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is under common control with, the person or entity specified, or is a member of the family of such
person. For the purpose of this definition, the term “control” (including the terms “controlling,”
“controlled by” and “under common control with”) means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of a person or entity,
whether through the ownership of securities, by contract or otherwise.

1.2. “Agreement” means this Operating Agreement, as amended, supplemented or restated from
time to time.

1.3. “Assign” means to sell, transfer, assign, pledge or otherwise dispose of an interest in the
Company, whether voluntarily or by operation of law. “Assignor,” “Assignee” and “Assignment”
have meanings corresponding to the foregoing.

1.4. “Book Value” means, with respect to any asset of the Company, the asset’s adjusted basis as of
the relevant date for federal income tax purposes, except as follows:

a) the initial Book Value of any asset contributed by a Member to the Company will be the
Fair Market Value of such asset as of the date of contribution, which will be equal to the
amount credited to such Member’s Capital Account for such contribution;

the Book Values of all Company assets (including intangible assets such as goodwill) will be
adjusted to equal their respective Fair Market Values as of the following times:

i) the acquisition of an additional interest in the Company by any new or existing
Member in exchange for more than a de minimis capital contribution;

ii) the distribution by the Company to a Member of more than a de minimis amount of
money or property as consideration for an interest in the Company; and

iii) the liquidation of the Company.

b) if the Book Value of an asset has been determined or adjusted pursuant to this paragraph,
such Book Value will thereafter be adjusted by the Depreciation taken into account with
respect to such asset for purposes of computing Net Income and Net Loss and other items
allocated pursuant to Section 5 of this Agreement.

1.5. “Business Day” means any day, other than (i) a Saturday or Sunday or (ii) a day on which banks
are required or authorized by law or executive order to close.

Re-LIFE-Ment: Reinventing Past Notions of Retirement
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