Estate of Anna Mirowski, Deceased, Ginat W. Mirowski and Ariella Rosengard, Personal Representatives - Page 91




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                                   4.2.3.4.3.  the balance, to the                    
               Interest Holders in proportion to their Percentages.                   
                  *       *       *       *       *       *       *                   
                    4.4.  Liquidation and Dissolution.                                
                         4.4.1.  If the Company is liquidated, the                    
               assets if the Company shall be distributed to the                      
               Interest Holders in accordance with the balances in                    
               their respective Capital Accounts, after taking into                   
               account the allocations of Profit or Loss pursuant to                  
               Section 4.1 or 4.2, if any, and distributions, if any,                 
               of cash or property, if any, pursuant to Sections 4.1                  
               and 4.2.3.                                                             
                  *       *       *       *       *       *       *                   
                         4.5.1.  Except as otherwise provided in this                 
               Agreement, the timing and amount of all distributions                  
               shall be determined by the Members holding a majority                  
               of the Percentages then outstanding.                                   
                  *       *       *       *       *       *       *                   
                                      SECTION V                                       
                       Management:  Rights, Powers and Duties                         
                    5.1.  Management.                                                 
                         5.1.1.  General Manager.  The Company shall                  
               be managed by a General Manager, who may, but need not,                
               be a Member.  Anna Mirowski is hereby designated to                    
               serve as the initial General Manager.                                  
                         5.1.2.  General Powers.  The General Manager                 
               shall have full, exclusive, and complete discretion,                   
               power, and authority, subject in all cases to the other                
               provisions of this Agreement and the requirements of                   
               applicable law, to manage, control, administer, and                    
               operate the business and affairs of the Company for the                
               purposes herein stated, and to make all decisions                      
               affecting such business and affairs, including without                 
               limitation, for Company purposes, the power to:                        
                              5.1.2.1.  acquire by purchase, lease, or                
               otherwise, any real or personal property, tangible or                  
               intangible;                                                            





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Last modified: March 27, 2008