
# Distributions to Members

## Distributions in General

From time to time, but not less often than
monthly, the CEO and CFO shall determine (i) the amount, if any, by
which the Company's funds then on hand exceed the Reserve Amount (such
excess being referred to herein as "**Excess Funds**").

If the CEO and CFO determines that there are 
Excess Funds subject to distribution but that additional Capital Contributions
will be required for future Company needs within the next two
(2) calendar month period, then the CEO and CFO may elect to not make 
a distribution of such Excess Funds.

Not later than the 15th day of each calendar month, the Excess Funds derived 
from the business shall be distributed to the Company Members in accordance with
their Sharing Ratios.


## Withholding

The Company may withhold distributions or portions
thereof if it is required to do so by any applicable rule, regulation,
or law, and each Member hereby authorizes the Company to withhold from
or pay on behalf of or with respect to such Member any amount of
federal, state, local or foreign taxes that the Board Of Directors, CEO
and CFO reasonably determines that the Company is required to withhold
or pay with respect to any amount distributable or allocatable to such
Member pursuant to this Agreement. Any amounts so paid or withheld with
respect to a Member pursuant to this Section shall be treated as having
been distributed to such Member and shall reduce any amounts otherwise
distributable to such Member (either currently or in the future)
pursuant to Section "Distributions to Members" or Section 
"Withdrawl, Dissolution, Liquidation and Termination".

The Company desires to issue Units in respect of the Company designated as 
“Profits Interest Units” to Participant in connection with Participant’s performance 
of services to or for the benefit of the Company.

