Vous êtes sur la page 1sur 38

MC DRAFT 1/9/15

THE INTERESTS OF THE MEMBERS ISSUED UNDER THIS AGREEMENT HAVE


NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE
SECURITIES LAWS OF ANY STATE OR THE DISTRICT OF COLUMBIA. NO
RESALE OR TRANSFER OF AN INTEREST BY A MEMBER IS PERMITTED
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT AND
ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS, AND ANY
VIOLATION OF SUCH PROVISIONS COULD EXPOSE THE SELLING OR
TRANSFERRING MEMBER AND THE COMPANY TO LIABILITY.

___________________

OPERATING AGREEMENT

OF

ARDENT RETIREMENT PLANNING LLC

________________

January 9, 2015

#5253166 v4 \021684 \0006


TABLE OF CONTENTS

ARTICLE I CERTAIN DEFINITIONS; CONSTRUCTION ........................................................ 1


Section 1.01 Definitions ......................................................................................................... 1
Section 1.02 Construction....................................................................................................... 7
ARTICLE II GENERAL PROVISIONS ........................................................................................ 8
Section 2.01 Formation........................................................................................................... 8
Section 2.02 Further Action.................................................................................................... 8
Section 2.03 Name of the Company ....................................................................................... 8
Section 2.04 Purpose .............................................................................................................. 8
Section 2.05 Place of Business ............................................................................................... 8
Section 2.06 Registered Office; Registered Agent ................................................................. 8
Section 2.07 Duration of the Company .................................................................................. 8
Section 2.08 Title to Company Property ................................................................................ 8
Section 2.09 No Partnership Intended for Nontax Purposes .................................................. 8
Section 2.10 Failure to Observe Formalities .......................................................................... 9
Section 2.11 Investment Representations by Members .......................................................... 9
ARTICLE III MEMBERS .............................................................................................................. 9
Section 3.01 Members ............................................................................................................ 9
Section 3.02 Manner of Acting............................................................................................... 9
Section 3.03 Meetings of the Members .................................................................................. 9
Section 3.04 Record Date ..................................................................................................... 10
Section 3.05 Relationship of the Members ........................................................................... 10
Section 3.06 Liability of Members ....................................................................................... 11
ARTICLE IV BOARD OF MANAGERS; MANAGEMENT ..................................................... 11
Section 4.01 Management .................................................................................................... 11
Section 4.02 Meetings of the Board. .................................................................................... 12
Section 4.03 Board Approval Matters; Major Decisions ..................................................... 13
Section 4.04 Power to Bind Company.................................................................................. 14
Section 4.05 Day-to-Day Management ................................................................................ 14
Section 4.06 Compensation .................................................................................................. 14
Section 4.07 Committees ...................................................................................................... 14
Section 4.08 Liability of Board and Officers. ...................................................................... 14
Section 4.09 Liability and Indemnification. ......................................................................... 14
ARTICLE V CAPITAL CONTRIBUTIONS ............................................................................... 16
Section 5.01 Capital .............................................................................................................. 16
Section 5.02 Capital Contributions....................................................................................... 16
Section 5.03 Capital Accounts.............................................................................................. 17
Section 5.04 Loans or Services; Advances; Limited Liability ............................................. 18
Section 5.05 Not for Benefit of Creditors............................................................................. 18
Section 5.06 Membership Interests ...................................................................................... 18
ARTICLE VI DISTRIBUTIONS; ALLOCATIONS OF INCOME AND LOSSES ................... 18
Section 6.01 Distributions. ................................................................................................... 18
Section 6.02 Allocations ....................................................................................................... 19
Section 6.03 Special Allocations .......................................................................................... 19
Section 6.04 Regulatory Allocations .................................................................................... 20
#5253166 v4 \021684 \0006

i
Section 6.05 Other Allocations Rules................................................................................... 20
Section 6.06 Code Section 704(c) ........................................................................................ 21
Section 6.07 Tax Elections ................................................................................................... 21
Section 6.08 Transfers .......................................................................................................... 21
ARTICLE VII BOOKS AND RECORDS; ACCOUNTS ............................................................ 21
Section 7.01 Books and Records .......................................................................................... 21
Section 7.02 Fiscal Year; Reports ........................................................................................ 22
Section 7.03 Tax Returns...................................................................................................... 22
Section 7.04 Tax Matters Member ....................................................................................... 22
Section 7.05 Cooperation ..................................................................................................... 22
ARTICLE VIII TRANSFER OF INTERESTS ............................................................................ 22
Section 8.01 Disposition Generally. ..................................................................................... 22
Section 8.02 Drag-Along Obligations. ................................................................................. 23
ARTICLE IX DISSOLUTION AND TERMINATION............................................................... 24
Section 9.01 Events of Dissolution....................................................................................... 24
Section 9.02 Limited Return of Capital Contributions Upon Dissolution ........................... 24
Section 9.03 Distributions Upon Liquidation ....................................................................... 24
Section 9.04 Final Accounting ............................................................................................. 25
ARTICLE X CERTAIN AGREEMENTS AMONG THE MEMBERS ...................................... 26
Section 10.01 Broker Dealer; Broker Dealer Bonus. ............................................................. 26
Section 10.02 Calculation of Company’s Value .................................................................... 26
Section 10.03 Ownership of Members. .................................................................................. 26
Section 10.04 Non-Competition............................................................................................. 26
Section 10.05 Non-Solicitation .............................................................................................. 27
Section 10.06 Collection of Payments ................................................................................... 27
ARTICLE XI MISCELLANEOUS .............................................................................................. 27
Section 11.01 Notices ............................................................................................................. 27
Section 11.02 Successors and Assigns ................................................................................... 28
Section 11.03 Amendments.................................................................................................... 28
Section 11.04 No Partition; Certain Waivers ......................................................................... 28
Section 11.05 No Waiver ....................................................................................................... 29
Section 11.06 Entire Agreement; Conflicts............................................................................ 29
Section 11.07 Captions........................................................................................................... 29
Section 11.08 Counterparts .................................................................................................... 29
Section 11.09 Severability...................................................................................................... 29
Section 11.10 APPLICABLE LAW....................................................................................... 29
Section 11.11 Professional Services to Members .................................................................. 29
Section 11.12 JURISDICTION; CONSENT TO SERVICE ................................................. 30
SECTION 11.13 WAIVER OF JURY TRIAL ...................................................................... 30
Section 11.14 Future Assurances ........................................................................................... 31
Section 11.15 No Third Party Beneficiaries........................................................................... 31
Section 11.16 Remedies Cumulative; Limitation on Damages.............................................. 31

EXHIBIT A – Members

Schedule I – Approved Broker Dealer Payment Allocations


#5253166 v4 \021684 \0006

ii
#5253166 v4 \021684 \0006

iii
OPERATING AGREEMENT OF

ARDENT RETIREMENT PLANNING LLC

This OPERATING AGREEMENT (this “Agreement”) of Ardent Retirement Planning


LLC, a Delaware limited liability company (the “Company”), is made and entered into as of
January 9, 2015 by and among the Company and the parties set forth on Exhibit A under the
heading “Members” (the “Members”).

WHEREAS, the Company and the Members desire to enter into this Agreement in order
to provide for, among other things, the governance of the Company and the rights, preferences
and privileges of the membership interests therein.

NOW THEREFORE, in consideration of the covenants and conditions set forth in this
Agreement the parties hereto agree as follows:

ARTICLE I

CERTAIN DEFINITIONS; CONSTRUCTION

Section 1.01 Definitions. For purposes of this Agreement, the following terms shall
have the following meanings:

“Act” means the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 through
18-1109, as amended from time to time, or any corresponding provision or provisions of
succeeding law.

“Additional Capital Contributions” shall have the meaning ascribed to such term in
Section 5.02(b)(i).

“Additional Contribution Notice” has the meaning ascribed to such term in Section
5.02(b)(ii).

“Adjusted Capital Account Deficit” means, with respect to any Member, the deficit
balance, if any, in such Member’s Capital Account as of the end of the relevant fiscal year, after
giving effect to the following adjustments:

(a) Credit to such Capital Account any amounts which such Member is obligated to
contribute to the Company (pursuant to the terms of this Agreement or otherwise) or is deemed
to be obligated to restore pursuant to the penultimate sentences of Regulations Section 1.704-
2(g)(1) or Regulations Section 1.704-2(i)(5), as applicable.

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

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with
the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently
therewith.
#5253166 v4 \021684 \0006
“Affiliate” means, with respect to a specified Person, (a) if such specified Person is not
an individual, (i) a Person who, directly or indirectly through one or more intermediaries,
Controls, is Controlled by or is under common Control with, the specified Person and (ii) any
Person who is an officer, director, general partner, manager, member or trustee of, or serves in a
similar capacity with respect to, the specified Person or of which the specified Person is an
officer, director, general partner, manager, member or trustee, or with respect to which the
specified Person serves in a similar capacity or (b) if such specified Person is an individual, the
spouse, children (by blood or adoption), siblings or parent of the specified Person or a trust
created for the benefit of such Person, spouse, children (by blood or adoption), siblings, or
parent.

“Agreement” shall have the meaning ascribed to such term in the preamble.

“Available Cash” means, for any period, (i) the excess, if any, of the gross cash proceeds
received by the Company (but shall not include Capital Contributions) less the portion thereof
used to pay for, or establish reasonable reserves, for all Company expenses, capital expenditures
and liabilities paid or payable during such period in connection with the Company’s business, as
determined by the Board plus (ii) the aggregate amount of Available Cash from all prior periods
still held by the Company, if any.

“Board” shall have the meaning ascribed to such term in Section 4.01.

“Broker Dealer Bonus” shall have the meaning ascribed to such term in Section 10.01(b).

“Capital Accounts” means the capital accounts of the Members, maintained in


accordance with Article V.

“Capital Contributions” means the capital contributions of the Members set forth in
Article V.

“Certificate of Formation” shall have the meaning ascribed to such term in Section 2.01.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any
similar federal internal revenue law enacted in substitution for the Code.

“Company” shall have the meaning ascribed to such term in the preamble hereto.

“Company Property” means all property and assets owned by the Company, whether real
or personal, tangible or intangible.

“Contributing Member” has the meaning ascribed to such term in Section 5.02(b)(iv)(A).

“Contribution Amount” has the meaning ascribed to such term in Section 5.02(b)(ii).

“Contribution Date” has the meaning ascribed to such term in Section 5.02(b)(ii).

#5253166 v4 \021684 \0006 2


“Control” means, with respect to any Person, the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of that Person, whether
through the ownership of voting securities, by contract or otherwise.

“Covered Persons” shall have the meaning ascribed to such term in Section 4.09(a).

“Current Broker Dealer” has the meaning ascribed to such term in Section 4.03(b)(ii).

“Dalton” means Dalton Strategic, Inc.

“Dalton Designee” shall have the meaning ascribed to such term in Section 4.01(a).

“Davenport” means Davenport & Associates Inc.

“Davenport Designee” shall have the meaning ascribed to such term in Section 4.01(a).

“Default Amount” has the meaning ascribed to such term in Section 5.02(b)(iv).

“Depreciation” means, with respect to each taxable year or other period, an amount equal
to the depreciation, amortization, or other cost recovery deduction allowable with respect to an
asset for such year or other period, except that, if the Gross Asset Value of an asset differs from
its adjusted basis for federal income tax purposes at the beginning of such year or other period,
Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value
as the federal income tax depreciation, amortization, or other cost recovery deduction for such
year or other period bears to such beginning adjusted tax basis; provided, however, that if the
federal income tax depreciation, amortization, or other cost recovery deduction for such asset for
such year is zero, depreciation shall be determined with reference to such beginning Gross Asset
Value using any reasonable method selected by the Board.

“Distributions” means any distributions of cash or other assets of the Company, including
distributions of Available Cash.

“Drag-Along Right” shall have the meaning ascribed to such term in Section 8.02(a).

“Dragged Members” shall have the meaning ascribed to such term in Section 8.02(a).

“Goldstein” means Personal Financial Strategies, Inc.

“Gross Asset Value” means, with respect to any asset of the Company, the asset’s
adjusted basis for federal income tax purposes, except that: the Gross Asset Values of all
Company assets shall be adjusted to equal their respective gross fair market values (taking into
account Section 7701(g) of the Code in the case of adjustments pursuant to clauses (b) or (c) of
this definition), as determined by the Board, as of the following times: (a) immediately before
the acquisition of an additional interest in the Company by any new or existing Member in
exchange for services or more than a de minimis Capital Contribution, and (b) immediately
before the distribution by the Company to a Member of more than a de minimis amount of
Company assets as consideration for an interest in the Company, in either case if the Members
determine that such adjustment is necessary or appropriate to reflect the relative economic

#5253166 v4 \021684 \0006 3


interests of the Members within the meaning of Regulations Section 1.704-1(b)(2)(iv)(g), (c)
immediately before the liquidation of the Company within the meaning of Regulations Section
1.704-1(b)(2)(ii)(g), and (d) in connection with an election under Sections 734(b) or 743(b) of
the Code, but only as provided in Regulations Section 1.704-1(b)(2)(iv)(m) and not otherwise
required under clause (a)-(c) above.

“Hypothetical Purchase Price” means with respect to any Member, the amount per
Percentage Interest that would be received by such Member upon a distribution pursuant to
Article IX of an amount equal to the proceeds that would be received by the Company in respect
of a Hypothetical Sale.

“Hypothetical Sale” means a sale of all of the assets of the Company for an aggregate
cash amount that would result in the Members receiving an amount per Percentage Interest if the
Company were to distribute the proceeds of such sale pursuant to Article IX equal to the price
per Percentage Interest the Members would receive pursuant to the Transfer in question under
Section 8.04.

“Initial Capital Contribution” shall have the meaning ascribed to such term in Section
5.02(a).

“Insolvency Event” shall mean, with respect to any Member, any of the following:

(a) such Member’s making an assignment for the benefit of creditors,


becoming a party to any liquidation or dissolution action or proceeding with respect to
such Member or any bankruptcy, reorganization, insolvency or other proceeding for the
relief of financially distressed debtors with respect to such Member, or a receiver,
liquidation, custodian or trustee being appointed for such Member or for a substantial part
of such Member’s assets and, if any of the same occur involuntarily, the same not being
dismissed, stayed or discharged within ninety (90) days or the entry of an order for relief
against such Member under Title 11 of the United States Code;

(b) such Member gives notice to any governmental body of insolvency or pending
insolvency, or suspension or pending suspension of operations;

(c) such Member shall admit in writing its inability to pay its debts as they
mature; or

(d) the dissolution or liquidation of such Member.

“Laws” means all laws, statutes, moratoria, initiatives, referenda, ordinances, treaties,
rules, codes, ordinances, regulations of any federal, state, county, municipal, foreign,
international, regional or other governmental authority, agency, board, body, instrumentality or
court having jurisdiction (including environmental laws) and, to the extent the applicable Person
is bound thereby or subject thereto, any judgments, decrees, injunctions, writs, orders, notices of
violation or like action of any governmental authority, court, arbitrator or other administrative,
judicial or quasi-judicial tribunal or agency of competent jurisdiction now or hereafter in effect.

“Liquidator” shall have the meaning ascribed to such term in Section 9.02.
#5253166 v4 \021684 \0006 4
“Manager” shall have the meaning ascribed to such term in Section 4.01.

“Mandatory Funding Member” has the meaning ascribed to such term in Section
5.02(b)(i).

“Member” shall mean a Person who has been admitted to the Company as a member as
provided in this Agreement and § 18-301 of the Act.

“Member Designee” shall have the meaning ascribed to such term in Section 4.01(a).

“Member Minimum Gain” means “partner minimum gain” as determined in accordance


with Regulations Sections 1.704-2(i)(3) and 1.704-2(i)(4).

“Member Nonrecourse Deductions” means “Partner Nonrecourse Deductions” as defined


in Regulations Sections 1.704-2(i)(1) and (2).

“Membership Interest” means the entire right, title and interest of a Member in the
Company at any particular time, including such Member’s economic interest therein, and the
profits, losses, capital and distributions of the Company and all of the rights and obligations of
such Member under this Agreement. The Percentage Interest of each Member of the Company is
set forth on Exhibit A and is subject to dilution in accordance with the terms hereof.

“Minimum Gain” has the same meaning as the term “partnership minimum gain” in
Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

“Monthly Contribution” has the meaning ascribed to such term in Section 5.02(b)(i).

“New Broker Dealer” has the meaning ascribed to such term in Section 4.03(b)(ii).

“Non-Contributing Member” has the meaning ascribed to such term in Section


5.02(b)(iv).

“Nonrecourse Deductions” has the meaning set forth in Regulations Sections 1.704-
2(b)(1) and 1.704-2(c).

“Officers” has the meaning set forth in Section 4.05.

“Owner” means, with respect to any Member, any Person that Controls such Member.
For the avoidance of doubt, (i) John Davenport is the Owner of Davenport; (ii) Steve Dalton is
the Owner of Dalton and (iii) Les Goldstein is the owner of Goldstein .

“Person” means an individual, trust, estate, partnership, joint venture, association, limited
liability company, corporation, governmental authority or other entity.

“Profits and Losses” means, with respect to each taxable year or other period, an amount
equal to the Company’s taxable income or loss for such year or period, determined in accordance
with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required

#5253166 v4 \021684 \0006 5


to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or
loss), with the following adjustments:

(a) Any income of the Company that is exempt from federal income tax and not
otherwise taken into account in computing Profits or Losses pursuant to this definition of Profits
and Losses shall be added to such taxable income or loss;

(b) Any expenditures of the Company described in Code Section 705(a)(2)(B) or


treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-
(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this
definition of Profits and Losses, shall be subtracted from such taxable income or loss;

(c) In the event the Gross Asset Value of any Company asset is adjusted in
accordance with the definition thereof, (i) the amount of such adjustment shall be taken into
account as gain or loss on a disposition of such asset for purposes of computing Profits and
Losses, and (ii) in lieu of the depreciation, amortization, and other cost recovery deductions
taken into account in computing such taxable income or loss, there shall be taken into account
Depreciation for such fiscal year or other period, computed in accordance with the definition of
Depreciation;

(d) Gain or loss resulting from any disposition of Company Property with respect to
which gain or loss is recognized for federal income tax purposes shall be computed by reference
to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis
of such property differs from its Gross Asset Value; and

(e) Notwithstanding any other provision of this definition of Profits and Losses, any
items that are specially allocated pursuant to Section 6.03 and Section 6.04 shall not be taken
into account in computing Profits or Losses.

“Regulations” means the final and temporary income tax regulations promulgated under
the Code, as such regulations may be amended from time to time (including corresponding
provisions of succeeding regulations).

“Regulatory Allocations” shall have the meaning ascribed to such term in Section 6.04.

“Repurchase Price” means, with respect to each Percentage Interest, (i) until the one year
anniversary of this Agreement, $4,285.71 and (ii) after the one year anniversary of this
Agreement, as determined by an independent appraiser.

“Requisite Members” shall have the meaning ascribed to such term in Section 8.02(a).

“Restricted Business” shall have the meaning ascribed to such term in Section 10.04.

“Restricted Territory” shall have the meaning ascribed to such term in Section 10.04.

“Sale of the Company” means:

#5253166 v4 \021684 \0006 6


(a) a transaction or series of transactions involving the sale, transfer or other
disposition by any Member or Members to one or more Persons that are not, immediately prior
to such sale, Affiliates of the Company or such Member, of a majority of the Percentage
Interests of the Company as of such date;

(b) a transaction or series of transactions involving the sale, transfer or other


disposition of all or substantially all of the assets of the Company (whether by sale, merger,
consolidation or otherwise), to one or more Persons that are not, immediately prior to such sale,
transfer or other disposition, Affiliates of the Company or a Member; provided, that it shall not
constitute a Sale of the Company if as a result of such transaction the Company, directly or
indirectly, continues to own a majority of the voting securities of the entity that owns all or
substantially all of the assets of the Company, its successor, or any parent thereof;

(c) any merger, consolidation or other business combination of the Company in


which the Members of the Company immediately prior to such transaction own immediately
after such transaction less than a majority of the issued and outstanding voting securities of the
Company, its successor, or any parent thereof; or

(d) any transaction where a “person” or “group” of related persons as defined in


Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended, other than the
Members immediately prior to such transaction, becomes the owner, directly or indirectly,
beneficially or of record, of more than 50% of the aggregate issued and outstanding
Membership Interests.

“Sale Notice” shall have the meaning ascribed to such term in Section 8.02(b).

“Special Additional Contribution” has the meaning ascribed to such term in Section
5.02(b)(i).

“Tax Matters Member” shall have the meaning ascribed to such term in Section 7.04.

“Transfer” shall have the meaning ascribed to such term in Section 8.01.

Section 1.02 Construction. For purposes of this Agreement, except as otherwise


expressly provided herein or unless the context otherwise requires: (a) pronouns and all
variations thereof shall be deemed to refer to the masculine, feminine, or neuter, singular or
plural, as the context in which they are used may require, (b) numbered or lettered articles,
sections, subsections, paragraphs, clauses and exhibits contained herein refer to articles, sections,
subsections, paragraphs, clauses and exhibits of this Agreement unless otherwise expressly
stated, (c) the terms “herein”, “hereof” or “hereunder”, or similar terms used in this Agreement,
refer to this entire Agreement and not to the particular provision in which the terms are used, (d)
the words “include,” “includes” and “including” are deemed to be followed by the phrase
“without limitation” and (e) any reference to the Code, Treasury Regulations or the Act or other
statutes or laws will include all amendments, modifications, or replacements of the specific
sections and provisions concerned. All accounting terms used and not expressly defined herein
shall have the meanings given to them under United States generally accepted accounting
principles, consistently applied.

#5253166 v4 \021684 \0006 7


ARTICLE II

GENERAL PROVISIONS

Section 2.01 Formation. Each Member hereby (a) acknowledges that the Company was
formed in accordance with the Act upon the filing of the Certificate of Formation with the
Delaware Department of State on August 8, 2014 (as so filed, and as amended from time to time,
the “Certificate of Formation”), (b) confirms and agrees to its status as a Member and to its
Percentage Interest as set forth on Exhibit A and (c) executes and adopts this Agreement as the
Limited Liability Company Operating Agreement of the Company. The provisions of the Act
shall govern the rights and obligations of, and the relationships among, the Members, except as
modified by the provisions of this Agreement.

Section 2.02 Further Action. The Members shall take any and all action as may be
required, from time to time, under the Laws of the State of Delaware to give effect to, and
continue in good standing, the Company, and if required to qualify to do business in any other
state in which the Company does business, then under the Laws of such state.

Section 2.03 Name of the Company. The name of the Company shall be “Ardent
Retirement Planning LLC” or such other name as the Board may from time to time determine.
The Board shall have the right to cause the Company to operate under one or more assumed
names where required to comply with the Laws of any states in which the Company is doing
business. The Board shall cause to be filed on behalf of the Company such assumed or fictitious
name certificates or other documents as may from time to time be required by Law for the
formation and continuation of the Company as a limited liability company under the Act.

Section 2.04 Purpose. The Company is authorized to conduct and engage in any lawful
business or purpose permitted under the laws of the State of Delaware.

Section 2.05 Place of Business. The Company’s principal place of business shall
initially be 800 Connecticut Avenue, Suite E401, Norwalk, CT 06854 or at such other place in
the United State of America as the Board shall designate. The Company may have such
additional offices in the United State of America as the Board deems advisable.

Section 2.06 Registered Office; Registered Agent. The Company’s registered agent
and registered office are set forth in the Certificate of Formation and may be changed from time
to time upon the decision of the Board or as otherwise provided in the Act.

Section 2.07 Duration of the Company. The Company shall have perpetual existence
unless sooner terminated as provided in this Agreement or the Act.

Section 2.08 Title to Company Property. All Company Property shall be owned by the
Company as an entity, and no Member, individually, shall have any ownership interest in that
property.

Section 2.09 No Partnership Intended for Nontax Purposes. The parties to this
Agreement agree to form a limited liability company and do not intend to form a partnership
(other than for federal, state and local income tax purposes) under the laws of the State of
#5253166 v4 \021684 \0006 8
Delaware or any other laws or a joint venture and the parties intend that no Member or Manager
be a partner or joint venturer of any other Member or Manager. This Agreement may not be
construed to suggest otherwise.

Section 2.10 Failure to Observe Formalities. A failure to observe any formalities or


requirements of this Agreement, the Certificate of Formation or the Act shall not be grounds for
imposing personal liability on the Members, Managers or Officers for liabilities of the Company.

Section 2.11 Investment Representations by Members. Each Member, severally and


not jointly, hereby represents, warrants, agrees and acknowledges that such Member is acquiring
such Member’s Membership Interest as a Member for such Member’s own account, for
investment purposes only, and not with a view to the distribution or resale thereof, in whole or in
part, and agrees that such Member will not Transfer all or any part of such Member’s
Membership Interest, or solicit offers to buy from or otherwise approach or negotiate in respect
thereof with any Person or Persons whomsoever, all or any portion of such Member’s
Membership Interest in any manner that would violate or cause the Company or any Member to
violate applicable federal or state securities laws.

ARTICLE III

MEMBERS

Section 3.01 Members. There shall be a single class of Members and Membership
Interests. Each Membership Interest in the Company shall have the relative rights, privileges,
preferences and obligations with respect to such Membership Interest in the Company as shall be
determined under this Agreement and the Act. Membership Interests shall not be evidenced by
certificates, unless the Board determines otherwise. Holders of Membership Interests are
entitled, voting together as a single class, to vote on all matters to be voted on hereunder or under
the Act by the Members. Each Member shall be (x) entitled to vote in accordance with and (y)
entitled to Distributions set forth in Article VI in accordance with the percentage set forth
opposite such Member’s name on Exhibit A (the “Percentage Interest”).

Section 3.02 Manner of Acting. Except as otherwise required by this Agreement,


whenever any Company action is to be taken by the Members of the Company, by vote or
otherwise, it shall be authorized upon receiving the affirmative vote of Members holding a
majority of the Membership Interests.

Section 3.03 Meetings of the Members

(a) Meetings. No meetings of the Members shall be required. A meeting of the


Members may be called for any purpose by a Member. A meeting of Members of the
Company duly called shall not be organized for the transaction of business unless a quorum is
present. The presence of the number of Members holding Membership Interests as would be
required to approve the matters subject of the meeting, represented in person or by proxy, shall
constitute a quorum at any meeting of Members.

#5253166 v4 \021684 \0006 9


(b) Attendance by Telephone, Etc. Members may, unless prohibited by
applicable law, rule or regulation, participate in a meeting of the Members by means of
conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation shall constitute presence
in person at such meeting, except where a Member participates in the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any business on the
ground that the meeting is not properly called or convened.

(c) Action by Written Consent. Unless prohibited by applicable Law, rules and
regulations, any action required or permitted to be taken at a meeting of the Members may be
taken without a meeting if a written consent setting forth the action so taken is signed by the
Members that would be necessary to authorize the action at a meeting of the Members duly
called and held, and is filed with the minutes of the Company. Any consent shall have the same
force and effect as a vote of the Members at a meeting duly called and held at which a quorum
was present.

Section 3.04 Record Date. For the purpose of determining Members entitled to notice
of any meeting of Members or any adjournment of the meeting, or Members entitled to receive
payment of any distribution, or to make a determination of Members for any other purpose, the
date on which notice of the meeting is sent or the date on which the resolution declaring the
distribution or relating to such other purpose is adopted, as the case may be, shall be the record
date for such determination. Only Members of record on the date fixed shall be so entitled,
notwithstanding any permitted transfer of a Member’s Membership Interest after any record date
fixed as provided in this Section 3.04.

Section 3.05 Relationship of the Members.

(a) The relationship of the Members shall be limited solely to the purpose and
scope of the Company as expressed in this Agreement. This Agreement shall not constitute the
appointment of any party to this Agreement as the legal representative or agent of any other
party to this Agreement. No party to this Agreement, by reason of such status, shall have any
right or authority to assume, create or incur any liability or any obligation of any kind, express
or implied, against or in the name of or on behalf of any other party to this Agreement. Except
as may be specifically provided in this Agreement, neither the Company nor any party to this
Agreement shall assume or be responsible for any liability or obligation of any nature of, or any
liability or obligation that arises from any act or omission to act of, any other party to this
Agreement however or whenever arising.

(b) Nothing contained in this Agreement shall be deemed to restrict or limit in


any way the carrying on, directly or indirectly, of separate businesses or activities by any
Member or its Affiliates, now or in the future, independently or with others, even if such
businesses or activities are competitive with the Company, and neither the Company nor the
other Members shall, by virtue of this Agreement, have any interest or rights in or to such other
businesses or activities or any income, profits, liabilities or obligations with respect thereto or
derived therefrom. No Member or any of its Affiliates or any of their respective officers,
directors, employees or former employees shall have any obligation, or be liable, to the
Company or any other Member pursuant to this Agreement or otherwise (i) for, or arising out

#5253166 v4 \021684 \0006 10


of, the conduct described in this Section 3.05(b), (ii) solely by reason of such conduct, for
breach of any fiduciary or similar duty to the Company or any Member or (iii) for exercising or
failing to exercise its rights as a Member; except in each case for a breach of any express
provisions of this Agreement. In the event that a Member, any of its Affiliates or any of their
respective officers, directors, employees or former employees acquires knowledge of a potential
transaction, agreement, arrangement or other matter that may be a corporate opportunity for
both the Company and the Member or such Affiliate, or any of their respective officers,
directors, employees or former employees, (x) neither the Member nor such Affiliate, officers,
directors, employees or former employees shall have any duty to communicate or offer such
corporate opportunity to the Company, (y) neither the Member nor such Affiliate, officers,
directors, employees or former employees shall be liable to the Company for breach of any
fiduciary or similar duty, as a Member or otherwise, by reason of the fact that the Member or
such Affiliate, officers, directors, employees or former employees pursue or acquire such
corporate opportunity, direct such corporate opportunity to another Person or fail to
communicate such corporate opportunity or information regarding such corporate opportunity
to the Company, and (z) neither the Member nor such Affiliate, officers, directors, employees
or former employees shall be obligated to account to the Company or any other Member for any
property, profit or benefit derived from such opportunity.

Section 3.06 Liability of Members. Except as otherwise expressly provided by the Act,
the debts, obligations and liabilities of the Company, whether arising in contract, tort or
otherwise, shall be the debts, obligations and liabilities solely of the Company, and no Member
shall be obligated personally for any such debt, obligation or liability of the Company solely by
reason of being a Member of the Company.

ARTICLE IV

BOARD OF MANAGERS; MANAGEMENT

Section 4.01 Management. The management of the Company shall be vested in a


Board of Managers (the “Board”) whose members shall be the “managers” of the Company
within the meaning of Section 18-101(10) of the Act and shall have all the powers and
authorities in respect of the Company permitted to managers under the Act (each such member, a
“Manager”). Other than solely to the limited extent expressly granted to the Members herein, the
Board shall have sole and exclusive control over the management and operations of the
Company.

(a) Number and Election of Members of Board. Unless and until otherwise
provided by a vote in writing of the Members, the Board shall consist of three Managers: one (1)
Manager appointed by Davenport (the “Davenport Designee”), who initially shall be John
Davenport, one (1) Manager appointed by Dalton (the “Dalton Designee”), who initially shall be
Steve Dalton and (1) Manager appointed by the Members, who initially shall be Les Goldstein
(the “Member Designee”). Each Manager shall serve until the earlier of (i) the appointment of
such Manager’s successor, (ii) the removal of such Manager in accordance with the terms of this
Agreement, (iii) such Manager’s resignation, and (iv) such Manager’s death.

#5253166 v4 \021684 \0006 11


(b) Resignation. Any Manager may resign at any time by giving written notice
to the Members and remaining Managers. The resignation of any Manager shall take effect
upon receipt of that notice or at such later time as shall be specified in the notice. Unless
otherwise specified in the notice, the acceptance of the resignation shall not be necessary to
make it effective. Upon the resignation of any Manager, a successor shall be appointed by
Davenport, if the resigning Manager was the Davenport Designee, by Dalton, if the resigning
Manager was the Dalton Designee, or by the Members, if the resigning Manager was the
Member Designee.

(c) Removal. Any Manager may be removed at any time with or without cause
only by the Member who appointed such Manager. Upon such removal, a successor shall be
appointed by Davenport, if the removed Manager was the Davenport Designee, by Dalton, if
the removed Manager was the Dalton Designee, or by the Members, if the removed Manager
was the Member Designee.

(d) Vacancies. Upon the vacancy of any Manager for any reason, a successor
shall be appointed by Davenport, if such Manager was the Davenport Designee, by Dalton, if
such Manager was the Dalton Designee, or by the Members, if such Manager was the Member
Designee.

(e) Failure to Designate. In the event a Member entitled to designate a


Manager pursuant to this Agreement chooses not to designate a Manager, such Manager position
shall remain vacant, and the number of Managers will not be reduced. In the event there are no
Managers designated or there are an insufficient number of Managers to constitute a quorum (as
set forth in Section 4.02), notwithstanding anything to the contrary in this Agreement, any action
required to be taken by the Board under the terms of this Agreement must be approved by the
Members.

(f) Member Actions. Each of the Company and the Members shall take all
action within their respective power (including, with respect to the Members, having their
Membership Interest in the Company represented in person or by proxy at all meetings of the
Members, voting their Membership Interest, acting by written consent, and using all reasonable
efforts to cause any Manager designated by such Member not to take any action inconsistent
with this Agreement) required to cause the Board at all times to consist of the number of
Managers set forth in this Section 4.01.

(g) Non-Transferable Right. Notwithstanding anything to the contrary in this


Agreement, no Member may transfer its right to appoint a Manager under this Section 4.01
without the prior written approval of the Members.

Section 4.02 Meetings of the Board.

(a) Meetings of the Board may be called by any Manager. All meetings shall be
held upon at least five (5) Business Days’ written notice (indicating the place, date, time and
purpose of the meeting) to the other Manager or Managers (with confirmed receipt (which
receipt shall include, without limitation, an email acknowledging delivery of such notice)).
Notice of a meeting need not be given to any Manager who signs a waiver of notice or a

#5253166 v4 \021684 \0006 12


consent to holding the meeting (which waiver or consent need not specify the purpose of the
meeting) or an approval of the minutes thereof, whether before or after the meeting, or who
attends the meeting without protesting in writing, prior to its commencement, the lack of notice
to such Manager. All such waivers, consents and approvals shall be filed with the Company
records or made a part of the minutes of the meeting. Meetings of the Board may be held at any
place within or without the State of Delaware that has been designated in the notice of the
meeting or at such place as may be approved by the Board. Managers may participate in a
meeting through use of conference telephone, electronic video screen communication, or other
communications equipment, so long as all Managers participating in such meeting can hear one
another. Participation in a meeting in such manner constitutes a presence in person at such
meeting. A majority of the Board then in office shall constitute a quorum at any meeting of the
Board. At any adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as originally
noticed.

(b) Any action required or permitted to be taken by the Board may be taken by
the Board without a meeting if such number of Managers sufficient to approve such action
pursuant to the terms of this Agreement consent thereto in writing. Such action by written
consent shall have the same force and effect as if taken at a meeting of the Board.

Section 4.03 Board Approval Matters; Major Decisions

(a) Except as otherwise provided by this Agreement (including this Section


4.03), an affirmative vote by a majority of the Managers then in office shall be considered the
action of the Board.

(b) Anything herein to the contrary notwithstanding, the consent of a majority of


the Managers then in office shall be required to constitute the action of the Board with respect
to any of the following:

(i) authorizing any increase in the Monthly Capital Contribution; and

(ii) authorizing any Special Additional Capital Contribution.

(c) Anything herein to the contrary notwithstanding, the unanimous consent of


the Managers then in office shall be required to constitute the action of the Board with respect
to any of the following:

(i) any decision to allocate payments to be made by a broker dealer


with respect to the Company’s business (other than allocation of payments as set forth on
Schedule I hereto (which are hereby approved)); and

(ii) consent to Transfer of any Membership Interests.

(d) Anything herein or in the Act to the contrary notwithstanding, in order for
the Company to duly act on any of the following matters, the Board must first obtain the
affirmative consent of the Members, and no Manager or officer shall individually have any

#5253166 v4 \021684 \0006 13


power or authority to do or perform any act on behalf of the Company with respect to any of the
following matters without such approval:

(i) a plan of merger or sale of the Company or all or substantially all


of the Company’s assets; and

(ii) a transfer of the Company’s business to a broker-dealer (a “New


Broker Dealer”) different than the one currently used by the Company (the “Current Broker
Dealer”); provided that, for the avoidance of doubt, the Company may initially engage Securities
America, Inc. to be the Company’s broker dealer without any prior consent.

Section 4.04 Power to Bind Company. No Manager (acting in his capacity as such)
shall have any authority to bind the Company to any third party with respect to any action except
pursuant to a resolution expressly authorizing such action which resolution is duly adopted by
the Board by the affirmative vote required for such matter pursuant to this Agreement or the Act.
Except as otherwise provided by the Board, any Manager or officer of the Company, or any other
Persons specifically authorized by the Board, may execute any contract or other agreement or
document on behalf of the Company and file with the Secretary of State of the State of Delaware
any certificates or filings provided for in the Act.

Section 4.05 Day-to-Day Management. The Board may from time to time appoint and
remove officers of the Company (“Officers”) and delegate to such Officers such titles and duties
deemed appropriate or advisable by the Board, including a Chief Executive Officer, President,
Chief Financial Officer, Vice President, Treasurer or Secretary of the Company. Unless
otherwise specifically determined by the Board, Officers shall have titles and duties
commensurate with their positions.

Section 4.06 Compensation. Unless otherwise determined by the Board, members of


the Board shall not be compensated for services rendered in such capacity. The compensation
and other terms of employment of any Officers, if any, shall be determined by the Board.
Members of the Board and Officers shall be reimbursed for their reasonable out-of-pocket
expenses in accordance with Company policies.

Section 4.07 Committees. The Board may form committees from time to time. The
Board shall determine the purpose of such committees and shall establish rules for quorum,
notice, meeting and other requirements as they deem necessary or appropriate.

Section 4.08 Liability of Board and Officers. The Members hereby agree that the
fiduciary duties of the members of the Board of Managers and the Officers shall be those of a
director or an officer, as applicable, to a corporation and its stockholders under the Delaware
General Corporation Law and not those of a member or manager to a limited liability company
and its members or any other fiduciary duties of any kind or character; provided, however, that
no Manager or Officer acting under this Agreement shall be liable to the Company or to any
other Covered Person for its good faith reliance on the provisions of this Agreement or any
approval or authorization granted by the Company or any other Covered Person.

Section 4.09 Liability and Indemnification.

#5253166 v4 \021684 \0006 14


(a) To the fullest extent permitted by applicable Law, no Member, Manager or
Officer, employee or agent of the Company nor any member, partner, shareholder, director,
officer, manager, employee, agent or Affiliate of any of the foregoing (collectively, the
“Covered Persons”) shall be liable to the Company or any other Person that is a party or is
otherwise bound by this Agreement, for any loss, damage, liability, cost, expense, claim or
counterclaim incurred by reason of any act or omission performed or omitted by such Covered
Person in good faith on behalf of the Company and in a manner reasonably believed to be
within the scope of the authority conferred on such Covered Person by this Agreement, except
that a Covered Person shall be liable for any such loss, damage, liability, cost, expense, claim or
counterclaim incurred by reason of such Covered Person’s fraud or willful or intentional
misconduct.

(b) To the fullest extent permitted by applicable Law, a Covered Person shall be
entitled to indemnification from the Company for any loss, damage, liability, cost, expense,
claim or counterclaim, including reasonable attorneys’ fees and expenses and litigation costs,
by such Covered Person by reason of any act or omission performed or omitted by such
Covered Person in good faith on behalf of the Company and in a manner reasonably believed to
be within the scope of the authority conferred on such Covered Person by this Agreement,
except that no Covered Person shall be entitled to be indemnified in respect of any loss,
damage, liability, cost, expense, claim or counterclaim incurred by such Covered Person by
reason of such Covered Person’s fraud or willful or intentional misconduct with respect to such
acts or omissions; provided, however, that any indemnity under this Section 4.09 by the
Company shall be provided out of and to the extent of Company assets only, and no Member
shall have personal liability on account thereof.

(c) To the fullest extent permitted by applicable Law, expenses (including


reasonable attorneys’ fees and expenses and litigation costs) incurred by a Covered Person
defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced
by the Company prior to the final disposition of such claim, demand, action, suit or proceeding
upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay
such amount if it shall be determined that the Covered Person is not entitled to be indemnified
as authorized in this Section 4.09.

(d) Each Covered Person shall be fully protected in relying in good faith upon
the records of the Company and upon such information, opinions, reports or statements
presented to the Company by any Person as to matters the Covered Person reasonably believes
are within such other Person’s professional or expert competence and who has been selected
with reasonable care by or on behalf of the Company, including information, opinions, reports
or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to
the existence and amount of assets from which Distributions to the Members might properly be
paid.

(e) To the extent that, at law or in equity, a Covered Person has duties (including
fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person,
a Covered Person acting under this Agreement shall not be liable to the Company or to any
other Covered Person for its good faith reliance on the provisions of this Agreement or any
approval or authorization granted by the Company or any other Covered Person. The

#5253166 v4 \021684 \0006 15


provisions of this Agreement, to the extent that they restrict the duties and liabilities of a
Covered Person otherwise existing at law or in equity, are agreed by the Members to replace
such other duties and liabilities of such Covered Person.

(f) The foregoing provisions of this Section 4.09 shall survive any termination
of this Agreement.

ARTICLE V

CAPITAL CONTRIBUTIONS

Section 5.01 Capital. The capital of the Company shall consist of amounts contributed
to the Company pursuant to this Article V.

Section 5.02 Capital Contributions.

(a) Initial Capital Contributions. Prior to the date hereof, each of the Members
(i) has made Capital Contributions to the Company (the “Initial Capital Contributions”), if any,
set forth on Exhibit A and (ii) pursuant to this Agreement is being issued the Membership
Interests set forth opposite such Member’s name on Exhibit A in consideration for such Initial
Capital Contributions.

(b) Additional Capital Contributions.

(i) Each Member shall be obligated to make additional Capital


Contributions (x) on a monthly basis, in an amount determined by the Board, to fund the routine
operating costs and expenses of the Company (the “Monthly Contributions”) and (y) at such
other times and in such amounts as the Board determines in its good faith business judgment
should be contributed to the Company for any other purpose in order for the Company to carry
on its business (the “Special Additional Capital Contributions” and together with the Monthly
Contributions, the “Additional Capital Contributions”). Members required to make an Additional
Capital Contribution pursuant to this Section 3.06(b) are referred to as the “Mandatory Funding
Members” in respect of such Additional Capital Contribution.

(ii) Once an Additional Capital Contribution is approved by the Board


the Company shall provide each Member with notice of the Additional Capital Contribution (the
“Additional Contribution Notice”). The Additional Contribution Notice shall include (i) the date
on which the Additional Capital Contribution is due, which date (the “Contribution Date”) shall
not thirty (30) calendar days from the date such notice is delivered with respect to a Special
Additional Capital Contribution and (ii) the amount that must be contributed by each Mandatory
Funding Member (the “Contribution Amount”). The total amount of any Additional Capital
Contribution required to be made pursuant to this Section 5.02 shall be allocated among the
Members in accordance with each Member’s Percentage Interest in effect at the time of the
applicable Additional Contribution Notice.

(iii) Each Mandatory Funding Member shall pay all of any


Contribution Amount to the Company on or before the applicable Contribution Date by transfer
of immediately available funds.
#5253166 v4 \021684 \0006 16
(iv) If any Mandatory Funding Member fails to timely contribute any
portion of such Mandatory Funding Member’s Contribution Amount requested by the Company
in an Additional Contribution Notice (such non-contributing Mandatory Funding Member, a
“Non-Contributing Member” and the unpaid portion of such Non-Contributing Member’s share
of any Contribution Amount, the “Default Amount”) the Board may extend the time of payment
for a period of up to 60 additional days. If such unpaid portion remains outstanding at the end of
such extension period, 20% of such Non-Contributing Member’s Membership Interests shall be
subject to purchase by the other Members (on a pro rata basis) at the Repurchase Price.

Section 5.03 Capital Accounts.

(a) A Capital Account shall be maintained for each Member in accordance with
the following provisions:

(i) To each Member’s Capital Account there shall be credited such


Member’s Capital Contributions, such Member’s allocable share of the Profits, and any items of
income or gain that are specially allocated to such Member pursuant to Article VI.

(ii) To each Member’s Capital Account there shall be debited the


amount of cash and the Gross Asset Value of any Company Property (net of any liabilities
assumed or taken subject to by such Member in connection therewith) distributed to such
Member pursuant to any provision of this Agreement, such Member’s allocable share of Losses,
and any items of deductions or Loss that are specially allocated to such Member pursuant to
Article VI.

(iii) If any Membership Interest is transferred in accordance with the


terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to
the extent it relates to the transferred Membership Interest.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance
of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be
interpreted and applied in a manner consistent with such Regulations. In the event that the
Members shall determine that it is prudent to modify the manner in which the Capital Accounts,
or any debits or credits thereto are computed in order to comply with such Regulations, the
Members may make such modification; provided that it is not likely to have a material effect on
the amounts distributable to any Member pursuant to Section 9.03 upon the dissolution of the
Company. The Members also shall make any appropriate modifications in the event
unanticipated might otherwise cause this Agreement not to comply with Regulations Section
1.704-1(b).

(b) A Member shall not be entitled to demand the return of, or to withdraw, any
part of its Capital Contribution or any balance in its Capital Account, or to receive any
Distribution, except as provided for in this Agreement. No Member shall be liable for the
return of the Capital Contributions of any other Member and no Member shall have any
obligation to restore the amount of any deficit in its Capital Account to the Company. Unless
otherwise provided herein, no Member shall be entitled to interest on its Capital Contributions.

#5253166 v4 \021684 \0006 17


Section 5.04 Loans or Services; Advances; Limited Liability. Loans or services by any
Member to the Company shall not be considered Capital Contributions. If any Member shall
lend or advance any funds to the Company, the amount of any such loan or advance shall not be
treated as a Capital Contribution, but shall be a debt due from the Company to such Member to
be repaid in accordance with the terms of such loan or advance approved by the Company.
Except as provided in this Agreement, no Member shall be required under any circumstances to
contribute or lend any money or property to the Company.

Section 5.05 Not for Benefit of Creditors. The provisions of this Article V are not
intended to be for the benefit of any creditor or other person (other than a Member in its capacity
as Member) to whom any debts, liabilities, or obligations are owed by (or who otherwise has any
claim against) the Company or any of the Members, and no such creditor or other person shall
obtain any right under any such provisions or shall by reason of any such provisions make any
claim in respect of any debt, liability, obligation, or claim against the Company or any of the
Members.

Section 5.06 Membership Interests. The Membership Interest of each Member is as set
forth on Exhibit A. Percentage Interests will be varied only as specifically agreed by the parties
pursuant to this Agreement and will not be affected by allocations of Profits and Losses or other
changes in Members’ Capital Accounts. The Membership Interests shall be updated by the
Company to reflect any adjustment of Percentage Interests, set forth on a revised Exhibit A in
accordance with Section 11.03 and filed with the records of the Company.

ARTICLE VI

DISTRIBUTIONS; ALLOCATIONS OF INCOME AND LOSSES

Section 6.01 Distributions.

(a) Ordinary Distributions. The Company may distribute Available Cash of


the Company to the Members at such times and in such amounts as approved by the Board. All
Distributions shall be distributed to the Members: and

(i) First, to the Members pro rata in accordance with their Additional
Capital Contributions, until each Member has received an aggregate amount equal to such
Member’s aggregate Additional Capital Contributions;

(ii) Second, to the Members pro rata in accordance with their


Percentage Interests.

(b) Limitations. Notwithstanding any provision to the contrary contained in this


Agreement, the Company shall not be required to make a Distribution in accordance with this
Section 6.01 if such Distribution would violate the Act or any other applicable Laws.

(c) Distributions to Pay Taxes. Anything contained herein to the contrary


notwithstanding, the Company shall distribute to each Member, to the extent of Available Cash,
an amount sufficient to meet such Member’s required United States federal, state and local
income tax payments (including estimated payments) in respect of such Member’s allocable
#5253166 v4 \021684 \0006 18
share of taxable income computed on the basis of a deemed combined tax rate applicable to all
Members of forty percent (40%) (such deemed rate subject to adjustment by approval of the
Board). The foregoing distributions shall be calculated quarterly based upon a period
commencing upon the inception of the Company and ending on the last day of such quarter, and
such calculation shall take into account all previously allocated items of Profit and Loss as well
as all previously made distributions made pursuant to Section 6.01. All distributions made
pursuant to this Section 6.01(c) shall be considered advances of the next distribution to which
the applicable Member would be entitled pursuant to Section 6.01 and shall reduce such
distribution (but only dollar-for-dollar). Distributions pursuant to this Section 6.01(c) shall be
made timely to meet required United States federal, state and local income tax payments
(including estimated payment) deadlines and shall be made to all Members at the same time.

(d) Amounts Withheld. All amounts withheld pursuant to the Code or any
provision of any state, local, or foreign tax law with respect to any payment, distribution, or
allocation to the Company or the Members shall be treated as amounts paid or distributed, as
the case may be, to the Members with respect to which such amount was withheld pursuant to
this Article VI for all purposes under this Agreement. The Company is authorized to withhold
from payments and distributions, or with respect to allocations to the Members, and to pay over
to any federal, state, local, or foreign government, any amounts required to be so withheld
pursuant to the Code or any provisions of any other federal, state, local, or foreign law, and
shall allocate any such amounts to the Members with respect to which such amount was
withheld.

Section 6.02 Allocations. After making the allocations set forth in Section 6.03 and
Section 6.04, Profits, Losses, income, expenses, deductions and credits of the Company shall be
allocated among the Members pro rata in accordance with their Percentage Interests, provided, in
the judgment of the Board, such allocations nearly as practicable reflect the economics of this
Agreement, and in particular the related distributions or expected distributions pursuant to
Section 6.01 and otherwise comply with Regulations Sections 1.704-1(b) and 1.704-2(b).

Section 6.03 Special Allocations. Except as otherwise provided, the following special
allocations shall be made:

(a) Qualified Income Offset. In the event any Member unexpectedly receives
any adjustments, allocations, or distributions described in Regulations Sections 1.704-
1(b)(2)(ii)(d)(4), Section 1.704-1(b)(2)(ii)(d)(5), or Section 1.704-1(b)(2)(ii)(d)(6), items of
Company income and gain shall be specially allocated to such Member in an amount and
manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital
Account Deficit of the Member as quickly as possible, provided that an allocation pursuant to
this Section 6.03(a) shall be made only if and to the extent that the Member would have an
Adjusted Capital Account Deficit after all other allocations provided for in this Article VI have
been tentatively made as if this Section 6.03(a) were not in the Agreement. Each Member who
would otherwise have a deficit Capital Account at the end of any taxable year which is in
excess of the sum of (i) the amount such Member is obligated to restore pursuant to any
provision of this Agreement and (ii) the amount such Member is deemed to be obligated to
restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-
2(i)(5), shall be specially allocated items of income (including gross income) and gain for such

#5253166 v4 \021684 \0006 19


taxable year in the amount of such excess; provided that an allocation pursuant to this sentence
shall be made only if and to the extent that such Member would have a deficit Capital Account
in excess of such sum after all other allocations provided for in this Agreement have been made
as if this Section 6.03(a) were not a part of this Agreement.

(b) Minimum Gain Chargeback. Notwithstanding the preceding provisions of


this Article VI, except as otherwise provided in Regulations Section 1.704-2(f), if there is a net
decrease in the Minimum Gain during a fiscal year, each Member with a share of Minimum
Gain shall be allocated items of income and gain for that year (and, if necessary, subsequent
years), in accordance with Regulations Sections 1.704-2(f) and 1.704-2(j)(2)(i), in an amount
equal to such Member’s share of the net decrease in the Minimum Gain. This Section 6.03(b)
is intended to comply with the minimum gain chargeback requirement in Regulations Section
1.704-2(f) and shall be interpreted consistently therewith.

(c) Member Minimum Gain Chargeback. Notwithstanding any other provision


of this Article VI, except as otherwise provided in Regulations Section 1.704-2(i)(4), if there is
a net decrease in the Member Minimum Gain during a fiscal year, each Member with a share of
the Member Minimum Gain shall be allocated income and gain for that fiscal year (and, if
necessary, subsequent years), in accordance with Regulations Section 1.704-2(j)(2)(ii), in an
amount equal to such Member’s share of the net decrease in the Member Minimum Gain. This
Section 6.03(c) is intended to comply with the Member minimum gain chargeback requirement
in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(d) Nonrecourse Deductions. Nonrecourse Deductions for each fiscal year shall
be allocated among the Members in proportion to their respective Percentage Interests.

(e) Member Nonrecourse Deductions. Notwithstanding anything to the contrary


herein, Member Nonrecourse Deductions for each fiscal year shall be allocated to the Member
who bears the economic risk of loss with respect to the Member nonrecourse debt to which such
Member Nonrecourse Deductions are attributable in accordance with Regulations Section
1.704-2(i)(1).

Section 6.04 Regulatory Allocations. The special allocations set forth in Section 6.03
(the “Regulatory Allocations”) are intended to comply with certain requirements of Regulations
Sections 1.704-1(b) and 1.704-2. The Regulatory Allocations may not be consistent with the
manner in which the Members intend to divide Company Distributions. Accordingly, the
Company on advice of tax counsel or independent accountant to the Company and in
consultation with tax counsel to the Members is hereby authorized to allocate Profits, Losses,
and other items among the Members so as to prevent the Regulatory Allocations from distorting
the manner in which Company Distributions will be made among the Members pursuant to
Sections 6.01 and 9.03. In general, the Members anticipate that this will be accomplished by
specially allocating other Profits, Losses, and items of income gain, loss, and deduction among
the Members so that the net amount of the Regulatory Allocations and such special allocations to
each such Member is zero. However, the Members shall have discretion to accomplish this
result in any reasonable manner permitted under Regulations Section 1.704-1(b).

Section 6.05 Other Allocations Rules.

#5253166 v4 \021684 \0006 20


(a) Except as otherwise provided in this Agreement, all items of Company
income, gain, loss, deduction and any other allocations not otherwise provided for shall be
allocated among the Members in the same proportions as they share Profits or Losses, as the
case may be, for the fiscal year.

(b) Except as otherwise provided in this Agreement, all items that are
components of Profits or Losses shall be allocated among the Members in the same proportions
as they have been allocated such Profits or Losses, as the case may be, for the fiscal year.

(c) The Members are aware of the income tax consequences of the allocations
made by this Article VI and hereby agree to be bound by the provisions of this Article VI in
reporting their shares of Company income and loss for income tax purposes.

Section 6.06 Code Section 704(c). Following an adjustment to the Gross Asset Value
of any Company Property pursuant to the definition thereof, Depreciation and/or cost recovery
deductions and gain or loss with respect to each item of Company Property shall be allocated
among the Members for federal income tax purposes in accordance with the principles of Section
704(c) of the Code and the Regulations promulgated thereunder so as to take into account the
variation, if any, between the adjusted tax basis of such property and its Gross Asset Value. In
accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and
deduction with respect to any property contributed to the capital of the Company shall, solely for
tax purposes, be allocated among the Members so as to take account of any variation between the
adjusted basis of such property to the Company for federal income tax purposes and its initial
Gross Asset Value (computed in accordance with the definition of Gross Asset Value) pursuant
to the Regulations under Section 704(c). Any elections or other decisions relating to such
allocations shall be made by the Members in a manner that reasonably reflects the purpose and
intention of this Agreement, and may include a decision to use the “traditional method” of
allocation described in Regulations Section 1.704-3(b)(1).

Section 6.07 Tax Elections. The Board may elect in accordance with Section 754 of the
Code to adjust the basis of the assets of the Company for federal income tax purposes in the
event of a distribution of Company Property as described in Section 734 of the Code or a transfer
by any Member of its Membership Interest as described in Section 743 of the Code.

Section 6.08 Transfers. If any Membership Interest is Transferred pursuant to and in


compliance with Article VIII, Profits and Losses and other items allocable to the transferred
Membership Interest shall be divided and allocated between the transferor and the transferee by
taking into account their varying interest during the relevant period in accordance with Section
706(d) of the Code using any conventions permitted by law and reasonably selected by the
Members.

ARTICLE VII

BOOKS AND RECORDS; ACCOUNTS

Section 7.01 Books and Records. True and correct books of account with respect to the
operations of the Company shall be kept at the principal place of business of the Company.

#5253166 v4 \021684 \0006 21


Section 7.02 Fiscal Year; Reports. The fiscal year of the Company means (i) the period
commencing on August 8, 2014 and ending on December 31, 2014, (ii) any subsequent twelve
(12) month period commencing on January 1 and ending on December 31, or (iii) any portion of
the period described in clause (ii) for which the Company is required to allocate Profits, Losses,
and other items of Company income, gain, loss, or deduction pursuant to Article VI hereof.

Section 7.03 Tax Returns. The Company shall prepare and shall file on or before the
due date (or any extension thereof) any federal, state or local tax returns required to be filed by
the Company. Also within ninety (90) days (or as soon as reasonable practicable) after the end
of each fiscal year, the Company shall furnish each Member with such information as may be
needed to enable each Member to file its federal income tax return and any required state income
tax return. The Company shall pay, out of Available Cash and other assets of the Company, any
taxes payable by the Company. The Members intend that the Company be treated as a
partnership for income tax purposes.

Section 7.04 Tax Matters Member. Dalton is hereby designated the “Tax Matters
Member” pursuant to the Code; provided that the Members may, in their sole discretion,
designate another Person to fill such position.

Section 7.05 Cooperation. Each Member shall cooperate with the Company’s
accountants and other professionals in order to comply with the provisions of this Article VII,
and each Member shall promptly, upon request, supply all information, materials, records or
other documents in its possession or control which may be necessary to enable the financial
statement, reports and other filings to be properly, accurately and timely prepared and, to the
extent required, filed with appropriate governmental authorities.

ARTICLE VIII

TRANSFER OF INTERESTS

Section 8.01 Disposition Generally.

(a) Each Member may sell, assign, pledge or otherwise dispose of (a “Transfer”)
all or any portion of its Membership Interests (or any interest therein) only (i) after receiving
the prior unanimous written consent of the Board to such Transfer, which such consent may be
granted or withheld in the sole discretion of the Board, and (ii) in accordance with and subject
to the restrictions set forth in this Article VIII.

(b) Any attempted disposition of a Membership Interest, or any part thereof, not
in compliance with this Article VIII shall be null and void ab initio and shall not be recognized
on the books and records of the Company.

(c) In the case of any Transfer to a Person not already a Member, no such
Transfer shall be permitted without the execution and delivery to the Company by the intended
transferee of a written joinder pursuant to which such transferee agrees to be bound by all of the
terms and conditions of this Agreement applicable to the transferor and the Membership
Interests Transferred.

#5253166 v4 \021684 \0006 22


(d) Any valid Transfer of a Membership Interest pursuant to the provisions of
this Article VIII shall be effective as of the date of the closing of such Transfer or as otherwise
agreed upon by such Member and the Member’s transferees. The Company shall, from the
effective date of such Transfer, thereafter pay all further Distributions on account of the
Membership Interests (or part thereof) so Transferred to the transferee of such Membership
Interests (or portion thereof).

(e) Upon an Insolvency Event with respect to a Member, such Member shall (x)
provide notice to the Company of such Insolvency Event and (y) Transfer such Member’s
Membership Interests to the Company in exchange for fair market value.

Section 8.02 Drag-Along Obligations.

(a) In the event that Members holding at least 58% of the Membership Interests
(the “Requisite Members”) propose to effect a Sale of the Company, then, notwithstanding
anything in this Agreement to the contrary, at the election of the Requisite Members all other
Members (collectively, the “Dragged Members”) shall be required to participate in the Sale of
the Company (the “Drag-Along Right”) for the Hypothetical Purchase Price and otherwise on
the same terms and conditions upon which the Requisite Members participate in the Sale of the
Company; provided; that the Hypothetical Purchase Price shall be at least 80% of the
Company’s fair market value as determined by an independent appraiser mutually agreeable to
the Members.

(b) If the Requisite Members desire to exercise their Drag-Along Right pursuant
to Section 8.02(a), the Requisite Members shall deliver to the Company and the Dragged
Members written notice (a “Sale Notice”) setting forth the consideration per Percentage
Interest, to be paid by such transferee and the other terms and conditions of such Sale of the
Company. Within ten (10) days following the date of such Sale Notice, each of the Dragged
Members shall deliver to the Company, as may be required by the Requisite Members, (i) any
and all certificates evidencing such Dragged Member’s Membership Interests and/or an
appropriate assignment duly executed in a proper form to effect the Transfer of such
Membership Interests from the Dragged Members to the transferee, (ii) a limited power-of-
attorney authorizing one of the Requisite Members to effect the Sale of the Company of such
Membership Interests to the transferee for the Hypothetical Purchase Price and otherwise on the
same terms and conditions upon which the Requisite Members effect the Transfer of their
Membership Interests and/or (iii) such other sale, purchase, merger or other documents,
certificates or instruments as the Requisite Members may require in connection with such
Transfer or Sale of the Company. In the event that any Dragged Member shall fail to deliver
such certificate(s), assignments, limited power-of-attorney and/or other documents to the
Company, the Company shall cause a notation to be made on its books and records to reflect
that the Membership Interests of such Dragged Member are bound by the provisions of this
Section 8.02 and that the Transfer of such Membership Interests may be effected without such
Dragged Member’s consent or surrender of any certificate evidencing his Membership Interests.
For purposes of this Section 8.02(b), for each Member, “to participate in the Sale of the
Company” shall include voting its Membership Interests consistently with the Requisite
Members, transferring its Membership Interests to an entity organized in anticipation of such
Sale of the Company in exchange for equity interests of such entity, executing and delivering

#5253166 v4 \021684 \0006 23


agreements and documents which are being executed and delivered by the Requisite Members
and are necessary to carry out the transaction proposed herein and providing such other
cooperation as the transferee in such transaction may reasonably request. In connection with an
exercise of the Drag-Along Right, the Dragged Members shall be required to make to the
transferee or purchaser, as applicable, such representations and warranties and indemnities with
respect to their Membership Interests as are made by the Requisite Members; provided,
however, that, notwithstanding anything to the contrary contained herein, the Dragged
Members will only be required to provide representations and warranties and indemnities on the
same basis and subject to the same qualifications as the Requisite Members and will only be
required to indemnify the purchaser against breaches of their representations and warranties and
indemnities up to an aggregate dollar amount not to exceed the consideration received by them
from the Sale of the Company.

ARTICLE IX

DISSOLUTION AND TERMINATION

Section 9.01 Events of Dissolution The Company shall be dissolved upon the first to
happen of any of the following events:

(a) At a time specified in the written consents of all of the Members; or

(b) The sale or other disposition of all or substantially all of the Company
Property unless otherwise determined by the Board; or

(c) The happening of any other event causing the dissolution of the Company
under the Act.

Dissolution of the Company shall be effective on the day the event occurs giving rise to the
dissolution, but the Company shall not terminate its existence until its Certificate of Formation
has been canceled and the assets of the Company have been distributed as provided herein.

Section 9.02 Limited Return of Capital Contributions Upon Dissolution Each Member
shall look solely to the assets of the Company for all distributions with respect to the Company
and its Capital Contribution, and shall have no recourse therefor (upon dissolution or otherwise)
against any other Member. Notwithstanding the dissolution of the Company, the business of the
Company and the affairs of the Members, as such, shall continue to be governed by this
Agreement until termination of the Company, as provided in this Agreement. Upon dissolution
of the Company, a liquidator (who may be a Member) appointed by the Members (the
“Liquidator”), shall liquidate the assets of the Company, apply and distribute the proceeds
thereof as contemplated by this Agreement and cause the cancellation of the Certificate of
Formation.

Section 9.03 Distributions Upon Liquidation.

(a) Upon dissolution of the Company, the Liquidator shall liquidate the assets of
the Company as promptly as is consistent with obtaining the fair value thereof, and apply and
distribute the proceeds thereof:
#5253166 v4 \021684 \0006 24
(i) First, to the payment of, in the following order of priority, (A) the
debts and liabilities of the Company (including any outstanding amounts due on any
indebtedness encumbering the Company assets, or any part thereof), other than debts and
liabilities owed to Members or former Members, (B) the debts and liabilities of the Company to
Members or former Members and (C) the expenses of liquidation;

(ii) Second, to the setting up of any reserves which the Liquidator shall
determine to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or
obligations of the Company, including the Company’s obligations under clause (i) above. Such
reserves may, in the discretion of the Liquidator, be paid over to a bank or title company selected
by it and authorized to conduct business as an escrowee, to be held by such bank or title
company as escrowee for the purposes of disbursing such reserves to satisfy the liabilities and
obligations described above, and at the expiration of such period as the Liquidator may
reasonably deem advisable, distributing any remaining balance as provided in Section
9.03(a)(iii); provided, however, that to the extent that it shall have been necessary, by reason of
applicable Law, to create any reserves prior to any and all payments which would otherwise have
been made under Section 9.03(a)(i) and, by reason thereof, a payment under Section 9.03(a)(i)
has not been made, then any balance remaining shall first be paid pursuant to Section 9.03(a)(i);
and

(iii) Third, in accordance with Section 6.01(a).

If the balances in the Capital Accounts do not result in the requirements of Regulations Section
1.704-1(b)(2) being satisfied, no change in the amounts of Distributions pursuant to this Section
9.03(a)(iii) in accordance with Section 6.01(a) shall be made, but rather, Profits and Losses will
be reallocated among the Members so as to cause the balances in the Capital Accounts to be in
the amounts necessary so that such result is achieved.

(b) Notwithstanding the foregoing, in the event the Liquidator shall determine
that an immediate sale of part or all of the Company assets would cause undue loss to the
Members, the Liquidator, in order to avoid such loss, may, after giving notice to all the
Members, to the extent not then prohibited by the law of any jurisdiction in which the Company
is then formed or qualified and applicable in the circumstances, defer liquidation of and
withhold from distribution for a reasonable time any assets of the Company except those
necessary to satisfy the Company’s debts and obligations.

(c) After the proceeds of the liquidation of the assets of the Company have been
distributed (which shall occur as soon as practical), the Liquidator shall cause the Certificate of
Formation to be canceled.

Section 9.04 Final Accounting. Upon the dissolution of the Company a proper
accounting shall be made by the Company’s independent public accountants from the date of the
last previous accounting to the date of dissolution.

#5253166 v4 \021684 \0006 25


ARTICLE X

CERTAIN AGREEMENTS AMONG THE MEMBERS

Section 10.01 Broker Dealer; Broker Dealer Bonus.

(a) Each Member shall use Securities America, Inc. as its broker dealer;
provided that if at any time after the date hereof, the Company engages a New Broker Dealer,
each Member agrees to simultaneously change its broker dealer to the New Broker Dealer.

(b) Any bonus (a “Broker Dealer Bonus”) paid by (i) the Current Broker Dealer
in connection with a retention of the business of the Company or (ii) a New Broker Dealer in
connection with the transfer of the business by the Company shall be payable to the Members in
accordance with their respective Percentage Interest:

Section 10.02 Calculation of Company’s Value. For purposes of calculating the value of
the Company with respect to a sale of the Company or a Broker Dealer Bonus, the Company’s
“production” shall include (i) all commissions generated by the Company’s representatives using
the Company’s “rep code” and the assets generating such commissions (ii) with respect to the
Company’s representative recruited by Michael Dalton, 50% of commissions generated using
“rep codes” other than the Company’s “rep code” and 50% of the assets generating such
commissions.

Section 10.03 Ownership of Members.

(a) Each Member hereby agrees that without the prior consent of the other
Member or Members, such Member shall be Controlled by such Member’s Owner as of the
date of such Member’s acquisition of Membership Interest; provided that upon the death or
legal incapacity of a Member’s Owner, the other Member or Members shall have the option, to
be exercised in writing within 180 days of such death or incapacity, of (i) acquiring such
Member’s Membership Interests for fair market value or (ii) approving the new Owner of such
Member, which approval shall not be unreasonably withheld, conditioned or delayed.

(b) Each of the Members acknowledges that money damages may not be a
sufficient remedy for any breach of this Section 10.02, and that each other Member and the
Company shall be entitled to seek specific performance and injunctive or other equitable relief
in connection therewith. Such remedy shall not be deemed to be the exclusive remedy for
breach of this Section 10.02, but shall be in addition to all other remedies available at law or
equity.

Section 10.04 Non-Competition. No Member or Owner shall, during the period that
such Member is a Member of the Company and for a period of one (1) year thereafter, directly
(i) participate in, engage in, or have a financial or management interest in any business operation
of any enterprise if such business operation engages directly or indirectly in a business
competing with the business of the Company that involves the marketing to investment advisors
or brokers related to 401(k) planning and public seminar marketing to high-net worth
individuals, utilizing Company-provided materials (the “Restricted Business”) anywhere within

#5253166 v4 \021684 \0006 26


the United States of America (the “Restricted Territory”) or (ii) assist any other person to engage
in the Restricted Business in the Restricted Territory; provided, however, that this Section 10.04
shall not prohibit the direct or indirect ownership by a Member or Owner of an interest not
constituting more than 5% in the aggregate of the outstanding voting capital stock in a
corporation whose shares are traded on a recognized stock exchange or in the over-the-counter
market. For the avoidance of doubt, the “Restricted Business” shall not prohibit Davenport and
Goldstein from conducting their respective retirement businesses separately from the Company if
such Person is no longer a Member of the Company provided that no Company materials are
used.

Section 10.05 Non-Solicitation. No Member or Owner shall not solicit for employment
or hire (i) any person employed by the Company, (ii) any customer of the Company; or (iii) any
vendor of the Company, in each case while such Member is a Member of the Company and for a
period of three (3) years after such Member ceases to be a Member; provided, that the foregoing
restriction shall not apply to any general solicitation (including through the use of employment
agencies) not specifically directed at any such persons.

Section 10.06 Collection of Payments. If a Member receives revenues, reimbursements,


or other payments which are payable to the Company or another Member or to which the
Company or another Members is entitled, such receiving Member shall hold such amount in trust
for the Company or Member, as applicable, and shall remit such amount within thirty (30) days
of receipt to the Company or to such other Member, as applicable. If such amount is not
remitted within such thirty day period, interest shall accrue at an annual rate of four percent (4%)
thereafter until such payment is remitted or offset, by action of the Board, from amounts
otherwise payable or distributable to such Member.

ARTICLE XI

MISCELLANEOUS

Section 11.01 Notices. Any notices, elections or demands permitted or required to be


made under this Agreement shall be in writing, signed by the Member giving such notice,
election or demand, shall be sent by (a) personal delivery, (b) electronic mail, (c) nationally
recognized overnight courier service for next business day delivery, with receipt or (d) certified
mail, return receipt requested, postage prepaid, and addressed:

if to the Company, to:

Ardent Retirement Planning LLC


800 Connecticut Avenue, Suite E401
Norwalk, CT 06854
Facsimile: 203-853-6301
Attention: John Davenport
Email: johnnotredame1@aol.com

with copies (which shall not constitute notice) to:

#5253166 v4 \021684 \0006 27


Morrison Cohen LLP
909 Third Avenue
New York, NY 10023
Attention: Paul L. Porretta, Esq.
Facsimile: 212-735-8708
Email: pporretta@morrisoncohen.com

if to a Member to such Member’s address as set forth on Exhibit A or the signature pages
hereto, as applicable.

All notices shall be deemed to have been delivered (i) on the date of their delivery if personally
delivered or sent by electronic mail, (ii) on the first business day after deposit with the courier
service if delivered by courier or (iii) on the third business day after mailing if sent by certified
mail. Refusal to accept a notice shall not invalidate the notice.

Section 11.02 Successors and Assigns. Subject to the restrictions on Transfer set forth in
this Agreement, this Agreement, and each provision of this Agreement, shall be binding upon
and shall inure to the benefit of the Members, their respective successors, successors-in-title,
heirs and permitted assigns, and each successor-in-interest thereto, whether such successor
acquires such interest by way of gift, purchase, foreclosure or by any other method, shall hold
such interest subject to all of the terms and provisions of this Agreement.

Section 11.03 Amendments. This Agreement may be amended or modified from time to
time only by a written instrument adopted by the Board and executed and agreed to by the
Members; provided, however, that in addition to the foregoing, (i) an amendment or modification
(x) reducing disproportionately a Member’s Percentage Interest or other interest in profits or
losses or in distributions (y) reducing disproportionately a Members’ Voting Percentage or (z)
increasing a Member’s Capital Contribution is effective only with that Member’s consent, and
(ii) an amendment or modification that adversely affects the rights or privileges of any particular
Member and does not affect other similarly situated Members in a substantially similar manner is
effective only with that Member’s consent. Notwithstanding anything to the contrary contained
herein, the Board is hereby authorized, without the need for any further consent of the Members,
to (A) cause Exhibit A to this Agreement to be revised to reflect valid changes in the ownership
of the Company, including the admission of new Members or changes to a Member’s Percentage
Interest as result of the acquisition or disposition of Membership Interests, (B) supply a missing
term or provision or (C) resolve an ambiguity in the existing terms of this Agreement.

Section 11.04 No Partition; Certain Waivers. No Member or any successor-in-interest to


any Member shall have the right while this Agreement remains in effect to have any Company
assets partitioned, and, except as otherwise expressly provided for in this Agreement, each
Member, on behalf of itself, its successors, representatives, heirs and assigns, hereby waives any
right or power that such Member might have (a) to cause the Company or any of its Affiliates to
be dissolved or to compel the liquidation, partition or sale of all or any portion of their respective
assets pursuant to any applicable Laws or (b) to cause the appointment of a receiver for all or any
portion of the assets of the Company or any of its Affiliates. It is the intention of the Members
that during the term of this Agreement the rights of the Members and their successors-in-interest,
as among themselves, shall be governed by the terms of this Agreement, and that the rights of

#5253166 v4 \021684 \0006 28


any Member or successor-in-interest to Transfer any interest in the Company shall be subject to
the limitations and restrictions of this Agreement.

Section 11.05 No Waiver. The failure of any Member to insist upon strict performance
of a covenant under this Agreement or of any obligation under this Agreement, irrespective of
the length of time for which such failure continues, shall not be a waiver of that Member’s right
to demand strict compliance in the future. No consent or waiver, express or implied, to or of any
breach or default in the performance of any obligation under this Agreement shall constitute a
consent or waiver to or of any other breach or default in the performance of the same or any
other obligation under this Agreement. No waiver or consent shall be effective unless in writing
signed by the parties against whom such waiver or consent is to be effective.

Section 11.06 Entire Agreement; Conflicts. This Agreement, together with the exhibits
and schedules annexed hereto constitutes the full and complete agreement of the parties to this
Agreement with respect to the subject matter hereof. In the event, and to the extent, that any
provision of this Agreement conflicts with, or is otherwise contrary to, any provision of the Act
or the Certificate of Formation, the provisions of this Agreement shall control to the fullest
extent permitted by Law.

Section 11.07 Captions. The titles or captions of Articles, Sections or subsections


contained in this Agreement are inserted only as a matter of convenience and for reference, are
not a part of this Agreement, and in no way define, limit, extend or describe the scope of this
Agreement or the intent of any provision of this Agreement.

Section 11.08 Counterparts. This Agreement may be executed by facsimile or other


electronic transmission, and in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.

Section 11.09 Severability. Any provision of this Agreement that is prohibited or


unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction will not of itself invalidate or render
unenforceable such provision in any other jurisdiction. It is the intention of the Members,
however, that this Agreement shall be enforceable to the fullest extent permitted by Law.

Section 11.10 APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED
BY AND INTERPRETED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAW OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICT OF
LAW PROVISIONS THEREOF, APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED IN THE STATE OF DELAWARE.

Section 11.11 Professional Services to Members. Each Member hereby acknowledges


and recognizes that the Company has retained, and may in the future retain, the services of
various professionals, including general and special legal counsel, accountants, architects and
engineers, for the purposes of representing and providing services to the Company in the
investigation, analysis, acquisition, financing, development, improvement, marketing, operation

#5253166 v4 \021684 \0006 29


and sale of any Company Property. Each Member hereby acknowledges that such persons or
entities may have represented and performed and currently and/or may in the future may
represent or perform services for certain of the Members or their Affiliates. Accordingly, each
Member and the Company consents to the performance by such persons or entities of services
for the Company and waives any right to claim a conflict of interest based on such past, present
or future representation or services to any of the Members or their Affiliates.

Section 11.12 JURISDICTION; CONSENT TO SERVICE. EACH MEMBER BY ITS


EXECUTION HEREOF, HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF,
AND CONSENTS TO SERVICE OF PROCESS AND VENUE IN, THE STATE AND
FEDERAL COURTS OF THE STATE OF DELAWARE IN ANY ACTION, SUIT OR
PROCEEDING BETWEEN OR AMONG THE MEMBERS ARISING OUT OF THIS
AGREEMENT OR THE OPERATION OF THE BUSINESS OF THE COMPANY, AND
HEREBY AGREES THAT ANY STATE OR FEDERAL COURT LOCATED IN THE STATE
OF DELAWARE SHALL BE THE APPROPRIATE VENUE FOR ANY SUCH ACTION.
EACH MEMBER HEREBY AGREES THAT PROCESS MAY BE SERVED IN ANY SUIT,
ACTION OR PROCEEDING BY MAILING OF COPIES THEREOF BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO THE
MEMBER AT ITS ADDRESS PROVIDED IN SECTION 11.01 OR TO SUCH OTHER
ADDRESS TO WHICH SUCH MEMBER SHALL HAVE GIVEN WRITTEN NOTICE TO
THE OTHER MEMBERS. EACH MEMBER AGREES THAT SUCH SERVICE SHALL BE
DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH
MEMBER IN ANY SUCH SUIT, ACTION OR PROCEEDINGS AND SHALL, TO THE
FULLEST EXTENT PERMITTED BY LAW, BE TAKEN AND HELD TO BE VALID
PERSONAL SERVICE UPON AND PERSONAL DELIVERY TO SUCH MEMBER.
NOTHING IN THIS SECTION 11.12 SHALL AFFECT THE RIGHT OF ANY MEMBER TO
SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH MEMBER WAIVES
ANY OBJECTION TO THE LAYING OF VENUE IN THE STATE OF DELAWARE BASED
ON FORUM NON CONVENIENS OR OTHERWISE.

SECTION 11.13 WAIVER OF JURY TRIAL. EACH PARTY TO THIS


AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF
ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS
AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (b) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR
THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING,
AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. EACH PARTY
HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND
THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART
OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL
BY JURY.
#5253166 v4 \021684 \0006 30
Section 11.14 Future Assurances. Each of the Members hereby agrees to take or cause
to be taken such further actions, to execute, acknowledge, deliver and, if necessary, file such
further documents and instruments as may be necessary or as may be reasonably requested in
order to fully effectuate the purposes, terms and conditions of this Agreement and the
transactions contemplated hereby so long as the same is not prohibited by another provision of
this Agreement and provided that same is consistent with the terms of this Agreement.

Section 11.15 No Third Party Beneficiaries. It is the explicit intention of the Members
that no person or entity other than the Members and the Company is or shall be entitled to bring
any action or enforce any provision of this Agreement against any Member and that the
covenants, undertakings and agreements set forth in this Agreement shall be solely for the
benefit of, and shall be enforceable only by, the Members (or their respective successors and
permitted assigns) and the Company.

Section 11.16 Remedies Cumulative; Limitation on Damages. The remedies under this
Agreement are cumulative and shall not exclude any other remedies to which any Person may be
lawfully entitled. Notwithstanding anything contained herein, to the maximum extent now
permitted by Law, each of the parties hereto knowingly, voluntarily and intentionally waives any
right it may have to claim or recover in any such litigation any special, exemplary or punitive
damages; provided, however that such waiver shall not apply to rights any party may have to
claim or recover in litigation with respect to willful malfeasance or fraud by any Person.

Signature Page Follows

#5253166 v4 \021684 \0006 31


IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized
representative to execute this Agreement as of the day and year first above written.

COMPANY

ARDENT RETIREMENT PLANNING LLC

By: ________________________________
Name:
Title:

MEMBERS

DAVENPORT & ASSOCIATES INC.

By: ________________________________
Name: John Davenport
Title: President

DALTON STRATEGIC, INC.

By: ________________________________
Name: Steve Dalton
Title: President

PERSONAL FINANCIAL STRATEGIES, INC.

By: ________________________________
Name: Les Goldstein
Title: President

Signature Page to Operating Agreement of Ardent Retirement Planning LLC


EXHIBIT A

MEMBERS

Percentage Initial Capital Capital Account as


Member
Interest Contribution of Effective Date

Davenport & Associates Inc.


800 Connecticut Avenue, Suite E401 41.25% $60,000 1 $176,785.50
Norwalk, CT 06854
Dalton Strategic, Inc.
26 North Washington Street 41.25% $60,000 2 $176,785.50
Knightstown, IN 46148
Personal Financial Strategies, Inc.
626 Busse Hwy 17.5% $75,000 3 $75,000
Park Ridge, IL 60068

TOTAL 100% $195,000 $428,571

1
Contributions made on or about August 8, 2014.
2
Contributions made on or about August 8, 2014.
3
Contributions made on or about January 9, 2015.
#5253166 v4 \021684 \0006
Schedule I

Approved Broker Dealer Payment Allocations

For business generated from 401(k) platform:

Steve Dalton 29.7%

John Davenport 19.8%

Les Goldstein 10.5%

Ardent Representative 40%

For business generated from WealthMax platform:

Steve Dalton 20.625%

John Davenport 20.625%

Les Goldstein 8.75%

Ardent Representative 50%

#5253166 v4 \021684 \0006