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necessary, convenient or incidental to the accomplishment of the purpose of the
Company;

(b) to acquire, by purchase, lease, contribution of property or otherwise, and to
own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer,
demolish or dispose of any real or personal property that may be necessary, convenient or
incidental to the accomplishment of the purpose of the Company;

(c) to enter into, perform and carry out contracts of any kind, including, without
limitation, contracts with the Member or any person or other entity that directly or
indirectly controls, is controlled by, or is under common control with the Member (any
such person or entity, an “A ffiliate”), or any agent of the Company necessary to, in
connection with, convenient to, or incidental to, the accomplishment of the purpose of the
Company. For purposes of the definition of Affiliate, “contro!” means possession,
directly or indirectly, of the power to direct or cause the direction of the management and
policies of an entity, whether through ownership of voting securities or otherwise;

(d) to tend money for any proper purpose, to invest and reinvest its funds, and to
take and hold real and personal property for the payment of funds so lent or invested;

(e ) to sue and be sued, complain and defend and participate in administrative or
other proceedings, in its name;

(f) to appoint employees and agents of the Company, define their duties and fix
their compensation;

(g) to indemnify any person or entity and to obtain any and all types of insurance;

(h) to cease its activities and cancel its insurance;

(i) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend,
waive, execute, acknowledge or take any other action with respect to any lease, contract
or security agreement in respect of any assets of the Company;

(j) to negotiate, enter into, renegotiate, extend, Tenew, terminate, modify, amend,
waive, acknowledge or take any other action with respect to any collective bargaining

agreement or otherwise make decisions regarding the Company’s labor relations strategy;

(k) to borrow money and issue evidences of indebtedness, and to secure the debts
of the Company by mortgage, pledge or other lien on any or all of the assets of the

Company;

(I) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any
and all other claims or demands of or against the Company; and

{R164171! 2 87080.072080 } 2

(m) to make, execute, acknowledge and file any and all documents or instruments
necessary, convenient or incidental to the accomplishment of the purpose of the
Company.

(ii) All real and personal property of the Company shall be owned by the Company as an
entity. The Member shall not have any interest in any specific property of the Company. The
interest of the Member in the Company is personal property.

4. MEMBER

The following information with respect to the Member is to be provided on Schedule | and will
be accurate as of the date hereof (except to the extent updated as provided below):

(i) the name and address of the Member; and
(ii) the capital contribution of the Member to the Company.

The Manager or the Member may, but shall not be required to, update the information on
Schedule | from time to time to reflect any changes in that information.

5. POWERS OF MEMBER

(i) The Member shall have the power to exercise any and all rights and powers granted to
the Member pursuant to the express terms of this Agreement.

(ii) Except as otherwise specifically provided by this Agreement, only the Manager shall
have the power to act for and on behalf of, and to bind, the Company, and the Member, as a
member of the Company, shall not have the power to act for and on behalf of or to bind the
Company.

6. MANAGEMENT
6.1 MANAGEMENT OF THE COMPANY

(i) Herbert R. Sargent shall be the manager of the Company (the “Manager”) and, in that
capacity, shall manage the Company in accordance with this Agreement. The Manager is the
agent of the Company, and the actions of the Manager taken in that capacity and in accordance
with this Agreement shall bind the Company. The salary or other compensation, if any, of the
Manager shall be fixed from time to time by the Member and the Manager. if at any time the
Company more than one Manager then all references to Manager shall be deemed to be multiple.

(ii) Except to the extent otherwise provided in this Agreement, the Manager shall have
full, exclusive and complete discretion to manage and control the business and affairs of the
Company, to make all decisions affecting the business and affairs of the Company and to take all
actions as he or she deems necessary or appropriate to accomplish the purpose of the Company
as set forth herein and shall have all powers and authority necessary or desirable in connection

(R1661711.2 57959-072080 j 3

with the foregoing, including the power and authority to execute all documents or instruments,
perform all duties and powers and do all things for and on behalf of the Company in all matters
necessary, desirable, convenient or incidental to the purpose of the Company. The Manager may
delegate to other persons or entities so much of the Manager’s responsibilities hereunder that the
Manager determines to be necessary, appropriate or convenient for the efficient administration
and management of the Company’s business and affairs. The Manager, however, must retain the
power to direct and control any person or entity to whom the Manager delegates any of the
Manager’s responsibilities.

(iii) The Manager may be removed with or without cause by the Member. A Manager
shall serve until removed or until the Manager’s earlier death, resignation or incapacity. A
Manager may resign at any time upon 30 days’ prior written notice to the Member. Upon the
removal, death, resignation, incapacity or resignation of a Manager, a successor shall be
designated by the Member.

(iv) A Manager may delegate to any officer of the Company, if any, or to any other
person or entity the authority to act on behalf of the Company as the Manager may from time to
time deem appropriate in his or her sole discretion. The salaries or other compensation, if any, of
the officers and agents, if any, of the Company shall be fixed from time to time by the Manager.
Except as otherwise provided by a Manager, when the taking of that action has been authorized
by a Manager, the Manager or any officer, if any, of the Company, or any other person
specifically authorized by the Manager, may execute any contract or other agreement or
document on behalf of the Company.

(v) The Company may have one or more of the following officers as determined by the
Manager from time to time: President, Vice President, Secretary, and other officers the Manager
may appoint from time to time. Any officers may be appointed and removed at the will of the
Manager. If any officers are appointed by the Manager, they shall perform those functions
specified by the Manager. If one or more of a President, Secretary or Treasurer is appointed,
each shall perform those functions as are herein provided unless otherwise specified by the
Manager:

(a) Kenneth G. Moulison shali be the President of the Company. The President
shall be the chief executive officer of the Company and shall, subject to the supervision,
direction and control of the Manager, have the general powers and duties of supervision,
direction, management and control of the day-to-day business and affairs of the Company
and of the other officers of the Company, including the power to sign all instruments,
contracts and agreements that have been approved by the Manager and all powers
necessary to direct and control the organizational and reporting relationships within the
Company, and shall have such other powers and perform such other duties as may be
prescribed by the Manager.

(b) The sole Member also designates Andrew E. Spaulding to be the Vice
President of the Company. The Vice President shall perform such duties and have such
powers as the President may from time to time prescribe. In the absence of the president,
or in the event of his inability or refusal to act, the Vice President (or in the event there be

{RIGLITI12 S7989-971080 } 4

more than one Vice President, the Vice Presidents in the order designated, or in the
absence of any designation, then in the order of their seniority as Vice Presidents) shall
perform the duties of President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President.

(c) Andrew E. Spaulding shall be the Secretary of the Company. The Secretary
shall keep or cause to be kept at the principal place of business of the Company, or other
place the Manager may direct, a book of minutes of al! formal actions of the Manager and
the Member. The Secretary shall keep or cause to be kept at the principal place of
business of the Company, a register or a duplicate register showing the name and address
of the Member, the number and date of certificates issued in respect of the Member’s
interest in the Company, if any, and the number and date of cancellation of every
certificate surrendered for cancellation, The Secretary shall have those other powers and
perform other duties as may be prescribed by the Manager or the President.

(vi) A Manager may appoint, employ, or otherwise contract with those other persons or
entities for the transaction of the business of the Company or the performance of services for or
on behalf of the Company as it shall determine in its sole discretion.

Company.

(viii) The expression of any power or authority of a Manager in this Agreement shall not
in any way limit or exclude any other power or authority of a Manager that is not expressly set
forth in this Agreement; except that any power or authority of a Manager shall be subject to any
limitations on the power or authority of a Manager expressly set forth in this Agreement and to
any rights and powers granted to the Member pursuant to the express terms of this Agreement.

6.2 RELIANCE BY THIRD PARTIES
A Manager or any officer of the Company may certify and authenticate records of the Company
to third pasties and any third party dealing with the Company, a Manager, the Member or any
officer of the Company may rely upon a certificate signed by a Manager or any officer of the
Company as to:

(i) the identity of a Manager, the Member or any officer of the Company;

(ii) the existence or non-existence of any fact or facts that constitute a condition

precedent to acts by a Manager, the Member or any officer of the Company or are in any other
manner germane to the affairs of the Company;

(RI6417112 57982072080} 5

(iii) the persons who or entities that are authorized to execute and deliver any instrument
or document of or on behalf of the Company; or

(iv) any act or failure to act by the Company or as to any other matter whatsoever
involving the Company, the Member, a Manager or any officer of the Company.

6.3 RECORDS AND INFORMATION

The Manager shall maintain, and upon request make available to the Member, all of the books
and records of the Company referenced in the Maine LLC Act, to the extent applicabic to the
Company, except to the extent that any books and records are maintained by an officer of the
Company in accordance with Section 6. Iv). Notwithstanding anything to the contrary in the
Maine LLC Act, the Manager shall have no authority to keep any books and records of the
Company confidential from the Member.

7. TERM; DISSOLUTION

(i) The term of the Company shall be perpetual unless the Company is dissolved and
terminated in accordance with this Section 7.

(ii) The Company shall dissolve, and its affairs shall be wound up, upon the first to occur
of the following: (a) the written consent of the Member; or (b) the entry of a decree of judicial
dissolution under of the Maine LLC Act.

(iii) Upon the occurrence of any event that terminates the continued membership of the
Member in the Company, the Company shall not dissolve and the successor assign of the
Member shall agree in writing to continue the Company and to the admission of the successor
assign of the Member or its nominee or its designee to the Company as a Member, effective as of
the occurrence of the event that terminated the continued membership of the Member in the
Company.

(iv) Upon the dissolution of the Company, the Manager shall wind up the Company’s
affairs as provided in the Maine LLC Act. Upon the winding up of the Company’s affairs, the
Manager shall distribute the property of the Company as follows:

(a) First, to creditors, including the Member if it is a creditor, to the extent
permitted by law, in satisfaction of the Company’s liabilities (whether by payment or the
making of reasonable provision for payment thereof); and

(b) Second, to the Member in cash or property, or partly in cash and partly in
property, as determined by the Manager.

(v) Upon the completion of the winding up of the Company, the Manager shall file a

certificate of cancellation with the Secretary of State of the State of Maine canceling the
Company’s certificate of formation at which time the Company shall terminate.

{RIGAITIL2 SIROTIOR 6

8. ADDITIONAL CONTRIBUTIONS; MEMBER LOANS

(i) The Member may, but is not required to, make additional capital contributions to the
Company.

{ii} The Member may, but is not required to, make loans to the Company. If and to the
extent that loans are made by the Member to the Company, those loans shall be on terms
determined by the Member and the Manager to be commercially reasonable. In the absence of
any separate determination made by the Member and the Manager, all loans made by the
Member to the Company shall be payable upon demand and shal} bear interest at 4% per year.

(iii) To the extent that additional funds are made available by the Member to the
Company, those funds shall be treated as loans made by the Member to the Company, and not as
additional capital contributions made by the Member to the Company, unless specifically
designated as additional capital contributions made by the Member to the Company.

9. LIABILITY OF MEMBER

To the fullest extent provided for in the Maine LLC Act, the Member shall not have any liability
for the obligations or liabilities of the Company.

10. TAX STATUS

At all times that the Company has only one member (who owns 100% of the limited liability
company interests in the Company), it is the intention of the Member that the Company be
disregarded as an entity separate from the Member for federal, state, local and foreign income
tax purposes and that the Company be treated for those purposes, but not for purposes other than
taxation, as a division of the Member.

11. DISTRIBUTIONS

(i) Distributions shall be made to the Member at the times and in the amounts determined
by the Manager, except that no distribution shall be made in violation of the Maine LLC Act.

(ii) Unless otherwise determined by the Member, no distribution shall be paid to the
Member upon its resignation, whether in connection with the voluntary assignment of its entire
interest pursuant to Section 13 or otherwise.

12. ASSIGNMENTS

(i) The Member may voluntarily transfer or assign (including as a pledge or other
collateral assignment) in whole or in part its limited liability company interest.

(ii) In connection with a voluntary transfer or assignment by the Member of its entire

limited liability company interest in the Company (not including a pledge or collateral
assignment or any transfer as a result thereof):

(R1641711.2 S7989-D7T2080 |} 7

(a) the Member will cease to be a member of the Company;

(b) the assignee will automatically and simultaneously be admitted as the
Successor Member without any further action at the time the voluntary transfer or
assignment becomes effective under applicable law; and

(c) the Company shall be continued without dissolution.

(iii) In connection with a voluntary partial assignment or transfer by the Member of its
limited liability company interest (not including a pledge or collateral assignment or any transfer
as a result thereof ), the assignee or transferee shall not be admitted as a member of the Company
and shall not have any rights as a member other than the right to receive any distributions that are
payable in respect of the interest transferred.

(iv) Upon any other pledge, collateral assignment by the Member of all or any part of its
limited liability company interest, or any involuntary transfer of all or any part of the Member’s
limited liability company interest or transferable interest, the collatera} assignee, transferee
and/or recipient of such interest the shall not be admitted as a member of the Company and shall
not have any rights as a member other than the right to receive any distributions that are payable
in respect of the interest transferred. If the pledgee or collateral assignee of all or any part of the
Member’s limited liability company interest has the right under the controlling pledge or
assignment agreement or under other applicable law to purchase the interest in foreclosure (or to
cause or permit another person to purchase the interest in foreclosure), the purchaser shall not be
admitted as a member of the Company and shall not have any rights as a member other than the
right to receive any distributions that are payable in respect of the interest foreclosed upon and
purchased.

13. RESIGNATION

The Member may resign from the Company at such time as it shall determine. Neither the filing
of a voluntary petition in bankruptcy nor any other event specified in of the Maine LLC Act will
cause the Member to cease to be a member of the Company.

14. ADMISSION OF ADDITIONAL MEMBERS

One or more additional members of the Company may be admitted to the Company with the
written consent of the Member. In connection with the admission of any additional member of
the Company this Agreement shall be amended by the Member to make those changes it
determines to reflect the fact that the Company will have more than one member, but the failure
to so amend this Agreement shall not invalidate any otherwise valid assignment or transfer made
by the Member.

15. EXCULPATION AND INDEMNIFICATION

13.1 EXCULPATION

{R1661711.2 57989-072080 | 8

To the fullest extent permitted by applicable law, the Member (irrespective of the capacity in
which it acts) shall be entitled to indemnification from the Company for any loss, damage or
claim incurred by the Member by reason of any act or omission (whether or not constituting
negligence or gross negligence) performed or omitted and any other Covered Person shall be
entitled to indemnification from the Company for any loss, damage or claim incurred by that
Covered Person by reason of any act or omission (whether or not constituting negligence)
performed or omitted by that Covered Person in good faith and in a manner reasonably believed
to be within the scope of authority conferred on that Covered Person by this Agreement, except
that no Covered Person (other than the Member, irrespective of the capacity in which it acts)
shall be entitled to be indemnified in respect of any loss, damage or claim incurred by that
Covered Person by reason of gross negligence and no Covered Person (including the Member)
shall be entitled to be indemnified in respect of any loss, damage or claim incurred by that
Covered Person by reason of willful misconduct with respect to those acts or omissions; but any
indemnity under this Section 15 shall be provided out of and to the extent of Company assets
only, and no Covered Person shall have any personal liability on account thereof.

15.4 EXPENSES

To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a
Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to
time, be advanced by the Company before the final disposition of the claim, demand, action, suit
or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered
Person to repay that amount if it shall be determined that the Covered Person is not entitled to be
indemnified under this Section 15.

15.5 INDEMNITY CONTRACTS

A Manager and the Company may enter into indemnity contracts with any Covered Person and
adopt written procedures pursuant to which arrangements are made for the advancement of
expenses and the funding of obligations under this Section 15 and containing other procedures
regarding indemnification as are appropriate.

15.6 INSURANCE

The Company may purchase and maintain insurance, to the extent and in amounts the Manager
shall, in his, her or their sole discretion, deem reasonable, on behalf of Covered Persons and
other persons or entities as the Manager shall determine, against any liability that may be
asserted against or expenses that may be incurred by that person or entity in connection with the
activities of the Company, regardless of whether the Company would have the power to
indemnify that person or entity against the liability under this Agreement.

16. OUTSIDE BUSINESS
The Member or any Affiliate thereof may engage in or possess an interest in any business

venture of any nature or description, independently or with others, similar or dissimilar to the
business of the Company, and the Company and the Member shali have no rights by virtue of

{RIGAITL.Z 87989-07200) 10

this Agreement in and io such independent ventures or the income or profits derived therefrom,
and the pursuit of any such venture, even if competitive with the business of the Company, shall
not be decmed wrongful or improper. The Member or any Affiliate thereof shall not be obligated
to disclose or present any particular opportunity to the Company even if that opportunity is of a
character that, if disclosed or presented to the Company, could be taken by the Company, and the
Member or Affiliate thereof shall have the right to take for its own account (individually or as a
partner, shareholder, fiduciary or otherwise) or to recommend to others any such particular

opportunity.
17. AMENDMENT

This Agreement may be amended or modified only by a written instrument signed by a Member;
but if any amendment would affect the rights, obligations or liabilities of Manager, that
amendment shall not be effective with respect to the Manager unless that amendment is approved
in writing by the Manager.

18. GOVERNING LAW

This Agreement shall be governed by, and construed under, the laws of the State of Maine,
without regard to the rules of conflict of laws thereof or of any other jurisdiction that would call
for the application of the substantive laws of a jurisdiction other than the State of Maine.

19. TERMINATION OF AGREEMENT

This Agreement shall terminate and be of no further force or effect upon the filing of a certificate
of cancellation cancelling the Company’s certificate of formation pursuant to Section 7(v) of this
Agreement; but Sections 15.1, 15.2, 15.3 and 15.4 shall survive termination.

20. EFFECTIVE DATE

Pursuant to the Maine LLC Act, this Agreement shall be effective as of the effective time of the
filing of the Company’s certificate of formation.

21. NO THIRD-PARTY BENEFICIARIES

Except as contemplated by Section 15, nothing in this Agreement, express or implied, is intended
to confer upon any person or entity, other than the parties hereto and their respective successors,
any benefits, rights or remedies.

22. MISCELLANEOUS
Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine,
feminine, neuter, singular or plural, whichever shall be applicable. All references to “Sections”

and “Clauses” shall refer to corresponding provisions of this Agreement. The use of the term
“including” or any similar term shal! be deemed to mean “including, without limitation.” Any

{RIGAI7I1.2 579¢9.072080) i

reference in this Agreement to any law, rule or regulation shall be construed as reference to the
law, rule or regulation as it may have been, or may from time to time be, amended, revised

or reenacted and any successor thereto. The headings of sections in this Agreement are intended
for reference purposes only and shall be given no substantive meaning or any interpretive force.
IN WITNESS WHEREOF, the undersigned has duly executed this Limited Liability Company
Agreement as of the day and year first aforesaid,

Name:
Title:

President

The Manager hereby executes this Agreement for the purposes of becoming a party hereto and
agreeing to perform its obligations and duties hereunder and being entitled to enjoy its rights and

benefits hereunder.
Lhd as Lee Ze

Name: HERB
Title: Manager

The Company hereby executes this Agreement for the purposes of becoming a party hereto and
agreeing to perform its obligations and duties hereunder and being entitled to enjoy its rights and
benefits hereunder.

MOULISON, LLC

boo

ree es

{RIG417 1.2 37989-072080 } 12