C. Amendment. This Agreement may be amended or revoked at any time, in writing, with
the consent of the Sole Member. No change or modification to this Agreement shall be valid unless
in writing and signed by the Sole Member.
D. Binding Effect. Subject to the provisions of this Agreement relating to transferability,
this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective
distributees, heirs, successors and assigns.
E. Governing Law. The rights and obligations of the Sole Member, and any claims and
disputes relating thereto, shall be subject to and governed by, and construed and enforced in
accordance with the laws of the State of New York, including without limitation, the LLC Law, as
well as all New York Laws applicable to contracts executed and to be fully performed within the
State of New York, without application of New York's laws relating to conflicts of law.
IN WITNESS WHEREOF, the Sole Member makes and executes this Operating
Agreement on the day and year first written above.
SOLE MEMBER:
Darren K. Indyke
6
CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0050100
CONFIDENTIAL SDNY_GM_00196284
EFTA01361163