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DocuSign Envelope ID:CCABAC04-6EDA-474F-A230-6C6849B95834 <br /> any liability by reason of being or having been a Manager of Company. <br /> 5.4 Officers. <br /> A. Appointment of Officers. Manager may appoint officers at any time. The <br /> officers of Company, if deemed necessary by the Manager, may include a chairperson, chief <br /> executive officer,president, vice president, secretary, and chief financial officer. The officers shall <br /> serve at the pleasure of the Manager, subject to all rights, if any, of an officer under any contract <br /> of employment. Any individual may hold any number of offices. No officer need be a resident of <br /> the State of Nevada or citizen of the United States. The officers shall exercise such powers and <br /> perform such duties as specified in this Agreement and as shall be determined from time to time <br /> by the Manager. As of the date hereof, the Manager has appointed Sturges Karban ("Karban") to <br /> act as Company's Chief Executive Officer ("CEO"). <br /> B. Acts of Officers as Conclusive Evidence of Authority. Any note, mortgage, <br /> evidence of indebtedness, contract, certificate, statement, conveyance, or other instrument in <br /> writing, and any assignment or endorsement thereof, executed or entered into between Company <br /> and any other Person, when signed either by (i) the Chairman of the Thorin Board and/or (ii) the <br /> CEO, is not invalidated as to Company by any lack of authority of the signing officers in the <br /> absence of actual knowledge on the part of the other Person that the signing officers had no <br /> authority to execute the same. <br /> 5.5 Limited Liability. No Person who is an officer of Company shall be personally <br /> liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability <br /> of Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by <br /> reason of being an officer of Company. <br /> ARTICLE VI <br /> ALLOCATIONS OF NET PROFITS AND NET LOSSES AND DISTRIBUTIONS <br /> 6.1 Allocations of Net Profit and Net Loss. <br /> A. Net Profit. Net Profit of Company shall be allocated to Members first to the <br /> extent of allocated losses. Thereafter, the Net Profit of Company shall be allocated to Members in <br /> proportion to their Percentage Interest. <br /> B. Net Loss. Net Loss shall be allocated to Members in proportion to their <br /> Percentage Interest. <br /> Notwithstanding the previous sentence, loss allocations to a Member shall be made only to <br /> 10 <br />