(a) Before the dissolution of the Company, any voluntary Dissociation by a
Member without the prior written consent of the remaining Members holding two- thirds
(2/3) of the remaining Membership Units shall be a wrongful Dissociation.

(b) If a Member Dissociates before the dissolution of the Company, and the
Dissociation results from volitional conduct of the Member that could reasonably be
characterized as resignation, retirement, or withdrawal, then the Dissociating Member is
liable to the Company for damages resulting from such wrongful Dissociation.

(c) Upon a Dissociation by a Member, such Member shall cease to be a
Member and shall become an Economic Interest Owner whose Membership Interest may
be purchased by the remaining Members or the Company pursuant to Article 7. The
Company may offset any amounts or obligations owed by a Dissociated Member to the
Company including damages arising from such wrongful Dissociation against any amounts
due the Dissociating Member, regardless of the cause of a Member's Dissociation and
regardless of whether the Member's Dissociation results in dissolution of the Company.

4.3 Expulsion of Members. Members may be expelled from the Company by the
Company or the other Members only upon judicial determination that the Member engaged in
wrongful conduct that adversely and materially affected the business of the Company, willfully or

HTL 00156174 10

36895652.1
AFM000147


ARTICLE 7 - MEMBERSHIP CERTIFICATES AND TRANSFERABILITY

71 Certificates for Membership Interest. The Company may issue, in such form as
deemed appropriate, membership interest certificates to represent Membership Interests in the
Company. Such membership certificates issued shall be signed by such Persons as are authorized
by the Manager.

7.2. Restrictions on Transfer. Except as otherwise specifically provided in this Article
7, neither a Member nor an Economic Interest Owner shall have the right to Transfer all or any
part of the Member's Membership Interest or the Economic Interest Owner's Economic Interest.

7.3 Transfers on Company Books. All Transfers of whatever nature of interests in the
Company shall be made exclusively on the books of the Company in which such Transfers are
regularly recorded, and such Transfers may only be made in compliance with the restrictions and
requirements established by the Articles of Organization, this Operating Agreement, any
agreement entered into by and between the Members, and any provision of the laws of the State
of Delaware, as any such restrictions and requirements shall exist from time to time.

7.4 Right of First Refusal.

{a) If any Member or an Economic Interest Owner (a "Transferring Member")
desires to Transfer all or any portion of the Transferring Member's Membership Interest or
Economic Interest in the Company (the "Offered Interest") to a third party who is not a
Permitted Transferee, the Transferring Member shall first obtain from such third party a
bona fide written offer to purchase such Offered Interest, stating the terms and conditions
upon which the purchase is to be made and the consideration offered therefor (the "Offer").
The Transferring Member shall give written notification to the remaining Members and the
Company of the Transferring Member's intention to Transfer the Offered Interest,
furnishing to the remaining Members a copy of the Offer (the "Transfer Notice").

(b) Upon receipt of a Transfer Notice, the remaining Members, the Manager,
and the Company shall have the option to purchase the Offered Interest as follows:

(0) the Company shall have the right to purchase the Offered Interest
for the lower of: (A) the purchase price stated in the Offer; or (B) the Agreed Value.
The Company shall exercise its option by giving written notice to the Transferring
Member within fifteen (15) days after the end of the Response Period (the
"Company Response Period").

(ii) if the Company shall fail to exercise its right to purchase all of the
Offered Interest, then the remaining Members shall, on a basis pro rata to their
Membership Units or upon such other basis as they shall mutually agree, have the
right to purchase all, or any portion, of the Offered Interest for the lower of: (A) the
purchase price stated in the Offer; or (B) the Agreed Value. The remaining
Members shall exercise their option by giving written notice to the Transferring
Member within forty-five (45) days after receiving the Transfer Notice from the
Transferring Member (the "Remaining Members Response Period").

HTL 00156174 16

36895652.1
AFM000153


{b) | Each Member's or Economic Interest Owner's Capital Account will be
decreased by:

(i) the amount of money distributed to such Member or Economic
Interest Owner by the Company;

(ii) the fair market value of property distributed to such Member or
Economic Interest Owner by the Company (net of liabilities secured by such
distributed property that such Member or Economic Interest Owner is considered
to assume or take subject to under Code Section 752);

(iii) allocations to such Member or Economic Interest Owner of
expenditures described in Code Section 705(a)(2)(B); and

(iv) allocations to the account of such Member or Economic Interest
Owner of Net Losses and deduction as set forth in the Treasury Regulations
promulgated under Code Section 704(b), taking into account adjustments to reflect
book value.

(c) The manner in which Capital Accounts are to be maintained pursuant to this
Section 5,3 is intended to comply with the requirements of Code Section 704(b) and the
Treasury Regulations promulgated thereunder. If the Manager determines that the manner
in which Capital Accounts are to be maintained pursuant to the preceding provisions of
this Section 5.3 should be modified in order to comply with Code Section 704(b) and the
Treasury Regulations thereunder, then notwithstanding anything to the contrary contained
in the preceding provisions of this Section 5.3, the method in which Capital 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 Members and/or Economic Interest Owners as set forth in this Operating
Agreement.

(d) Upon liquidation of the Company, liquidating distributions will be made in
accordance with the positive Capital Account balances of the Members and Economic
Interest Owners, as determined after taking into account all Capital Account adjustments
for the Company's taxable year during which 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 (120) days after the date of the liquidation). The Company may offset
damages for breach of this Operating Agreement by a Member or Economic Interest Owner
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 or Economic
Interest Owner.

(e) Except as otherwise required in the Act, no Member or Economic Interest
Owner shall have any liability to restore all or any portion of a deficit balance in such
Member's or Economic Interest Owner's Capital Account.

5.4 Special Allocations to Capital Accounts, Notwithstanding Section 5.3 hereof:

13

36898708.1
AFM000046


1.33 Sale Proceeds. "Sale Proceeds" "Sale Proceeds" shall mean (1) the proceeds to the
Company from the sale of property of the Company, including interest on any deferred or
installment payments and (2) the net proceeds to the Company from the refinancing of any property
of the Company.

1.34 Sell. "Sell" shall mean to sell, assign, pledge, hypothecate or otherwise transfer for
consideration all or any portion of a Membership Interest or Economic Interest.

1.35 Selling Member. "Selling Member" shal] mean any Member or Economic Interest
Owner which Sells all or any portion of its Membership Interest or Economic Interest.

1.36 Transfer. "Transfer" shall mean to Sell, gift or otherwise transfer, for or without
consideration, all or any part of a Membership Interest or Economic Interest.

1.37 Transferee. “Transferee" shall mean the recipient of a Membership Interest or
Economic Interest which has been Transferred.

1.38 Transferring Member. "Transferring Member" shall mean a Member who Transfers
the Member's Membership Interest, or an Economic Interest Owner who Transfers the Economic
Interest Owner's Economic Interest.

1.39 Treasury Regulations. "Treasury Regulations" shall include proposed, temporary
and final regulations promulgated under the Code.

1.40 Units. "Units" shall mean collectively Membership Units and Economic Interest
Units.

ARTICLE 2
FORMATION OF COMPANY

2.1 Formation. The Company has been organized as a Delaware limited liability
company by the execution and delivery of Certificate of Formation to the Delaware Secretary of
State in accordance with and pursuant to the Act.

2.2 Name. The name of the Company is AFM MATTRESS COMPANY LLC, a
Delaware limited liability company.

2.3 Principal Place of Business. The principal place of business of the Company shall
be 1307 Schiferl Road, Bartlett, Illinois 60103. The Company may locate its places of business
and registered office at any other place or places as the Manager may from time to time deem
advisable.

2.4 Registered Office and Registered Agent. The Company's current registered office
is at the office of its registered agent, CT Corporation, the address for which is on file with the
Company. 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 Delaware Secretary of
State pursuant to the Act.

AFM000006


(e) Sell, exchange, or otherwise dispose of, finance or refinance all, or
substantially all of the assets of the Company as part of a single transaction or plan and sell
exchange or otherwise dispose of substantially all of the assets of the Company;

(f) Modify or make distributions to the Members;

(g) Borrow money for the Company from banks, other lending institutions, the
Manager, Members, or Affiliates of the Manager or Members or refinance any debts or
obligations of the Company;

(h) Hypothecate, encumber and grant any security interest in any of the assets
of the Company to secure repayment of borrowed sums;

(i) Purchase liability and other insurance to protect the Company's property
and business or for any other reason the Manager in their sole discretion may determine;

G) Enter into or settle any litigation, arbitration or other similar proceeding
involving the Company;

(k) Make any decision related to the tax status of the Company, or any actions
involving tax issues;

(1) — Hold and own Company real and personal properties in the name of the
Company;

(m) Invest Company funds in time deposits, short-term governmental
obligations, commercial paper or other investments;

(n) Open, as it deems necessary or convenient, from time to time such bank
accounts in the name of the Company;

(0) Execute on behalf of the Company all instruments and documents,
including, without limitation, checks, drafts, notes and other negotiable instruments;
mortgages or deeds of trust; security agreements; financing statements; documents
providing for the acquisition, mortgage or disposition of the Company's property; deeds;
assignments; bills of sale; leases; and any other instruments or documents necessary to the
business of the Company;

(p) | Employ accountants, legal counsel, managing agents or other experts to
perform services for the Company;

(q) Enter into any and all other agreements on behalf of the Company, in such
forms as the Manager may approve; and

(r) Do and perform all other acts as may be necessary or appropriate to the
conduct of the Company's business.

36898708.1
AFM000040


accepted accounting principles consistently applied wherein there shall be entered
particulars of all transactions, matters and things relating to the business of the
Company as are usually entered in books of account kept by persons engaged in a
business of like kind and character.

(b) The books of account shall be closed promptly after the end of each calendar
year (which shall be the Company's "Fiscal Year") and an annual review shall be
performed at the expense of the Company by a certified public accountant selected by
the Manager. Promptly thereafter, a written report shall be given to each Member,
which shall include a balance sheet of the Company as of the end of such Fiscal Year,
a statement of income and expenses for such Fiscal Year, a statement of changes in
Members Capital Accounts and such statements with respect to the status of the
Company and the allocation of profits and losses as shall be necessary to advise all
Members properly about their investment in the Company.

(f) Promptly after the close of the Fiscal Year, the certified public accountant
engaged to conduct the Company's annual review shall prepare such income tax and
other returns required under applicable law and regulation, including any and all
statements necessary to advise all Members promptly about their investment in the
Company for Federal income tax reporting purposes. The Manager shall be
responsible for the prompt filing and delivery of all such retums and statements. All
elections and options available to the Company for tax purposes shall be taken or
rejected by the Company in the sole discretion of the Manager, except that in the case
of a distribution of property made in the manner provided in Section 734 of the
Internal Revenue Code of 1986, as amended (the "Code"), or in the case of a transfer
of any interest in the Company permitted by this Agreement made in the manner
provided in Code Section 743, the Company shall upon the request of any Member
(including the Manager) file an election under Code Section 754 in accordance with
the procedures set forth in the applicable Treasury Regulations.

7.2 Capital Accounts. As part of the Company's books of account, an individual
"Capital Account" shall be maintained for each Member at all times in accordance with
generally accepted accounting principles, consistently applied.

7.3 Percentage Interests.
(g) The Percentage Interest of each Member is set forth on Exhibit A attached

hereto.

(h) In the event of any changes in any Member's Percentage Interest during the
Fiscal Year, the Manager shall take into account the requirements of Code Section
706(d) and shall have the right to select any method of determining the varying
intcrests of the Members during the Fiscal Year which satisfies Code Section 706(d).

7.4 Profit and Loss Allocations. The net profit or net loss of the Company,

determined on an annual basis in accordance with generally accepted accounting
principles, shall be allocated in accordance with the Members' Percentage Interests.

AFM000120


their respective elections to exercise their right of first refusal to purchase the Offered
Interest under this Section 7.5.

(d) In the event of a purchase of an Offered Interest to a third party pursuant to
this Section 7.5, the purchase price shall be payable upon the terms set forth in the Offer.

7.6 Transferee Not Member in Absence of Consent.

(a) Notwithstanding anything to the contrary contained herein if, immediately
prior to the Transfer, the Members holding two-thirds (2/3) of the Membership Units of all
Members who are not the Transferring Member do not approve, in writing, the proposed
Transfer of an Economic Interest or Membership Interest to a non-Member Transferee,
then the proposed Transferee 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 be
merely an Economic Interest Owner, No Transfer of a Member's interest in the Company
shall be effective unless and until written notice (including the name and address of the
proposed Transferee and the date of such Transfer) has been provided to the Company and
the non-Transferring Member(s).

(b) Upon and contemporaneously with any Transfer of a Transferring
Member's Economic Interest in the Company which does not at the same time Transfer the
balance of the rights associated with the Membership Interest of the Transferring Member
(including, without limitation, the rights of the Transferring Member to participate in the
management of the business and affairs of the Company), all remaining rights and interests
which were owned by the Transferring Member immediately prior to such Transfer or
which were associated with the Transferred Economic Interest shall immediately lapse
until either: (i) the written reinstatement of the rights to the transferee Economic Interest
Owner by unanimous consent of the remaining Members; or (ii) the written reinstatement
of such rights to a successor or Transferee of such Economic Interest Owner by unanimous
consent of the remaining Members.

(c) The restrictions on Transfer contained in this Section 7.6 are intended to
comply (and shall be interpreted consistently) with the restrictions on transfer as set forth
in the Act.

(d) Asa condition to the recognition by the Company of the effectiveness of a
Transfer of a Member's Membership Interest or Economic Interest Owner's Economic
Interest in the Company, the Transferring Member, the proposed purchaser, donee or
successor-in-interest, as the case may be, shall execute, acknowledge and deliver to the
Company such instruments of transfer, assignment and assumption and such other
certificates, representations and documents, and shall perform all such other acts which the
remaining Members may deem necessary or desirable to:

(00) verify the Transfer;

Gi) confirm that the Person desiring to acquire an Economic 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 terms, obligations and conditions of this

18
AFM000019


(i) the amount of money distributed to such Member or Economic
Interest Owner by the Company;

(ii) the fair market value of property distributed to such Member or
Economic Interest Owner by the Company (net of liabilities secured by such
distributed property that such Member or Economic Interest Owner is considered
to assume or take subject to under Code Section 752);

(iii) allocations to such Member or Economic Interest Owner of
expenditures described in Code Section 705(a)(2)(B); and

(iv) allocations to the account of such Member or Economic Interest
Owner of Net Losses and deduction as set forth in the Treasury Regulations
promulgated under Code Section 704(b), taking into account adjustments to reflect
book value.

(c) The manner in which Capital Accounts are to be maintained pursuant to this
Section 5.3 is intended to comply with the requirements of Code Section 704(b) and the
Treasury Regulations promulgated thereunder. If the Manager determines that the manner
in which Capital Accounts are to be maintained pursuant to the preceding provisions of
this Section 5.3 should be modified in order to comply with Code Section 704(b) and the
Treasury Regulations thereunder, then notwithstanding anything to the contrary contained
in the preceding provisions of this Section 5.3, the method in which Capital 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 Members and/or Economic Interest Owners as set forth in this Operating
Agreement,

(d) Upon liquidation of the Company, liquidating distributions will be made in
accordance with the positive Capital Account balances of the Members and Economic
Interest Owners, as determined after taking into account all Capital Account adjustments
for the Company's taxable year during which 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 (120) days after the date of the liquidation). The Company may offset
damages for breach of this Operating Agreement by a Member or Economic Interest Owner
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 or Economic
Interest Owner.

(e) Except as otherwise required in the Act, no Member or Economic Interest
Owner shall have any liability to restore all or any portion of a deficit balance in such
Member's or Economic Interest Owner's Capital Account.

5.4 Special Allocations to Capital Accounts. Notwithstanding Section 5.3 hereof:

(a) No allocations of loss, deduction and/or expenditures described in Code
Section 705(a)(2)(B) shall be charged to the Capital Account of any Member or Economic
Interest Owner if such allocation would cause such Member or Economic Interest Owner

13
AFM000014


1.6 Capital Contribution. "Capital Contribution" shall mean any contribution to the
capital of the Company in cash or property by a Member whenever made.

1.7 Capital Interest. "Capital Interest" shall mean as of any given date the proportion
that a Member's positive Capital Account bears to the aggregate positive Capital Accounts of all
Members whose Capital Accounts have positive balances as of such date.

1.8 Code. The "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, or corresponding provisions of subsequent superseding federal revenue laws.

1.9 Company. The "Company" shall mean AFM MATTRESS COMPANY LLC, a
Delaware limited liability company.

1,10 Company Property or Property. "Company Property" or "Property" shall mean all
properties, assets and rights of any type owned by the Company.

1.11 Deficit Capital Account. "Deficit Capital Account" shall mean with respect 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 to the following adjustments:

(a) Credit to such Capital Account any amount which such Member is obligated
to restore under Section 1.704-1(b)(2)(ii)(c) of the Treasury Regulations, as well as any
addition thereto pursuant to the next to last sentence of Sections 1.704- 2(g)(1) and (i)(5)
of the Treasury Regulations, after taking into account thereunder any changes during such
year in partnership minimum gain (as determined in accordance with Section 1.704-2(d)
of the Treasury Regulations) and in the minimum gain attributable to any partner for
nonrecourse debt (as determined under Section 1.704-2(i)(3) of the Treasury Regulations);
and

(b) Debit to such Capital Account the items described in Sections 1.704-
I(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations.

(c) This definition of Deficit Capital Account is intended to comply with the
provisions of Treasury Regulations Sections 1.704-1(b)(2)(ii)(d) and 1.704-2, and shall be
interpreted consistently with those provisions.

1.12 Dissociating Member. "Dissociating Member" shall mean a Member for which an
event of Dissociation has occurred.

1.13. Dissociation. "Dissociation" shall mean the notice by a Member to withdraw from
the Company, a Transfer of all of a Member's Membership Interest, the expulsion of a Member,
the bankruptcy or insolvency of a Member, the dissolution of a Member, or such other events as
set forth in Section 35-45 of the Act.

1.14 Distributable Cash. "Distributable Cash" shall mean all cash, revenues and funds
received by the Company from Company operations, less the sum of the following to the extent
paid or set aside by the Company: (a) all principal and interest payments on indebtedness of the
Company and all other sums paid to lenders; (b) all cash expenditures incurred in the normal

AFM000003


MEMBER INFORMATION

Member’s Names Membership

Units
Gina V. Greco Irrevocable Trust IT
Dated December 16, 1998 33 1/3
Pasquale P. Greco Irrevocable Trust IT
Dated December 16, 1998 33 1/3
Eduardo E. Greco, Jr. Irrevocable Trust II
Dated December 16, 1998 33 1/3
TOTAL 100
HTL 00117613.1 Exhibit A

EXHIBIT A

Participating
Percentages

33 1/3%

33 1/3%

33 1/3%

100%

AFM000132


required to admit such additional Members. Any such dilution shall be in proportion
to the Members’ Percentage Interests. The Percentage Interest to be granted to a
newly admitted Member shall take due account of the value of the additional
Member's capital contribution and commitment in relation to the value of Company

property upon admission.

(c) Additional Members shall be entitled to all of the rights and privileges of the
original Members hereunder and shall be subject to all of the obligations and
restrictions hereunder, and in all other respects their admission shal! be subject to all
of the terms and provisions hereof; provided, however, that allocations to the
additional Members for the Fiscal Year of their.admission to the Company shall be
determined in accordance with Section 7.3(b).

10.2 Transfers by the Manager.

(a) The Manager's interest in the Company is that of an agent of the Company
and is not susceptible of being sold, assigned, pledged, mortgaged or otherwise
disposed of or transferred. Insofar as the Manager may also be a Member, Section
10.3 shall gover the transfer of the Manager's membership interest.

10.3 Transfers by Members.

(a) The death, retirement, resignation, expulsion, bankruptcy (under the Federal
Bankruptcy Code of 1978, as amended), court declaration of incompetency with
respect to, dissolution or liquidation of a Member (other than the Manager, in which
case Section 5.2(b) shall apply) shall not dissolve the Company, but it shall be
continued with the successor or legal representative of the Member who died, became
incapaci-tated, bankrupt, insolvent, dissolved or liquidated; such person shall, to the
extent of the interest acquired, be entitled only to the predecessor Member's rights, if
any, in the capital, profits and losses and distributions of the Company, and no such
person shail have any right to participate in the management of the affairs of the
Company or vote on any Company matter without the consent of the Manager.

(b) Except as provided in paragraphs (c) and (d), no Member shall sell, assign,
pledge, mortgage or otherwise dispose of or transfer its interest in the Company
without the prior written consent of the Manager.

(c) Notwithstanding anything set forth herein to the contrary, a Member may
transfer all or part of his interest in the Company to his spouse, siblings or lineal
descendants (collectively his “Family Members") or to one or more trusts or other
entities created for the benefit of a Member or his Family members; provided, that
such transfer will not constitute a default under any mortgage, lease or other material

agreement to which the company is party.
(d) (i) If any Member shall receive a bona fide written offer (the “Offer") to sell

for cash all (but not less than all) of its interest in the Company (the "Offered
Interest"), and such Member desires to sell the Offered Interest, such Member (the

AFM000110


9.3
9.4
9.5

ARTICLE 10 - MISCELLANEOUS ..

10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19

36898056.1

Articles of Dissolution... ccccsssssssesseessecseeseesnesressssseesesuececeseceeeneeseennesusnneesnenneeeeees 23
Effect of Filing of Articles of Dissolution ..........sccscscssscsesssesssesseceseessrecsessueseseesseeesee 23
Assets Distributed on Dissolution..........csccscsecsessecseessssneesessesseesessecssssessesssessesenteneenee 24

Waiver of Conflict of Interest.
Notices ..

Application of Illinois Law
Arbitration/No Lawsuits ........c..sscssessecsseesseecssessnesseesseessecsecssnsssessuesenteenieenneesneesnesies 24
Equitable Relief
Waiver of Action for Partition
Attorney Fees

Amendments

Execution of Additional Instruments.

Construction
Headings ..

Waive oo... eeseceseeneeeestenee
Rights and Remedies Cumulative .........sccsscecseesseessessessseessesssesssssseesseessieesesssnsesseese 26
Severability 0.0... ccceeeeseeneee

Heirs, Successors and Assigns
Creditors.

Incorporation Of Recitals........csssssecsssecsessseesseccsecsssseseessseaseesseesseessecssessessenerseessees 26

Counterparts ...c.ccccecceeccesessesesscesesesssssescasesesacssssessesesuesissesacsssacsusaeesenesesseenearensevenses 26

Entire Agreement ......c.cssscsescsessssecsseessecssssssessseessseessessscessscsssesssessecssseessessseesseesseesenesss 26
iv

AFM000069


(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 extent the Manager may determine to distribute any
assets to the Members in kind);

(ii) __ allocate any profit or loss resulting from such sales to the Members’
and Economic Interest Owners' Capital Accounts in accordance with Article 5
hereof;

(iii) discharge all liabilities of the Company, including liabilities to
Members and Economic Interest Owners who are creditors, to the extent otherwise
permitted by law, other than liabilities to Members and Economic Interest Owners
for distributions, and establish such Reserves as may be reasonably necessary to
provide for contingent claims or liabilities of the Company, provided that for
purposes of determining the Capital Accounts of the Members and Economic
Interest Owners, the amounts of such Reserves shall be deemed to be an expense
of the Company.

(c) If any assets of the Company are to be distributed in kind, the net fair market
value of such assets as of the date of dissolution shall be determined by independent
appraisal or by agreement of the Manager. Such assets shall be deemed to have been sold
as of the date of dissolution for their fair market value, and the Capital Accounts of the
Members and Economic Interest Owners shall be adjusted pursuant to the provisions of
Section 5,3 and Section 5.5 of this Operating Agreement to reflect such deemed sale.

(d) The positive balance (if any) of each Member's and Economic Interest
Owner's Capital Account (as determined after taking into account all Capital Account
adjustments for the Company's taxable year during which the liquidation occurs) shall be
distributed to the Members, 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 9.2(c). Any such distributions to the Members in respect of
their Capital Accounts shall be made in accordance with the time requirements set forth in
Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations.

(e) Notwithstanding anything to the contrary in this Operating Agreement,
upon a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury
Regulations, if any Member has a Deficit Capital Account (after giving effect to 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 to the
Company or to any other Person for any purpose whatsoever.

AFM000024


3.2. Number, Tenure, Designation and Qualifications. As of the date hereof, the
Company shall have one (1) Manager: Eduardo Greco. The Manager shall hold office until its
resignation, removal from office or inability to serve. The Manager may be replaced by the
Members holding at least two-thirds (2/3) of the Membership Units. Managers need not be
Members of the Company.

3.3. Authority of Manager. Except as provided in Section 3.6, and without limiting the
generality of Section 3.1, the Manager shall have power and authority, on behalf of the Company
to:

(a) Acquire property from any Person as the Manager may determine, whether
or not such Person is directly or indirectly affiliated or connected with any Manager or
Member;

{b) Pledge, encumber, and allow or cause security interests to be placed on any
and all assets of the Company;

(c) Hire or fire any and all employees, agents, or contractors for the Company;

(d) Enter into or terminate employment agreements or other compensation
arrangements;

(e) Modify or make distributions to the Members;

(f} Borrow money for the Company from banks, other lending institutions, the
Manager, Members, or Affiliates of the Manager or Members or refinance any debts or
obligations of the Company;

(g) Hypothecate, encumber and grant any security interest in any of the assets
of the Company to secure repayment of borrowed sums;

(h) Purchase liability and other insurance to protect the Company's property
and business or for any other reason the Manager in their sole discretion may determine;

(i) Enter into or settle any litigation, arbitration or other similar proceeding
involving the Company;

(0) Make any decision related to the tax status of the Company, or any actions
involving tax issues;

(k) Hold and own Company real and personal properties in the name of the
Company;

(0) Invest Company funds in time deposits, short-term governmental
obligations, commercial paper or other investments;

(m) Open, as it deems necessary or convenient, from time to time such bank
accounts in the name of the Company;

HTL 00156174 6

36895652.)
AFM000143


3.5 Authority of Others.

(a) Unless authorized to do so by this Operating Agreement, no attomey- 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 any purpose.

(b) No Member acting as a Member shall have any power or authority to bind
the Company unless the Member has been authorized by the Manager to act as an agent of
the Company in accordance with the provision of Section 3.5(a).

(c) No debt shall be contracted or liability incurred by or on behalf of the
Company except by the Manager, or to the extent permitted under the Act, by agents or
employees of the Company expressly authorized to contract such debt or incur such
liability by the Manager.

3.6 Limitation of Authority of Manager. Notwithstanding any other provision herein to
the contrary, a vote of the Members holding two-thirds (2/3) of the Membership Units of all
Members shall be required before any Manager shall:

(a) Amend the Operating Agreement of the Company in any manner which
would affect the contents of this Section 3.6;

(b) Voluntarily dissolve the Company, unless all or substantially all of its non-
cash assets have been sold.

3.7 Tax Matters Partner. Eduardo E. Greco is designated the "Tax Matters Partner" (as
defined in Code Section 6231), and is authorized and required to represent the Company (at the
Company's expense) in connection with all examinations of the Company's affairs by tax
authorities, including, without limitation, administrative and judicial proceedings, and to expend
Company funds for professional services and costs associated therewith. The Members agree to
cooperate with each other and to do or refrain from doing any and all things reasonably required
to conduct such proceedings.

3.8 Liability for Certain Acts, Manager shall perform all duties as Manager in good
faith, in a manner reasonably believed to be in the best interests of the Company, and with 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
by 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.

3.9 Resignation. A Manager of the Company may resign at any time by giving written
notice to the Members. The resignation of a Manager shall take effect upon receipt of notice thereof
or at such later date specified in such notice; and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective. The resignation of a Manager who
is also a Member shall not affect the Manager's rights as a Member and shall not constitute a
Dissociation.

AFM000010


1.25 Minimum Rate. "Minimum Rate" shall mean the minimum rate of interest which
can be used without causing additional interest to be imputed pursuant to the Code.

1.26 Net Profits and Losses. "Net Profits" and "Net Losses" shall mean the net amount
of all income, gain, loss, and deductions of the Company in the aggregate or separately stated, as
appropriate, determined in accordance with generally accepted accounting principles employed
under the method of accounting selected by the Manager at the close of each fiscal year on the
Company's tax return filed for federal income tax purposes.

1.27 Operating Agreement. “Operating Agreement” shall mean this Amended and
Restated Operating Agreement as originally executed and as amended from time to time. If a
provision of this Operating Agreement differs from a provision of the Articles of Organization,
then to the extent allowed by law this Operating Agreement shall govern.

1.28 Participating Percentage. "Participating Percentage” shall mean a Member's or
Economic Interest Owner's right to allocations of Net Profits and Net Losses of the Company
calculated as the Units owned by such Member or Economic Interest Owner divided by the total
number of Units outstanding. The Initial Participating Percentages are set forth on Exhibit A
attached hereto and made part hereof.

1.29 Permitted Transferee. "Permitted Transferee" when used herein shall mean another
Member; provided, however, that a Permitted Transferee shall not be a Permitted Transferee unless
he, she, or it complies with the provisions of Section 7.5(d).

1.30 Person. "Person" shall mean an individual, partnership, limited partnership, limited
liability company, trust, estate, association, corporation, or other entity.

1.31 Reserves. "Reserves" shall mean funds set aside or amounts allocated to reserves
which shall be maintained in amounts deemed sufficient by the Manager for working capital and
to pay taxes, insurance, debt service or other costs or expenses incident to the ownership or
operation of the Company's business.

1,32 Sale Proceeds. "Sale Proceeds” "Sale Proceeds" shall mean (1) the proceeds to the
Company from the sale of property of the Company, including interest on any deferred or
installment payments and (2) the net proceeds to the Company from the refinancing of any property
of the Company.

1.33 Sell. "Sell" shall mean to sell, assign, pledge, hypothecate or otherwise transfer for
consideration all or any portion of a Membership Interest or Economic Interest.

1.34 Selling Member. "Selling Member" shall mean any Member or Economic Interest
Owner which Sells all or any portion of its Membership Interest or Economic Interest.

1.35 Transfer. "Transfer" shall mean to Sell, gift or otherwise transfer, for or without
consideration, all or any part of a Membership Interest or Economic Interest.

1.36 Transferee. “Transferee” shall mean the recipient of a Membership Interest or
Economic Interest which has been Transferred.

HTL 00156174 4

36895652.1
AFM000141


The parties have executed this Operating Agreement as of the date first above written.

COMPANY:

AFM MATTRESS COMPANY LLC, a Delaware
limited liability company

By: ‘
Name: Eduardo E. Greco
Its: | Manager

MEMBERS:

GSI FAMILY OFFICE LLC, a Delaware limited
liability company

Ke

Name: Eduardo E. Greco
Its; | Manager

By:

GSI FINANCE COMPANY LLC, an_ Illinois
liability company

By: Te ee
Name: Eduardo E. Greco
Its: | Manager

Signature Page
AFM000029


a
Dior F Gstee of the Eduardo E.
Greco, Jr. GSI Irrevocable Trust u/a/d 12/18/02

Domi 1, 0-' fee of the Roberto
Greco Irevocable Trust II u/ald 12/16/98

Gian F. Greco, Co"Trustce of the
Greco Irrevocable Trust Hf wad 12/16/98

le FP. .

fac ustee of the Pasquale F.
Greco Irrevocable Trust Il u/a/d 12/16/98

Greco,
Irrevocable Trus

0-Trustee of the Ed
tl vet 12/16/98

uardoE. Greco Dominic Trustee of the Bava
Hl u/a/d 12/16/98

cable Trust

i, Tustee of the Gian F.
Greco Irrevocable Trust II u/a/d 12/16/98

Pasquale F/ Greco Tl, Co-T

ustee of the Francesca

Dominic S. Madurt, 0-Trustee of the Francesca
CM. Greco-Jaffe Irrevocable Trust 1 waid CM. Greco-Jaffe Imevocable Trust Ho wald
12/16/98 12/16/98

HTL 00136174 Signature Page

AFM000166


Eduardo E.
2/18/02

rastee of the Roberto
Jald 12/16/98

Gian F. Greco, Co-Trustee of the Pasquale F.
Greco Irrevocable Trust If wa/d 12/36/98

i fader, Ustee of the Pasquale F,
Greco Irrevocable Trust Il u/a/d 12/16/98

Gia. Greco, Co-Trustee of the Eduardo E.Greco Dominic!

‘do E.
Irrevocable Trust I] ul/e/d 12/16/98

Pasquale F/Greco II, Co-Trustee of the Gian F. Domine’. Ma uri,
Greco Irrevocable Trust 11 w/a/d 12/16/98

1, Tustee of the Gian F.
Greco Irrevocable Trust II u/a/d 12/16/98

Cw La

ath
Pasquale F/ Greco Il, Co-Trustee oF the Francesca Dominic §, Madurt, Co-Trustee of the Francesca
CM. Greco-Jaffe Irrevocable Trust Ho wad CM, Greco-Jaffe Irrevocable Trust No u/a/d
12/16/98 12/16/98

Signature Page

AFM000098


1.16 Economic Interest Owner. "Economic Interest Owner" shall mean the owner of an
Economic Interest who is not a Member.

1.17 Economic Interest Units. "Economic Interest Units" shall mean ownership interests
in the Company held by Economic Interest Owners. Economic Interest Units shall have an
Economic Interest only. Subject to the provisions herein, each Economic Interest Unit has equal
tights with every other Membership Unit and Economic Interest Unit with respect to sharing of
profits and losses and with respect to distributions. An Economic Interest Unit may be diluted if
the Company issues additional Units.

1.18 Entity. "Entity" shall mean any general partnership, limited partnership, limited
liability company, corporation, joint venture, trust, business trust, cooperative, association, foreign
trust or foreign business organization.

1.19 Fiscal Year. "Fiscal Year" shall mean the Company's fiscal year as determined by
the Manager. The initial Fiscal Year shall be the calendar year.

1.20 Majority Interest. "Majority Interest" shall mean the Members holding in the
aggregate in excess of fifty percent (50%) of all Membership Units outstanding at the time of any
determination.

1.21 Manager. "Manager" or "Managers" shall mean one (1) or more managers who
have the authority to manage the Company in accordance with the provisions of this Operating
Agreement.

1.22. Member. "Member" shall mean each owner of a Membership Interest who executes
a counterpart of this Operating Agreement as a Member and each of the parties who may hereafter
become Members. If a Person is a Member immediately prior to the purchase or other acquisition
by such Person of an Economic Interest, such Person shall have all the rights of a Member with
Tespect to such purchased or otherwise acquired Membership Interest or Economic Interest, as the
case may be. In the case of a Member which is a revocable grantor trust, references herein to the
Member shall include the grantor of such trust.

1.23 Membership Interest. "Membership Interest" shall mean a Member's entire interest
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 the right to vote on, consent
to, or otherwise participate in any decision or action of or by the Members granted pursuant to this
Operating Agreement and the Act.

1.24 Membership Units. Ownership interests in the Company shall be represented by
"Membership Units." The initial ownership of Membership Units shall be as set forth on attached
Exhibit A. Each Membership Unit has equal governance rights with every other Membership Unit
and in matters subject to a vote of the Members has one (1) vote. Subject to the provisions herein,
each Membership Unit has equal rights with every other Membership Unit with respect to sharing
of profits and losses and with respect to distributions. A Membership Unit may be diluted if the
Company issues additional Membership Units.

HTL 00156174 3

36895652.1
AFM000140


ARTICLE 9 - DISSOLUTION AND TERMINATION

9.1 Dissolution.

(a) The Company shall be dissolved upon the occurrence of any of the
following events:

@ when the period fixed for the duration of the Company, if any, shall
expire pursuant to Section 2.5 hereof;

(ii) by the written agreement of Members holding two- thirds (2/3) of
the Membership Units; or

(iii) upon the occurrence of an event causing dissolution as specified in
the Act.

(b) The Dissociation of a Member shall not constitute a dissolution of the
Company.

(c) Unless otherwise approved by Members owning a Majority Interest, a
Member who resigns (a "Resigning Member") or whose Membership Interest is otherwise
terminated by virtue of a Dissociation, shall not be entitled to receive any liquidating
distributions in excess of those distributions to which such Member would have been
entitled had such Resigning Member remained a Member. Except as otherwise expressly
provided herein, a Resigning Member shall immediately become an Economic Interest
Owner.

9.2 Dissolution and Liquidation 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 the date of the last previous accounting until the date of
dissolution. The Manager shall immediately proceed to wind up the affairs of the Company.

(b) If the Company is dissolved and its affairs are to be wound up, the Manager
shall:

@ sell or otherwise liquidate all of the Company's assets as promptly
as practicable (except to the extent the Manager may determine to distribute any
assets to the Members in kind);

(ii) _ allocate any profit or loss resulting from such sales to the Members'
and Economic Interest Owners' Capital Accounts in accordance with Article 5
hereof;

(iii) discharge all liabilities of the Company, including liabilities to
Members and Economic Interest Owners who are creditors, to the extent otherwise
permitted by law, other than liabilities to Members and Economic Interest Owners

22

36898056.1
AFM000091


3.10 Indemnification by Company. The Company shall indemnify the Manager for
liability it may incur in its capacity as Manager of the Company.

3.11 No Exclusive Duty to Company. Except as otherwise agreed to between Company
and Manager, a Manager shall not be required to manage the Company as the Manager's sole and
exclusive function and a Manager may have other business interests and engage in activities in
addition to those relating to the Company. A Manager and its Affiliates may engage in or possess
any interests in other business ventures of any kind, independently or with others, including but
not limited to engaging in other ventures having a purpose similar to that of the Company. The
fact that the Manager or any Affiliate may encounter and take advantage of opportunities to do
any of the foregoing themselves or on behalf of others in whom they may or may not have an
interest shall not subject the Manager or any Affiliate to any liability to the Company or any of the
Members or Manager on account of any lost opportunity. None of the Company, any Member, any
Manager, or the holder of any interest in the Company shall have any right by virtue of this
Operating Agreement or the relationship created hereby in or to any other such ventures or
activities, or to the income or profits derived therefrom, and the pursuit of such ventures, even if
competitive with the business of the Company shall not be deemed wrongful or improper.

3.12 Removal. At a meeting called expressly for that purpose, all or any lesser number
of Managers may be removed at any time, with or without cause, by Members holding two- thirds
(2/3) of the Membership Units of all Members. The removal of a Manager who is also a Member
shall not affect the Manager's rights as a Member and shall not constitute a Dissociation.

3.13 Vacancies. Any vacancy occurring for any reason in the number of Manager of the
Company may be filled by the affirmative vote of Members holding at least two- thirds (2/3) of
the Membership Units.

ARTICLE 4
RIGHTS AND OBLIGATIONS OF MEMBERS

4.1 Limitation of Liability. Each Member's liability shall be limited as set forth in this
Operating Agreement, the Act and other applicable law. A Member shall not be personally liable
for any debts or losses of the Company beyond the Member's Capital Contribution or as otherwise
provided herein or required by law.

4.2. Dissoeiation by Members.

(a) Before the dissolution of the Company, any voluntary Dissociation by a
Member without the prior written consent of the remaining Members holding two-thirds
(2/3) of the remaining Membership Units shall be a wrongful Dissociation.

(b) If a Member Dissociates before the dissolution of the Company, and the
Dissociation results from volitional conduct of the Member that could reasonably be
characterized as resignation, retirement, or withdrawal, then the Dissociating Member is
liable to the Company for damages resulting from such wrongful Dissociation.

AFM000011


MEMBERS:

LAM

Eduardo E. Greco, Trustee of the Eduardo E.
Greco Revocable Trust wa/d 11/14/96

624.4. .—

Pasquale. Greco (al ya Pasquale F Greco I),
Trustee of the Pasgxle PB. Greco Trust u/a/d
September 29,

Gian Greco, Trustee of thd Gian Greco Trust wa/d ‘

‘ol
Trust u/a/d September 25, 2003

NLL,

Francesca C.M. Greoo- Satie, Co- Trhsigd dee tistee > of the Francesca
Francesca C.M. Grecopdpffe GSI Irrevocable o M. Greco-. Taite GSI lirevocable Trust dated

Trust dated 1 12/18/02

Gian F. Greco, Cp-Frustee of the Pasquale P. ,
Greco GSHirrey rust wWa/d 12/18/02 Greco GSI Irrevocebl le Trust u/a/d 12/18/02

Gian F. o-Tyustee of the Gina V. Greco fee of the Gina V.
GSI neve ah wa/d 12/18/02 Greco GSI Irrevocable Trust Wa/d 12/18/02

Signature Page

‘o-Trustee of the Pasquale P.

AFM000097


OPERATING AGREEMENT
OF
GRECO PG FIVE LLC

This Agreement is made and entered into as of the 16” day of December, 1998 (the
"Effective Date"), by and among Eduardo E. Greco, (the “Manager"), and the persons
whose names. are set forth on the signature page of this Agreement ahd designated
thereon as "Members" (the Members are sometimes referred to herein collectively as the
"Members" or the “parties” or individually as a "Member" or a “party").

WITNESSETH:

WHEREAS, the parties hereto are desirous of creating a limited liability company
under the laws of the State of Iinois;

NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein and other good and valuable consideration, the receipt, adequacy and sufficiency
of which are hereby acknowledged by the parties, the parties agree as follows:

ARTICLE I
Formation of Company

1.1 Statutory Authority. The parties by these presents do hereby agree to form a
limited liability company (the "Company") under and pursuant to the provisions of the
linois Limited Liability Company Act, as amended from time to time (805 ILCS 180/1-
1 et seq.) (the “Act"). The rights and obligations of the Company and the Members shall,
except as otherwise provided herein, be governed by the Act.

1.2 Filings. Concurrently with the execution of this Agreement, the Manager shall
execute and file Articles of Organization conforming to the requirements of the Act in the
Office of the Secretary of State of the State of Illinois (the “Office of the Secretary of
State”), and the Manager shall make such other filings and recordings and do such other
acts and things conforming thereto as shall constitute compliance with all requirements
for the formation of a limited liability company under the Act and the laws of such other
states in which the Company elects to do business.

ARTICLE I
Name

The name of the Company shall be the name set forth in the heading of this
Agreement. The affairs of the Company shall be conducted under the Company name or
such other name as the Manager may, in its discretion, select in accordance with the Act.
The Manager shall execute and file with the proper offices any and all certificates
required by the fictitious name or assumed name statutes of the states in which the
Company elects to do business. The Company shall have the exclusive ownership of and

AFM000102


required by the fictitious name or assumed name statutes of the states in which the
Company elects to do business. The Company shall have the exclusive ownership of and
right to use the Company name (and any name under which the Company shall elect to
conduct its affairs) as long as the Company continues.

ARTICLE Hil
Character of the Business

The purpose of the Company shall be to carry on the business of making, protecting,
enhancing and otherwise dealing, directly or indirectly, with investments of any type,
including securities of all types, acquiring, owning, leasing, operating and selling
businesses and/or property, real and personal and wheresoever located, and to engage in
any one or more enterprises, ventures, undertakings and businesses permitted under the
Act. The Company shall have the power to do all acts and things necessary or useful in
connection with the foregoing.

ARTICLE IV
Offices, Records and Agents

4.1 Principal Office of the Company. The principal office of the Company shall be
located at 240 Westgate, Carol Stream, Illinois, or at such other place within or outside
Illinois as the Manager may from time to time designate. The Company may have
subsidiary offices in such other place or places as may be selected from time to time by the

Manager.

4.2 Records to be Maintained. The Manager shall at all times keep at the Company's
principal office such information and records as are specified in the Act.

4.3 Registered Office and Registered Agent. The Company's registered office in
Illinois shall be located at 4440 West Lincoln Highway, Suite 301, Matteson, Illinois
60443, and the name of the registered agent for service of process at such office shall be
Joseph A. Zarlengo. The Manager may from time to time in accordance with the Act
change the Company's registered office and/or registered agent. The Manager shall select
and designate a registered office and registered agent for the Company in each state in
which the Company is required to maintain or appoint one.

ARTICLE V
Term of Existence and Termination of the Company

5.1 Term of Existence of the Company. The term of existence of the Company shall
commence upon the filing of the Articles of Organization of the Company with the Office
of the Secretary of State and shall, subject to Section 5.2, continue until December 31,

2048.
5.2 Termination. The Company shall terminate prior to the time set forth in Section

S.1:
2

AFM000118


OPERATING AGREEMENT
OF
GRECO FAMILY HOLDINGS LLC
AN ILLINOIS LIMITED LIABILITY COMPANY

36898056.1
AFM000065


1.8 Code. The "Code" shall mean the Intemal Revenue Code of 1986, as amended from
time to time, or corresponding provisions of subsequent superseding federal revenue laws.

1.9 Company. The "Company" shall mean GRECO FAMILY HOLDINGS LLC, an
Illinois limited liability company.

1.10 Company Property or Property. "Company Property" or "Property" shall mean all
properties, assets and rights of any type owned by the Company.

1.11 Deficit Capital Account. "Deficit Capital Account" shail mean with respect 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 to the following adjustments:

(a) Credit to such Capital Account any amount which such Member is obligated
to restore under Section 1.704-1(b)(2)(ii)(c) of the Treasury Regulations, as well as any
addition thereto pursuant to the next to last sentence of Sections 1.704-2(g)(1) and (i)(5) of
the Treasury Regulations, after taking into account thereunder any changes during such
year in partnership minimum gain (as determined in accordance with Section 1.704-2(d)
of the Treasury Regulations) and in the minimum gain attributable to any partner for
nonrecourse debt (as determined under Section 1.704-2(i)(3) of the Treasury Regulations);
and

(b) Debit to such Capital Account the items described in Sections 1.704-
1(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations.

(c) This definition of Deficit Capital Account is intended to comply with the
provisions of Treasury Regulations Sections 1.704-1(b)(2)(ii)(d) and 1.704-2, and shall be
interpreted consistently with those provisions.

1.12 Dissociating Member. "Dissociating Member" shall mean a Member for which an
event of Dissociation has occurred.

1.13 Dissociation. "Dissociation" shall mean the notice by a Member to withdraw from
the Company, a Transfer of all of a Member's Membership Interest, the expulsion of a Member,
the bankruptcy or insolvency of a Member, the dissolution of a Member, or such other events as
set forth in the Act.

1.14 Distributable Cash. "Distributable Cash" shall mean all cash, revenues and funds
received by the Company from Company operations, less the sum of the following to the extent
paid or set aside by the Company: (a) all principal and interest payments on indebtedness of the
Company and all other sums paid to lenders; (b) all cash expenditures incurred in the normal
operation of the Company's business; and (c) Reserves as the Manager deems reasonably necessary
for working capital and to pay taxes, insurance, debt service and other costs or expenses incident
to the ownership and operation of the business of the Company.

1.15 Economic Interest. "Economic Interest" shall mean a Member's or Economic
Interest Owner's share of the Company's Net Profits, Net Losses and distributions of the
Company's assets pursuant to this Operating Agreement and the Act, but shall not confer any right

2

36898056.1
AFM000071


be required to distribute to the Members an amount equal to the product of said sum and
the sum of the highest federal and applicable state marginal income tax rates. In
determining the highest applicable rate, the Company shall apply the rates of the state
which taxes a Member at the highest income tax rates. All such distributions shall be made
to Members pro rata, in proportion to the amount of profit allocated to each Member.

(b) Subject to the restrictions of Section 6.3, the Manager, in its sole discretion,
may authorize, and the Company may make, additional distributions to the Members and
the Economic Interest Owners. The distribution of any Distributable Cash pursuant to this
Section 6.2(c) shall be distributed in accordance with the following priority:

(i) first, repayment of Members' and Economic Interest Owners' loans
to the Company, plus any accrued interest.

(ii) then, payments to the Members and Economic Interest Owners in
proportion to their Participating Percentages.

(d) All amounts withheld pursuant to the Code or any provisions of state or
local tax law with respect to any payment or distribution to the Members or Economic
Interest Owners from the Company shall be treated as amounts distributed to the relevant
Member or Economic Interest Owner pursuant to Section 6.2(c).

{e) Except as provided by law or as expressly provided in this Operating
Agreement, upon dissolution, each Member shall look solely to the assets of the Company
for the return of the Member's Capital Contribution. If the Company property remaining
after the payment or discharge of the debts and liabilities of the Company is insufficient to
return the cash contribution of one or more Members, such Member or Members shall have
no recourse against any other Member, except as otherwise provided by law.

6.3 Limitation Upon Distributions.

(a) For each fiscal year of the Company, unless otherwise determined by the
Manager, no distributions shall be made until the Company's Reserves are equal to at least
one hundred thousand dollars ($100,000), or such larger amount as may be determined by
Manager from time to time in its sole and absolute discretion.

(b) No distributions or return of Capital Contributions shall be made and paid
if, after the distribution or retum of Capital Contribution is made, the Company would be
insolvent or the net assets of the Company would be less than zero. In addition, no
Distributable Cash shall be distributed until all Company's debt is paid in full.

(c) The Manager may base a determination that a distribution or return of
Capital Contribution may not be made as a result of Section 6.3(a) or Section 6.3(b) in
good faith reliance upon a balance sheet and profit and loss statement of the Company
represented to be correct by the Person having charge of its books of account or certified
by an independent public or certified public accountant or firm of accountants to fairly
reflect the financial condition of the Company.

15
AFM000016


for distributions, and establish such Reserves as may be reasonably necessary to
provide for contingent claims or liabilities of the Company, provided that for
purposes of determining the Capital Accounts of the Members and Economic
Interest Owners, the amounts of such Reserves shall be deemed to be an expense
of the Company.

(c) If any assets of the Company are to be distributed in kind, the net fair market
value of such assets as of the date of dissolution shall be determined by independent
appraisal or by agreement of the holders of a Majority Interest. Such assets shall be deemed
to have been sold as of the date of dissolution for their fair market value, and the Capital
Accounts of the Members and Economic Interest Owners shall be adjusted pursuant to the
provisions of Section 5.3 and Section 5.5 of this Operating Agreement to reflect such
deemed sale.

(d) The positive balance (if any) of each Member's and Economic Interest
Owner's Capital Account (as determined after taking into account all Capital Account
adjustments for the Company's taxable year during which the liquidation occurs) shall be
distributed to the Members, 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 9.2(c). Any such distributions to the Members in respect of
their Capital Accounts shall be made in accordance with the time requirements set forth in
Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations.

(ec) Notwithstanding anything to the contrary in this Operating Agreement,
upon a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury
Regulations, if any Member has a Deficit Capital Account (after giving effect to 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 to the
Company or to any other Person for any purpose whatsoever.

(60) The Manager shall comply with all requirements of applicable law
pertaining to the winding up of the affairs of the Company and the final distribution of its
assets.

9.3. Articles of Dissolution. When all debts, liabilities and obligations of the Company
have 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, articles of dissolution as
required by the Act, shall be executed in duplicate and filed with the Delaware Secretary of State.

9.4 — Effect of Filing of Articles of Dissolution. Upon the filing of Articles of Dissolution
with the Delaware Secretary of State, the existence of the Company shall cease, except for the
purpose of suits, other Proceedings and appropriate action as provided in the Act. The Manager
shall have authority to distribute any Company property discovered after dissolution, convey real
estate and take such other action as may be necessary on behalf of and in the name of the Company.

HTL 00156174 23

36895652.1
AFM000160


MEMBER INFORMATION

Member's Names

Membership Units

EXHIBIT A

Participatin,
Percentage

ig

Eduardo E. Greco, Trustee of the
Eduardo E. Greco Revocable Trust
wa/d 11/14/96

35

35%

Pasquale F. Greco (aka Pasquale F.
Greco II), Trustee of the Pasquale
F. Greco Trust u/a/d 9/29/03

10%

Gian Greco, Trustee of the Gian
Greco Trust u/a/d 9/25/03

10

10%

Roberto Greco, Trustee of the
Roberto Greco Trust u/a/d 9/25/03

10

10%

Francesca C.M. Greco-Jaffe and
Dominic S. Maduri, Co-Trustees of
the Francesca C.M. Greco-Jaffe
GSI Imevocable Trust dated
12/18/02

10

10%

Gian F, Greco and Dominic S.
Maduri, Co-Trustees of the
Pasquale P. Greco GSI Irrevocable
Trust u/a/d 12/18/02

5%

Gian F. Greco and Dominic S.
Maduri, Co-Trustees of the Gina V.
Greco GSI Irrevocable Trust u/a/d
12/18/02

5%

Gian F. Greco and Dominic S.
Maduri, Co-Trustees of the
Eduardo E. Greco, Jr. GSI
Irrevocable Trust w/a/d 12/18/02

5%

Gian F, Greco and Dominic S.
Maduri, Co-Trustees of the
Roberto Greco Irrevocable Trust II
u/a/d 12/16/98

2%

Gian F. Greco and Dominic S.
Maduri, Co-Trustees of the
Pasquale F. Greco Irrevocable
Trust II u/a/d 12/16/98

2%

Gian F. Greco and Dominic S.
Maduri, Co-Trustees of the
Eduardo E. Greco Irrevocable
Trust II u/a/d 12/16/98

2%

36898056.)

Exhibit A

AFM000099



(d) In the event of a purchase of a Membership Interest pursuant to this Section
7.8, a portion of the purchase price for such Membership Interest equal to twenty-five
percent (25%) thereof shall be paid in cash at the closing of the transaction. The remaining
portion of the purchase price shall be deferred and payable, together with interest on the
unpaid balance from time to time at the Minimum Rate, in sixty (60) equal installments of
principal and interest, the first installment being due and payable on the thirtieth day
following the date of closing of the sale, and subsequent installments being due on the same
day of each succeeding month until the remaining unpaid balance plus interest accrued
thereon has been paid in full. The indebtedness of each purchaser shall be evidenced by
his, her or its promissory note payable to the order of the selling party. Each such
promissory note shall be in substantially the form set forth in Exhibit B attached hereto.

(e) The failure of the Manager, remaining Members and the Company to notify
the Involuntary Transferee of their desire to exercise their rights to purchase the
Involuntarily Transferred Interest at or prior to the end of the Remaining Members Notice
Period shall result in the termination of the right to purchase and the Involuntary Transferee
may retain such Involuntarily Transferred Interest in the form of an Economic Interest, and
shall have no right to participate in the management of the business or affairs of the
Company or become a Member except as set forth in Section 7.5.

7.9 Options Upon Dissociation. A Member may not withdraw or dissociate from the
Company, except as permitted herein. In the event of the Dissociation, for any reason
("Terminating Event"), of any Member (a "Dissociated Member"), the Manager, remaining
Members and the Company shall have the option to acquire the Dissociated Member's Membership
Interest, including the Economic Interest of each donee of the Dissociated Member as follows:

(a) | The Manager shall have the right to purchase all, or any portion, of the
Membership Interest of the Dissociated Member by giving written notification to the
Dissociated Member within ninety (90) days after the Terminating Event (the "Manager
Dissociation Response Period").

(b) If the Manager fails to exercise its option, then the Company shall have the
right to purchase the remaining Membership Interest of the Dissociated Member by giving
written notification to the Dissociated Member within thirty (30) days after the expiration
of the Manager Dissociation Response Period (the "Company Dissociation Response
Period").

(c) If the Company fails to exercise its option, then the remaining Members on
a basis pro rata to their Membership Units or upon such other basis they shall mutually
agree shall have the right to purchase the remaining Membership Interest of the Dissociated
Member by giving written notification to the Dissociated Member within thirty (30) days
after the expiration of the Company Dissociation Response Period (the "Remaining
Members Dissociation Response Period").

(d) If the Manager, remaining Members and/or the Company shall give written
notice to the Dissociated Member of their desire to exercise their right to purchase all of
the Dissociated Member's Membership Interest, the Manager, remaining Members and/or

20
AFM000021


(a) If any Member or an Economic Interest Owner (a "Transferring Member")
desires to Transfer all or any portion of the Transferring Member's Membership Interest or
Economic Interest in the Company (the "Offered Interest") to a third party who is not a
Permitted Transferee, the Transferring Member shall first obtain from such third party a
bona fide written offer to purchase such Offered Interest, stating the terms and conditions
upon which the purchase is to be made and the consideration offered therefor (the "Offer").
The Transferring Member shall give written notification to the remaining Members and the
Company of the Transferring Member's intention to Transfer the Offered Interest,
furnishing to the remaining Members a copy of the Offer (the "Transfer Notice").

(b) Upon receipt of a Transfer Notice, the remaining Members, the Manager,
and the Company shall have the option to purchase the Offered Interest as follows:

(i) the Manager shall have the right to purchase all, or any portion, of
the Offered Interest for the lower of: (A) the purchase price stated in the Offer; or
(B) the Agreed Value. The Manager shall exercise its option by giving written
notice to the Transferring Member within forty-five (45) days after receiving the
Transfer Notice from the Transferring Member (the "Manager Response Period"),

(ii) if the Manager shall fail to exercise its right to purchase all of the
Offered Interest, the Company shall have the right to purchase the remaining
Offered Interest for the lower of: (A) the purchase price stated in the Offer; or (B)
the Agreed Value. The Company shall exercise its option by giving written notice
to the Transferring Member within fifteen (15) days after the end of the Manager
Response Period (the "Company Response Period").

(iii) if the Company shall fail to exercise its right to purchase all of the
Offered Interest, then the remaining Members shall, on a basis pro rata to their
Membership Units or upon such other basis as they shall mutually agree, have the
right to purchase all, or any portion, of the Offered Interest for the lower of: (A) the
purchase price stated in the Offer; or (B) the Agreed Value. The remaining
Members shall exercise their option by giving written notice to the Transferring
Member within forty-five (45) days after receiving the Transfer Notice from the
Transferring Member (the "Remaining Members Response Period"),

(iv) the failure of the Manager, remaining Members and the Company to
notify the Transferring Member of their desire to exercise their right to purchase all
of the Offered Interest prior to the end of the Remaining Members Response Period
shall result in the termination of the right of first refusal under this Section 7.5 and
the Transferring Member shall be entitled to consummate the Transfer of the
Offered Interest to the third party; provided, that the Transfer shail be consummated
within thirty (30) days following the expiration of the Remaining Members
Response Period. Any rights a Transferring Member may have as a Member shall
terminate upon the consummation of such sale.

(c) If the Manager, remaining Members and/or the Company shall give written
notice to the Transferring Member, such parties shall have the right to designate the time,

17

36898708.1
AFM000050


subsequent act, which would have originally constituted a default, from having the effect of an
original default.

10.13 Rights and Remedies Cumulative. The rights and remedies provided by this
Operating Agreement are cumulative and the use of any individual 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.

10.14 Severability. If any provision of this Operating Agreement or the application
thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the
remainder of this Operating Agreement and the application of the provisions hereof shall not be
affected and shall be enforceable to the fullest extent permitted by law.

10.15 Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and
agreements herein contained shall be binding upon and inure to the benefit of the parties hereto
and, to the extent permitted by this Operating Agreement, their respective heirs, legal
Tepresentatives, successors and assigns.

10.16 Creditors. None of the provisions of this Operating Agreement shall be for the
benefit of or enforceable by any creditors of the Company.

10.17 Incorporation of Recitals. The Recitals contained herein are hereby incorporated
and made a part of the terms and mutual covenants and agreements contained in this Operating
Agreement.

10.18 Counterparts. This Operating Agreement may be executed in multiple counterparts,
each of which shall be deemed an original and all of which shall constitute one and the same
instrument.

10.19 Entire Agreement. This Operating Agreement constitutes the entire agreement of
the parties, and it merges and supersedes all prior discussions and agreements among them with
respect to the subject matter hereof.

26

36898056.1
AFM000095


AMENDED AND RESTATED
OPERATING AGREEMENT OF
GSI FINANCE COMPANY LLC,
AN ILLINOIS LIMITED LIABILITY COMPANY

36898708.1
AFM000033


Pasquale F, Greco II and Dominic | 1.538 1.5%
S. Maduri, Co-Trustees of the Gian
F. Greco Irrevocable Trust II u/a/d
12/16/98

Pasquale F. Greco II and Dominic | 1.538 1.5%
S. Maduri, Co-Trustees of the
Francesca. C.M. — Greco-Jaffe
Irrevocable Trust IJ w/a/d 12/16/98

HTL 00156174 Exhibit A
AFM000168



OPERATING AGREEMENT
OF
GSI FAMIILY OFFICE LLC
A DELAWARE LIMITED LIABILITY COMPANY

HTL 00156174

AFM000133


(d) No distributions or return of Capital Contributions shal] be made or paid if,
at the time of the distribution or return of Capital Contribution, the Company is party to an
agreement or agreements with third party lenders which prohibit the making or payment of
distributions or the return of Capital Contributions. If the Company is a party to an
agreement with third party lenders which restricts the time or amount of distributions or
return of Capital Contributions, any distributions or return of Capital Contributions shall
not be approved, made or paid in excess or in violation of such restrictions.

6.4 Withdrawal or Reduction of Contributions.

(a) A Member shall not receive out of the Company's property any part of the
Member's Capital Contribution until all liabilities of the Company, except liabilities to
Members 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 nature of the Member's Capital Contribution,
has only the right to demand and receive cash in return for such Capital Contribution.

(c) | Upona Dissociation of a Member, the purchase of a Membership Interest

shall be governed by Article 7.

ARTICLE 7
MEMBERSHIP CERTIFICATES AND TRANSFERABILITY

7.1 Certificates for Membership Interest. The Company may issue, in such form as
deemed appropriate, membership interest certificates to represent Membership Interests in the
Company. Such membership certificates issued shall be signed by such Persons as are authorized

by the Manager.

7.2 Restrictions on Transfer. Except as otherwise specifically provided in this Article
7, neither a Member nor an Economic Interest Owner shall have the right to Transfer all or any
part of the Member's Membership Interest or the Economic Interest Owner's Economic Interest.

73 Transfers on Company Books. All Transfers of whatever nature of interests in the
Company shall be made exclusively on the books of the Company in which such Transfers are
regularly recorded, and such Transfers may only be made in compliance with the restrictions and
requirements established by the Articles of Organization, this Operating Agreement, any
agreement entered into by and between the Members, and any provision of the laws of the State
of Delaware, as any such restrictions and requirements shall exist from time to time.

74 Intentionally Omitted.
7.5 Right of First Refusal.

(a) If any Member or an Economic Interest Owner (a "Transferring Member")
desires to Transfer all or any portion of the Transferring Member's Membership Interest or
Economic Interest in the Company (the "Offered Interest") to a third party who is not a

16
AFM000017


The parties have executed this Operating Agreement as of the date first above written.
COMPANY:

GSI FINANCE COMPANY LLC, an Illinois limited
liability company

By:
Name: Eduardo E. Greco
Its: | Manager

MEMBERS:

GRECO FAMILY HOLDINGS LLC, an Illinois
limited liability company

By; ~
Name: Eduardo E. Greco
Its: | Manager

GRECO PG FIVE LLC, an Illinois liability company

By:
Name: Eduardo E. Greco
Its: | Manager

GRECO EG THREE LLC, an Illinois limited
liability company

By:
Name: Eduardo E. Greco
Its: | Manager

Signature Page

36898708.1
AFM000061


15.5 Pronouns and Headings. As used herein, all pronouns shall include the masculine,
feminine, neuter, singular and plural thereof wherever the context and facts require such
construction. The headings, titles and subtitles herein are inserted for convenience of reference
only and are to be ignored in any construction of the provisions hereof.

15.6 Members Not Agents. Nothing contained herein shall be construed to constitute any
Member the agent of another Member, except as specifically provided herein, or in any manner
to limit the Members in the carrying on of their own respective
businesses or activities. .

15.7 Entire Understanding. This Agreement constitutes the entire understanding among the
Members and supersedes any prior understanding and/or written or oral agreements among them
with respect to the Company.

15.8 Severability. If any provision of this Agreement, or the application of such provision to
any person or circumstance, shall be held invalid by a court of competent jurisdiction, the
remainder of this Agreement, or the application of such provision to persons or circumstances
other then those to which it is held invalid by such court, shall not be affected thereby.

15.9 Construction. Whenever there shall be more than one Manager, the term "Manager"
shall be understood as referring to all of the Managers, acting unanimously.

HTL 00117613.1 Exhibit A
AFM000130


rights and remedies in law and in equity that they may have, shall be entitled to a decree
or order restraining and enjoining such application, action or proceeding.

ARTICLE XI
Amendments

Amendments to this Agreement and/or the Articles of Organization shall be made
only upon the unanimous written consent of all of the Members. .

ARTICLE XIV
Notices

All notices, offers or other communications required or permitted to be given
pursuant to this Agreement shall be in writing and shall be considered as properly given
or made upon personal delivery or on the third business day following mailing from
within the United States by first class United States mail, postage prepaid, certified mail
return receipt requested, and addressed to the address of the Company set forth in Section
4.1, if to the Company, and to the address beneath a Member's name on the signature
pages hereto, if to a Member. Any Member may change its address by giving 15 days
advance written notice stating its new address to the Company. Commencing with the
giving of such notice, such newly designated address shall be such Member's address for
purposes of all notices or other communications required or permitted to be given
pursuant to this Agreement.

f

ARTICLE XV
General Provisions

15.1 Further Assurances. Each of the Members shall here-after execute and
deliver such further instruments and do such further acts and things as may be required or
useful to carry out the intent and purpose of this Agreement and as are not inconsistent
with the terms hereof.

15.2 Successors. This Agreement and all the terms and provisions hereof shall be
binding upon and shall inure to the benefit of al! Members and their legal representatives,
heirs, successors and permitted assigns, except as expressly herein otherwise provided.

15.3 Governing Law. This Agreement shall be construed in conformity with the
laws of the State of Ilinois, as applied to agreements among Illinois residents made and
to be performed entirely within Ulinois. The Company and each Member agree that any
dispute among or between them concerning the Company or this Agreement shall be
litigated either in the United States District Court for the Northern District of Hlinois or in
the Circuit Court of Cook County, Dlinois. In any such proceeding, the Company and
each Member shall be deemed to have waived its right to a trial by jury. .

15.4 Counterparts. This Agreement may be executed in counterparts, each of
which shall be an original, but all of which shall constitute one and the same instrument.

13
AFM000114


Ate. 20%

Allan J Gabriele’ *
Trustee of the F. Greco
Irrevocable Trust II, dated 12/16/98

: 20%

fan J/Gabriele,
Tustee of the Gian F. Greco
Irrevocable Trust I, dated 12/16/98

Ange 20%
lan J. Gabriele,

Trustee of the Roberto Greco
Irrevocable Trust I, dated 12/16/98

15

$5,000.00

$5,000.00

$5,000.00

AFM000116


operation of the Company's business; and (c) Reserves as the Manager deems reasonably necessary
for working capital and to pay taxes, insurance, debt service and other costs or expenses incident
to the ownership and operation of the business of the Company.

1.15 Economic Interest. “Economic Interest" shall mean a Member's or Economic
Interest Owner's share of the Company's Net Profits, Net Losses and distributions of the
Company's assets pursuant to this Operating Agreement and the Act, but shall not confer any right
to participate in the management or affairs of the Company, including, the right to vote on, consent
to or otherwise participate in any decision of the Members or Manager.

1.16 Economic Interest Owner. "Economic Interest Owner" shall mean the owner of an
Economic Interest who is not a Member.

1.17 Economic Interest Units. "Economic Interest Units" shall mean ownership interests
in the Company held by Economic Interest Owners. Economic Interest Units shall have an
Economic Interest only. Subject to the provisions herein, each Economic Interest Unit has equal
rights with every other Membership Unit and Economic Interest Unit with respect to sharing of
profits and losses and with respect to distributions. An Economic Interest Unit may be diluted if
the Company issues additional Units.

1.18 Entity. "Entity" shall mean any general partnership, limited partnership, limited
liability company, corporation, joint venture, trust, business trust, cooperative, association, foreign
trust or foreign business organization.

1.19 Fiscal Year. "Fiscal Year" shall mean the Company's fiscal year as determined by
the Manager. The initial Fiscal Year shall be the calendar year.

1.20 Intentionally Omitted.

1.21 Majority Interest. "Majority Interest" shall mean the Members holding in the
aggregate in excess of sixty-six and 67/100ths percent (66.67%) of all Membership Units
outstanding at the time of any determination.

1.22 Manager. "Manager" or "Managers" shall mean one (1) or more managers who
have the authority to manage the Company in accordance with the provisions of this Operating
Agreement.

1,23. Member. "Member" shall mean each owner of a Membership Interest who executes
a counterpart of this Operating Agreement as a Member and each of the parties who may hereafter
become Members. Jf a Person is a Member immediately prior to the purchase or other acquisition
by such Person of an Economic Interest, such Person shall have all the rights of a Member with
respect to such purchased or otherwise acquired Membership Interest or Economic Interest, as the
case may be. In the case of a Member which is a revocable grantor trust, references herein to the
Member shall include the grantor of such trust.

1.24 Membership Interest. "Membership Interest" shall mean a Member's entire interest

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 the right to vote on, consent

AFM000004


9.5 Assets Distributed on Dissolution, Except as provided by law or as expressly
provided in this Operating Agreement, upon dissolution, each Member shall look solely to the
assets of the Company for the return of the Member's Capital Contribution. If the Company
property remaining after the payment or discharge of the debts and liabilities of the Company is
insufficient to return the cash contribution of one (1) or more Members, such Member or Members
shall have no recourse against any other Member, except as otherwise provided by law.

ARTICLE 10 - MISCELLANEOUS

10.1 Waiver of Conflict of Interest. The law firm of Hamilton Thies Lorch LLP hereby
discloses to the parties its potential conflicts of interest arising from the negotiation of this
Operating Agreement and all documents related thereto and arising from the organization and
operation of the Company, which may include without limitation conflicts regarding management,
voting, and distributions, Hamilton Thies Lorch LLP represents the Company with regard to all
such matters, and Hamilton Thies Lorch LLP has urged all other Members to seek independent
representation. The Members and the Company acknowledge that they have been advised of all
conflicts of interest arising from the representation. The parties hereby waive any conflict of
interest resulting from the past, current and future representation provided by Hamilton Thies
Lorch LLP to the Company in both matters related and unrelated to this Operating Agreement.

10.2 Notices. Any notice, demand, or communication required or permitted to be given
by any provision of this Operating Agreement shall be deemed to have been sufficiently given or
served for all purposes if: (a) delivered personally to the party or to an officer of the party to whom
the same is directed; or (b) sent by facsimile transmission, receipt of which is acknowledged by
the recipient by customary fax receipt acknowledgment and by sending a copy of such notice,
demand and communication by regular mail; or (c) sent by registered or certified mail, postage
and charges prepaid; or (d) sent by recognized overnight delivery service (e.g., FedEx or UPS),
charges prepaid, in any case addressed to the Member's and/or Company's address, as appropriate,
which addresses are set forth in this Operating Agreement. Except as otherwise provided herein,
any such notice shall be deemed to be given two (2) business days after the date on which the same
was deposited in the United States mail, or one (1) business day after the date on which the same
was deposited with an overnight delivery service for next business day delivery, in either case
addressed and sent as aforesaid or, if by telefax as above provided, then any such notice shall be
deemed to be given at the time of the fax receipt acknowledgment.

10.3 Application of Illinois Law. This Operating Agreement and its interpretation shall
be governed exclusively by its terms and by the laws of the State of Illinois, and specifically the

Act.

10.4 Arbitration/No Lawsuits. Other than equitable relief, any controversy or claim
arising out of, or relating to, this Operating Agreement, or its breach, shall be settled by arbitration.
The panel of arbitrators shall be composed of three (3) Persons, one of whom shall be selected by
each of the parties. Such selection of arbitrators shall be made within thirty (30) days after the date
on which the parties agree that they will be unable to agree as to the settlement of the controversy
or claim, The third arbitrator shall be Dominic Maduri or, in the event Dominic Maduri is
unavailable, by an arbitrator appointed by the American Arbitration Association. The decision of
a majority of the panel of arbitrators shall be final, conclusive and binding upon the parties hereto

24

36898056.1
AFM000093


1.32 Reserves. "Reserves" shall mean funds set aside or amounts allocated to reserves
which shall be maintained in amounts deemed sufficient by the Manager for working capital and
to pay taxes, insurance, debt service or other costs or expenses incident to the ownership or

operation of the Company's business.

1.33 Sale Proceeds. "Sale Proceeds" "Sale Proceeds" shall mean (1) the proceeds to the
Company from the sale of property of the Company, including interest on any deferred or
installment payments and (2) the net proceeds to the Company from the refinancing of any property
of the Company.

1.34 Sell. "Sell" shall mean to sell, assign, pledge, hypothecate or otherwise transfer for
consideration all or any portion of a Membership Interest or Economic Interest.

1.35. Selling Member. "Selling Member" shall mean any Member or Economic Interest
Owner which Sells all or any portion of its Membership Interest or Economic Interest.

1.36 Transfer. "Transfer" shall mean to Sell, gift or otherwise transfer, for or without
consideration, all or any part of a Membership Interest or Economic Interest.

1.37 Transferee. "Transferee" shall mean the recipient of a Membership Interest or
Economic Interest which has been Transferred.

1.38 Transferring Member. "Transferring Member" shall mean a Member who Transfers
the Member's Membership Interest, or an Economic Interest Owner who Transfers the Economic

Interest Owner's Economic Interest.

1.39 Treasury Regulations. "Treasury Regulations" shall include proposed, temporary
and final regulations promulgated under the Code.

1.40 Units. "Units" shall mean collectively Membership Units and Economic Interest
Units.

ARTICLE 2
FORMATION OF COMPANY

2.1 Formation. The Company has been organized as an Illinois limited liability
company by the execution and delivery of Certificate of Formation to the Illinois Secretary of State
in accordance with and pursuant to the Act.

2.2. Name. The name of the Company is GSI FINANCE COMPANY LLC, an Illinois
limited liability company.

2.3 Principal Place of Business. The principal place of business of the Company shall
be 1301 Schiferl Road, Bartlett, Illinois 60103. The Company may locate its places of business
and registered office at any other place or places as the Manager may from time to time deem
advisable.

36898708.1
AFM000038


due and payable on the thirtieth day following the date of closing of the sale, and
subsequent installments being due on the same day of each succeeding month until the
remaining unpaid balance plus interest accrued thereon has been paid in full. The
indebtedness of each purchaser shall be evideneed by each purchaser's promissory note
payable to the order of the selling party. Each such promissory note shall be in substantially
the form set forth in Exhibit B attached hercto.

(f) The failure of the remaining Members and the Company to notify the
Dissociated Member of their desire to exercise their respective rights to purchase all of the
Dissociated Member's Membership Interest prior to the end of the Remaining Members
Response Period shall result in the termination of the right to purchase and the Dissociated
Member shall retain such Membership Interest, in the form of an Economic Interest, and
shall have no right to participate in the management of the business or affairs of the
Company or become a Member except as set forth in Section 7.5. The Company shall not
be required to purchase the Membership Interest or Economic Interest of a Member in the
case of the Dissociation of that Member.

7.8 Agreed Value. The term "Agreed Value" shall mean a Member's proportionate
share (determined on the basis of a Member's Participating Percentage of the fair market value of
the Company. As of September 30, 2010, the fair market value of the Company was the amount
established by the independent valuation performed Clifton Gunderson LLP. This amount shall
continue to be the fair market value of the Company until December 31, 2012. Thereafter, the fair
market value of the Company shall be determined by using any one of the three following methods
that results in the highest value: (i) sixty-five percent (65%) of the total Member's equity reflected
on the books and records of the Company, (ii) 25% of the 5-year Average Profit (hereafter defined)
of the Company, or (iii) the amount established by an independent certified public accountant
pursuant to the methodology and formula, including discounts referenced therein, utilized in the
valuation referenced in this Section 7.8. For purposes hereof, the term "5-year Average Profit
means the average Net Profit for the five most recent years ending prior to the year in which an
event described in this Article 7 has occurred.

ARTICLE 8 - ADDITIONAL MEMBERS

From the date of the formation of the Company, upon consent of the Manager, a Person
may become a Member in this Company either by the issuance by the Company of Membership
Interests for such consideration as the Manager determines, or as a transferee of a Member's
Membership Interest or any portion thereof, subject to the terms and conditions of this Operating
Agreement. No new Members shall be entitled to any retroactive allocation of losses, income or
expense deductions incurred by the Company. The Manager may, at its option, at the time a
Member is admitted, close the Company books (as though the Company's tax year had 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.

HTL 00156174 21

36895652.1
AFM000158


required to admit such additional Members. Any such dilution shall be in proportion to
the Members! Percentage Interests. The Percentage Interest to be granted to a newly
admitted Member shall take due account of the value of the additional Member's capital
contribution and commitment in relation to the value of Company property upon
admission.

(c) Additional Members shall be entitled to all of the rights and privileges of the
original Members hereunder and shall be subject to all of the obligations and
restrictions hereunder, and in all other respects their admission shall be subject to ail of
the terms and provisions hereof; provided, however, that allocations to the additional
Members for the Fiscal Year of their.admission to the Company shal! be determined in
accordance with Section 7.3(b).

10.2 Transfers by the Manager.

(a) The Manager's interest in the Company is that of an agent of the Company
and is not susceptible of being sold, assigned, pledged, mortgaged or otherwise
disposed of or transferred. Insofar as the Manager may also be a Member, Section
10.3 shall govern the transfer of the Manager's membership interest.

10.3 Transfers by Members.

(i) The death, retirement, resignation, expulsion, bankruptcy (under the Federal
Bankruptcy Code of 1978, as amended), court declaration of incompetency with
respect to, dissolution or liquidation of a Member (other than the Manager, in which
case Section 5.2(b) shall apply) shall not dissolve the Company, but it shall be
continued with the successor or legal representative of the Member who died, became
incapacitated, bankrupt, insolvent, dissolved or liquidated; such person shall, to the
extent of the interest acquired, be entitled only to the predecessor Member's rights, if
any, in the capital, profits and losses and distributions of the Company, and no such
person shall have any right to participate in the management of the affairs of the
Company or vote on any Company matter without the consent of the Manager.

G) Except as provided in paragraphs (c) and (d), no Member shall sell, assign,
pledge, mortgage or otherwise dispose of or transfer its interest in the Company without
the prior written consent of the Manager.

(k) Notwithstanding anything set forth herein to the contrary, a Member may
transfer all or part of his interest in the Company to his spouse, siblings or lineal
descendants (collectively his "Family Members") or to one or more trusts or other
entities created for the benefit of a Member or his Family members; provided, that such
transfer will not constitute a default under any mortgage, lease or other material
agreement to which the company is party.

() (@ If any Member shall receive a bona fide written offer (the "Offer") to

sell for cash all (but not less than all) of its interest in the Company (the "Offered
Interest"), and such Member desires to sell the Offered Interest, such Member (the

AFM000125


Pasquale F. Greco II and Dominic
S. Maduri, Co-Trustees of the Gian
F. Greco Irrevocable Trust II w/a/d
12/16/98

2%

Pasquale F. Greco II and Dominic
S. Maduri, Co-Trustees of the
Francesca C.M, — Greco-Jaffe
Irrevocable Trust II w/a/d 12/16/98

2%

36898056.1

Exhibit A

AFM000100



3.4 Duties of Manager. At the expense of the Company, the Manager shall be
responsible for the following duties:

(a) The Manager shail maintain records and accounts of the operations and
expenditures of the Company, which shall at a minimum include the following records
which the Manager shall keep at the principal place of business of the Company:

(i) proper and complete records and books of account in which shall be
entered fully and accurately all transactions relating to the Company's business in
such detail and completeness as is customary and usual for businesses of the type
engaged in by the Company;

(ii) 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 statement
of the agreed value of the other property or services each Member and Economic
Interest Owner has contributed or has agreed to contribute in the future, and the
date on which each became a Member or Economic Interest Owner;

(iii) a copy of the Articles of Organization of the Company and ail
amendments thereto, together with executed copies of any powers of attorney
pursuant to which any amendment has been executed;

(iv) _ copies of the Company's federal, state, and local income tax returns
and reports, if any, for the three (3) most recent years;

(v) copies of the Company's currently effective written Operating
Agreement;

(vi) copies of any financial statements of the Company for the three (3)
most recent years;

(vii) any written consents obtained from Members for actions taken by
Members without a meeting;

(viii) other than as set forth in the Articles of Organization or herein, a
writing prepared by the Manager setting out the following: (A) the times at which
or events on the happening of which any additional contributions agreed to be made
by each Member and Economic Interest Owner are to be made; (B) any right of a
Member or Economic Interest Owner to receive distributions that include a return
of all or any part of the Member or Economic Interest Owner's contributions; and
(C) any power of a Member or Economic Interest Owner to grant the right to
become an assignee of any part of the Member's or Economic Interest Owner's
interest, and the terms and conditions of the power.

(b) | The Manager shall cause the preparation and timely filing of all tax returns
required to be filed by the Company pursuant to the Code and all other tax returns deemed
necessary and required in each jurisdiction in which the Company does business. Copies

8

36898708. 1
AFM000041