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Management <br />4.1 MANAGEMENT OF THE BUSINESS. The name and place of residence of each Manager <br />is attached as Exhibit 3 of this Agreement. By a majority vote of the Members, according to each <br />Members percentage of interest in the Company, shall elect so many Managers as the Members <br />determine, but no fewer than one. <br />4.2 MEMBERS. The liability of the Members shall be limited as provided under the laws of the <br />Colorado Limited Liability statutes. <br />4.3 Membership Voting. Each Member shall vote on any matter submitted to the membership <br />for approval, on a pro -rata basis, in proportion to the Member's percentage interest in the <br />Company. Decisions shall be determined by a majority (over 50%) of the percentage interest in <br />the Company. <br />4.4 POWERS OF MANAGER(S). The Manager(s), OR ANY ONE THEREOF, are <br />authorized on the Company's behalf to make all decisions as to (a) the sale, development lease or <br />other disposition of the Company's assets; (b) the purchase or other acquisition of other assets of <br />all kinds; (c) the management of all or any part of the Company's assets; (d) the borrowing of <br />money and the granting of security interests in the Company's assets; (e) the pre -payment, <br />refinancing or extension of any loan affecting the Company's assets; (f ) the compromise or <br />release of any of the Company's claims or debts; and, (g) the employment of persons, firms or <br />corporations for the operation and management of the company's business. In the exercise of <br />their management powers, the Managers are authorized to execute and deliver (a) all contracts, <br />conveyances, assignments leases, sub -leases, franchise agreements, licensing agreements, <br />management contracts and maintenance contracts covering or affecting the Company's assets; (b) <br />all checks, drafts and other orders for the payment of the Company's funds; (c) all promissory <br />notes, loans, security agreements and other similar documents; and, (d) all other instruments of <br />any other kind relating to the Company's affairs, whether like or unlike the foregoing. <br />4.5 COMPANY INFORMATION. Upon request, the Manager(s) shall supply to any member <br />information regarding the Company or its activities. Each Member or his authorized <br />representative shall have access to and may inspect and copy all books, records and materials in <br />the Manager's possession regarding the Company or its activities. The exercise of the rights <br />contained in this ARTICLE 4.4 shall be at the requesting Member's expense. <br />4.6 EXCULPATION. Any act or omission of the Manager(s), the effect of which may cause or <br />result in loss or damage to the Company or the Members if done in good faith to promote the <br />best interests of the Company, shall not subject the Managers to any liability to the Members. <br />4.7 INDEMNIFICATION. The Company shall indemnify any person who was or is a party <br />defendant or is threatened to be made a party defendant, pending or completed action, suit or <br />proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in <br />the right of the Company) by reason of the fact that he/she is or was a Member of the Company, <br />Manager, employee or agent of the Company, or is or was serving at the request of the Company, <br />Broken Arrow Investments, LLC <br />Operating Agreement <br />Page 3 of 8 <br />