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• a Majority of the Members. Company funds will be invested or deposited with an institution,the accounts or deposits of which are insured or guaranteed by an agency of the United States government. Company funds may be withdrawn from Company accounts on the signature of the Operating Member. 7.9 Management of Funds. The Operating Member must hold and disburse all funds of the Company in accordance with the terms of this Agreement and must account for all funds as a fiduciary. All funds of the Company held by a Member must be held in trust for the benefit of the Company and must not be commingled with other funds of a Member,not be the personal property of a Member,and, to the maximum extent permitted by law,not be vulnerable to inclusion in the bankruptcy estate of a Member. 8. TRANSFER OF MEMBERSHIP INTEREST. 8.1 Sale or Encumbrance Prohibited. Except as otherwise permitted in this Agreement, no Member may voluntarily or involuntarily,directly or indirectly, transfer,sell, convey, encumber, pledge, assign,or otherwise dispose of(collectively, `Transfer') an interest in the Company without the prior written consent of a majority of the Ownership Interests held by the other non-transferring Members. 8.2 Right of First Offer. Notwithstanding Section 8.1, a Member may transfer all or any part of the Members interest in the Company (the`Interest") as follows: 8.2.1 The Member desiring to transfer his or her Interest first must provide written notice(the`Notice")to the other Members(if any),specifying the price and terms on which the Member is prepared to sell the Interest (the "Offer'). 8.2.2 For a period of 30 days after receipt of the Notice,the Member(s) have the right. but not the obligation, to acquire all, but not less than all,of the Interest at the price and under the terms specified in the Offer. If the other Member(s) desiring to acquire the Interest cannot agree among themselves on the allocation of the Interest among them, the allocation will be proportional to the Ownership Interests of those Members) desiring to acquire the Interest. 8.2.3 Closing of the sale of the Interest will occur as stated in the Offer; provided, however, that the closing will not be less than 45 days after expiration of the 30-day notice period. 8.2.4 If the other Member(s) fail or refuse to notify the transferring Member of their desire to acquire all of the Interest proposed to be transferred within the 30-day period following receipt of the Notice, then the Member(s) will be deemed to have waived their right to acquire the Interest on the terms described in the offer,and the transferring Member may sell and convey the Interest consistent with the Offer to any other person or entity; provided, however, that notwithstanding anything in Section 8.2 to the contrary, should the sale to a third person be at a price or on terms that are more favorable to the purchaser than stated in the offer, then the transferring Member must re-offer the sale of the Interest to the remaining Member(s) at that other price or other terms; provided, further,that if the sale to a third person is not closed within six months after the expiration of the 30-day period described above,then the provisions of Section 8.2 will again apply to the Interest proposed to be sold or conveyed. • Page-8- OPERATING AGREEMENT