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EFORE, it is agreed and stated as follows: Section 1. gormation: Member The LLC shall be and is formal upon the execution by Russell lt. Rosier of the Certificate of Formation, substantially in the form, of Exhibit A attached hereto and made a part hereof (the "Certificate of Formation') and the filing of the I;attars of

basis and shall, within 30 days after receipt thereof, forward to each Member a photocopy of any notices relating to the Company received from the Internal Revenue Service or other revenue authority. 8.5 Tax Returns. In addition to the requirements of Section 8.2, tax returns of the Company shall be prepared by the P

e otherwise bound by this Agreement as provided herein. RECITALS A. On September 4, 2014, the Company was formed by the Members by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware. B. The Members now desire to enter into this Agreement in order to set forth the respective

ministrative fine of 5100,000; Investigation costs of 5200,000; Administrative payment of 5700,000 3. Date of Action: May 4, 2011 Brought By: SEC, Internal Revenue Service (IRS), Dept. of Justice (DOA State Attorney General of 24 States UBS AG and UBS Financial Services Inc. reached settlements with the SEC, the IRS, t

t forth in the Certificate of Formation as filed in the office of the Secretary of State pursuant to the Act, and upon the giving of such notice in the Certificate of Formation, the statutory provisions of Section 18-215 of the Act (and the statutory effect under Section 18-215 of setting forth such notice in the certifica

ministrative fine of 5100,000; Investigation costs of 5200,000; Administrative payment of 5700,000 3. Date of Action: May 4, 2011 Brought By: SEC, Internal Revenue Service (IRS), Dept. of Justice (D01), State Attorney General of 24 States UBS AG and UBS Financial Services Inc. reached settlements with the SEC, the IRS,

t forth in the Certificate of Formation as filed in the office of the Secretary of State pursuant to the Act, and upon the giving of such notice in the Certificate of Formation, the statutory provisions of Section 18-215 of the Act (and the statutory effect under Section 18-215 of setting forth such notice in the certifica

ministrative fine of 5100,000; Investigation costs of 5200,000; Administrative payment of 5700,000 3. Date of Action: May 4, 2011 Brought By: SEC, Internal Revenue Service (IRS), Dept. of Justice (D01), State Attorney General of 24 States UBS AG and UBS Financial Services Inc. reached settlements with the SEC, the IRS,

t forth in the Certificate of Formation as filed in the office of the Secretary of State pursuant to the Act, and upon the giving of such notice in the Certificate of Formation, the statutory provisions of Section 18-215 of the Act (and the statutory effect under Section 18-215 of setting forth such notice in the certifica