Legal Document: AIKLER PAVING LLC v. GILLMAN, EAMON, AKA GILMAN EAMON

On June 17, 2024 a SUMMONS AND COMPLAINT was filed involving a dispute between Aikler Paving Llc, and Eamon Gillman Aka Gilman, Eamon, for M50 - Misc - Declaratory Judgment in the District Court of Fairfield County.

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SUMMONS - CIVIL For information on STATE OF CONNECTICUT
JD-CV-1 Rev. 2-22 ADA accommodations, SUPERIOR COURT
C.G.S. §§ 51-346, 51-347, 51-349, 51-350, 52-45a, 52-48, 52-259; contact a court clerk or
P.B. §§ 3-1 through 3-21, 8-1, 10-13 www.jud.ct.gov
go to: www.jud.ct.gov/ADA.
Instructions are on page 2.
D Select if amount, legal interest, or property in demand, not including interest and costs, is LESS than $2,500.

~ ~ c t if amount, legal interest, or property in demand, not including interest and costs, is $2,500 or MORE.
~Select if claiming other relief in addition to, or in place of, money or damages.

TO: Any proper officer
By authority of the State of Connecticut, you are hereby commanded to make due and legal service of this summons and attached complaint.
Address of court clerk (Number. street, town and zip code) Telephone number of clerk Return Date (Must be a Tuesday)

123 HOYT ST, STAMFORD, CT, 06905 ( 203 ) 965 - 5308 07/02/2024
~ Judicial District G.A. At (Cityfrown) Case type code (See list on page 2)
D Housing Session D Number: STAMFORD Major: M Minor: 50
For the plaintiff(s) enter the appearance of:
Name and address of attorney, law firm or plaintiff if self-represented (Number, street, town and zip code) Juris number (if attorney or law firm)
DONALD M. BROWN, ESQ., GOLD COAST LAW, INC., 32 PINE TREE LN, AVON, CT, 06001 421865
Telephone number Signature of plaintiff {if self-represented)
( 203 ) 359 - 3771
The attorney or law firm appearing for the plaintiff, or the plaintiff if E-mail address for delivery of papers under Section 10-13 of the
Connecticut Practice Book (if agreed)
self-represented, agrees to accept papers (service) electronically
in this case under Section 10-13 of the Connecticut Practice Book. D Yes [Ll No

Parties Name (Last, First, Middle Initial) and address of each party (Number; street; P.O. Box; town; state; zip; country, if not USA)
First Name: AIKLER PAVING LLC
P-01
plaintiff Address: 39 POPLAR ST, STAMFORD, CT, 06907
Additional Name:
P-02
plaintiff Address:

First Name: GILLMAN, EAMON AKA GILMAN, EAMON
D-01
defendant Address: 4Q..DOUGLAS DR, NORWALK, CT, 06850
Additional Name: 'lfl D-02
defendant Address:
Additional Name:
D-03
defendant Address:

Additional Name:
D-04
defendant Address:

Total number of plaintiffs: 1 ITotal number of defendants: 1 I D Form JD-CV-2 attached for additional parties
Notice to each defendant
1. You are being sued. This is a summons in a lawsuit. The complaint attached states the claims the plaintiff is making against you.
2. To receive further notices, you or your attorney must file an Appearance (form JD-CL-12) with the clerk at the address above. Generally,
it must be filed on or before the second day after the Return Date. The Return Date is not a hearing date. You do not have to come to
court on the Return Date unless you receive a separate notice telling you to appear.
3. If you or your attorney do not file an Appearance on time, a default judgment may be entered against you. You can get an Appearance
·form at the court address above, or on-line at https://jud.ct.gov/webforms/.
4. If you believe that you have insurance that may cover the claim being made against you in this lawsuit, you should immediately contact
your insurance representative. Other actions you may take are described in the Connecticut Practice Book, which may be found in a
superior court law library or on-line at https://www.jud.ct.gov/pb.htm.
5. If you have question about the summons and complaint, you should talk to an attorney.
The court staff is n allowed to e advice on legal
Date [g) Commissioner of Superior Court Name of person signing
06/13/2024 0 Clerk DONALD M. BROWN, ESQ.
If this summons is si by a For Court Use Only
File Date
a. The signing has been done so that the p intiff(s) will no e denied access to the courts.
b. It is the responsibility of the plaintiff(s) to ensure that service is made in the manner provided by law.
c. The court staff is not permitted to give any legal advice in connection with any lawsuit.
d. The Clerk signing this summons at the request of the plaintiff(s) is not responsible in any way for any
errors or omissions in the summons, any allegations contained in the complaint, or the service of the
summons or complaint.
I certify I have read and Signed (Self-represented plaintiff) Date Docket Number
understand the above:
Page 1 of2
Instructions
1. Type or print legibly. If you are a self-represented party, this summons must be signed by a clerk of the court.
2. If there is more than one defendant, make a copy of the summons for each additional defendant. Each defendant must receive a copy of
this summons. Each copy of the summons must show who signed the summons and when it was signed. If there are more than two
plaintiffs or more than four defendants, complete the Civil Summons Continuation of Parties (form JD-CV-2) and attach it to the original
and all copies of the summons.
3. Attach the summons to the complaint, and attach a copy of the summons to each copy of the complaint. Include a copy of the Civil
Summons Continuation of Parties form, if applicable.
4. After seNice has been made by a proper officer, file the original papers and the officer's return of seNice with the clerk of the court.
5. Use this summons for the case type codes shown below.
Do not use this summons for the following actions:
(a) Family matters (for example divorce, child support, (e) Administrative appeals
custody, parentage, and visitation matters) (f) Proceedings pertaining to arbitration
(b) Any actions or proceedings in which an attachment, (g) Summary Process (Eviction) actions
garnishment or replevy is sought (h) Entry and Detainer proceedings
(c) Applications for change of name (i) Housing Code Enforcement actions
(d) Probate appeals

Case Type Codes

MAJOR .CODE MAJOR CODE
M.aJor/ M.fNQR DE$CRIPTION Mil]orl IIIIINOR DESC.RIPTION
DESCRIP110N Minor DESCRIPTION Minor
Contracts CQO Constru~tion-Allothe.r Property p·oo Fiil'.eclosure
c10. Construi:tion • Statund Local P10 Partition
C20 Insurance Policy P20 Qui.et Tide/Discharge ofMortgage or Lien
C,30 SpecikPerformance p ,30 A$set Forfeiture
C40 C.l>llections p.J!Q All other
C50 Uninsured/Underinsured Motorist Coverage
.C60 Uniform Limitf!d Liabili~ Company Act - c:G.$. 34-243
C90, All other Torts (Other T02 Dt1fective Premii;es • Private - Snow or iCl!!
than V&hi.cular) T.03 Defective Premises- Private. - Other
Eminent EOO state. Highway condemnation T 11 Defective Premises- Publi!.- Snow or Ice
Domain E10 Redevelopmen1·condt1mri11tio~ T12 Defective Premises. f1ublic. other
l:'20 Olhli!r $tate,orMunicipllf Agencies T20 P('.Oduc:ts Liability. Other ,han Vehicular
E30 J:>JJblic•Utilities·1tGas·Transmissi1>nCompaniei; T28 Malpractice- Mt1clicllf
E90 All other T29 Malpractice- Legal
T30 Malptil.cticii • All other
T40 A$sault and Battery
Housing H 10 Hou.sing• Return ofSeeurity Deposit
T50 Defamation
H12 Housing• Rent and/or Damages
T-61 Animals • Dog
H40 HoI1.~ng- Housing• Audita Qµerela/lnJ~ncfion
T69 Animals • Othli!F.
H $0. Housing • A.dministn,tive Appeal
H·GO Housing-. Municipal EnforCt1ment
no False Arrest
T71 FireDam11ge
H 90 Housing· All ottier
TSO All other
Miscellaneous· MO.O Injunction
M 10 Receivership Vehicular Torts V01 Motor Vehicles• - Driver and/or: Passenger(s) vs. Driver(s)
V04 Motor Vehicles' • Pedestrian vs .. Driver
M15 Receiyership for Abandoned/Blighted Property
M20 VCl!;i Motor 'Vl!hicles' • Property Damage only
Mandam1J.s
M30. Hab~$CorpUs{extradiiion, releaSl! li:om Penllf Institution) VOS Motor Vehich(I' • Produ.i;:ts Liability lncludingWarraiiW
M-40 Arbitration voe MotorVehicle' • All other
V10 Boats
M5CI D.ectaratory Judgr11ent
V20 Airplanes
M 6:l B.ar Distjplint1
M66 Departmentoflabor Unemployment Compensation V30 Railroads
Enforcement V40 Snowmobiles
M68 B11r Qiscipline • lnactiv!I Status V90 All.other
'Motor Vehicles Include cars, trucks,
~·70 Municipal Qrdinance and Regulation Enforcement motorcycles, and motor scooters,
M80 F0rei9n CivilJudgmenl!l - C.G;S. 52;604 & C.G.S. 50a~30
MS3 Small Clairris.Tninsferto Regular Docket
Wll1!1; Estate~ W10: Construction ofWills and Trusts
M 84 F.oreign Protective Order wso All_!)ther
and Trusts
MB9 CHRO Action in the:.PUblic Interest- PA 19-93
M90 All other

Page 2 of2
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RETURN DATE JULY 2, 2024 STATE OF CONNECTICUT

AIKLER PAVING LLC JUDICIAL DISTRICT OF

v. STAMFORD/NORWALK
AT STAMFORD
EAMON GILLMAN
JUNE 13, 2024

COMPLAINT FOR DECLARATORY RELIEF

I. PRELIMINARY STATEMENT

1. This is a declaratory judgment action brought for the purpose of determining the rights
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w (if any) and liabilities (if any) of Eamon Gillman under an operating agreement for
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complaining Party shall seek remedies exclusively through arbitration. "
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cc z a. Emphasis Added. Mr. Gillman never sought to engage in arbitration, in fact the only
0 ::s .E thing Mr. Gillman did was to file a lawsuit seeking an accounting (which he already
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knew was zero as he never paid his capital contribution) and money damages. Neither
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s<(I-(""') of which action is permitted by the operating agreement he signed and retained.
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25. The operating agreement also provides an absolute statute of limitations which reads as
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"The demand for arbitration shall be made within a reasonable time after the claim,
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....J dispute or other matter in question has arisen, and in no event shall it be made after
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controversy, claim, dispute or breach."

Again, as stated before, Mr. Gillman never sought to arbitrate, never made a demand to

arbitrate and actually objected to arbitration in his money damages lawsuit.

26. The operating agreement in Article X, also speaks to Court action, specifically:

"Section 10.2 Enforceability. This agreement to arbitrate shall be specifically
enforceable. A Party may apply to any court with jurisdiction for interim or
conservatory relief, including without limitation a proceeding to compel arbitration."

Mr. Gillman filed a lawsuit seeking an accounting and money damages, Mr. Gillman
actually objected to proceeding to arbitration in that lawsuit through his attorneys. It is
worth noting that more than two years had lapsed by the time the issue of arbitration
was even raised by Aikler Paving's prior Counsel.

27. The following questions are posed to the Court:

1. "Does the operating agreement require that Mr. Gillman give notice of his demand

to discuss his grievances and/or "disputes" with the other members and

management officials within 30 days?"

11. "Does the operating agreement require that Mr. Gillman, or his representatives

attend that meeting to discuss resolution of the "dispute" within 30 days?"
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comply with the conditions precedent?"
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- Count 3: Determination of Facts and Contract

0 28. At no time did Mr. Gillman during the course of his relationship, membership,
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employment, as the case may be, deliver to Aikler Paving LLC, a capital contribution in

the amount of$50,000.00.

29. Mr. Gillman reviewed the operating agreement at the time it was presented along with

its salient terms and signed it, retaining a copy thereof.

30. It is the position of the Plaintiff that as a result of the failure to "purchase" his

membership or contemporaneously deliver funds to the company in the amount of

$50,000.00 as promised in the operating agreement; and that Mr. Gillman never
actually became a member of the limited liability company as he never purchased

anything.

31. Despite the fact that he was paid at the level of a member and took many draws from

the company, the Plaintiff does not believe that Mr. Gillman's rights vested as a

member merely upon his signature to the operating agreement.

32. Mr. Gillman was terminated thereafter once it became obvious that he had no intention

of assisting or contributing financially to the going enterprise known as Aikler Paving

LLC.

33. Mr. Gillman in fact, may have even been operating and competing against the company

at the time of his "termination".

34. In fact, once Mr. Gillman was given notice of his termination, he failed to attempt to

take advantage of the fact that he may have had the opportunity to cure his failure to

pay his capital contribution within 90 days of that letter.

35. The Plaintiff does not believe that the 90-day cure window would apply to his failure to

ever pay the initial capital contribution which was his "buy in" and "purchase" price for

his membership.

36. Even so, the defendant Gillman then elected to retain counsel to file a lawsuit seeking

an accounting and seeking money damages in the Superior Court, for Stamford, CT.

37. Assuming arguendo that Mr. Gillman is even an aggrieved party under the operating

agreement, then Article X of the operating agreement would apply.

38. Article X of the operating agreement requires binding arbitration for the resolution of

disputes.

39. As described above and contained in the text of Article X, Exhibit "A", is a requirement

that the defendant Gillman notify the majority member, Chris Aikler, of his desire to

resolve a "dispute."

40. Within 30 days, the parties then must meet to discuss the "dispute."
41. Mr. Gillman or his agents never requested a meeting with representatives of Aikler

Paving LLC.

42. Within 30 days of the meeting that should have taken place as described in paragraph

40, and in Article X of the operating agreement, the parties were to either resolve their

"dispute" or the defendant Gillman then had the ability to file for arbitration.

43. Pursuant to that same section 10.1 of Article X, of the operating agreement, upon the

failure in "good faith" to resolve their "dispute", the sole remedy was "to seek remedies

exclusively through arbitration".

44. At no point in time did the defendant seek to arbitrate.

45. The defendant instead served the Plaintiff and its officers with a lawsuit seeking an

accounting and money damages 115 days after his termination.

46. Said lawsuit is FST-CV20-6046490-S, Gillman, Eamon V. Aikler, Chris, et al., which

was stayed pending "arbitration."

4 7. The defendant through counsel made a claim for a jury, legal and equitable relief in that

case.

48. On August 23, 2022, the Court by Genariuo, J., entered an order suspending the

pending lawsuit in favor of the parties going to arbitration.

49. This was 2 years 8 months and 4 days after the alleged dispute ensued and was 8

months and 4 days late pursuant to paragraph 10.1, Article X of the operating

agreement.

50. Eventually, Mr. Gillman through his attorney Roy Ward on March 16, 2023, filed a

motion for order requesting an order to arbitrate, despite, the fact that the Defendant

Gillman had already filed with AAA for arbitration on March 9, 2023.

51. Just prior to March 16, on March 9, 2023, attorney Ward on behalf of Gillman filed

with AAA a request to arbitrate the matter. (Attached as "Exhibit "B")
52. It appears the defendant was trying to bum the candle at both ends in maintaining a

lawsuit and in initiating an arbitration, which causes a tremendous amount of confusion

and un-necessary legal expense and violates judicial economy and the effective

administration of justice.

53. That request was made 3 years, 2 months, and 18 days from the date of the original

dispute which far exceeds the contractual two-year statute of limitations imposed on

arbitration of disputes under the operating agreement, Article X, section 10.1.

54. Furthermore, on August 23, 2023, the Court ordered the matter to arbitration despite the

fact that the statute of limitations had expired.

55. Again, at this point, the two-year statute oflimitations imposed by Article X, paragraph

10.1, precludes action on the matter after the expiration of two years and the failure to

arbitrate.

56. The defendant Gillman failed to file for arbitration timely.

57. The defendant Gillman did not bring this action with the intention of seeking an order

to arbitrate as his claims do not sound in arbitration, but rather, money damages and an

accounting.

58. The defendant Gillman utilized the Superior Court to cost the Plaintiff money, time and

aggravation in an effort to avoid arbitrating the matter.

59. The defendant Gillman utilized the Superior Court discovery process to strong arm and

avoid the limitation of remedies to arbitration as described in Article X of the operating

agreement to wit he may have been bound.

60. The matter was again ordered to arbitration on May 8, 2023, by Judge Clark.

61. Again, the matter was far beyond the statute of limitations for arbitration as it was 3

years, 4 months, 19 days, 1 year, 4 months and 19 days untimely.
62. The Plaintiff Aikler Paving LLC should not be subject to arbitration at this time as the

arbitration provision condition precedents of paragraph 10.1, Article X, were never

complied with by the Defendant Eamon Gillman.

63. The Plaintiff Aikler Paving LLC should not be subject to arbitration at this time as the

arbitration provision in paragraph 10.1, Article X, by not filing arbitration in a timely

fashion and within the two-year statute of limitations provided for in the arbitration

clause.

64. The defendant Gillman's sole remedy under the operating agreement was to arbitrate

pursuant to paragraph 10.1, Article X.

65. Arbitration is a remedy in which the parties must contract for and bargain for

(Intentionally Blank)
WHEREFORE, the Plaintiffs pray this Court grant the following relief:

As to Count 1:

1. The Plaintiff requests the Court make findings and answer the interrogatories posed in
Count 1, paragraphs 16(i.) through 16(iv.) by way of declaratory relief;

As to Count 2:

2. The Plaintiff requests the Court make findings and answer the Interrogatories posed in
Count 1, paragraphs 27(i.) through 27(vi.) by way of declaratory relief;

As to Count 3:

3. The Plaintiff requests the Court make findings of fact and a declaratory judgment as to
the rights and liabilities of the parties; and

As to all Counts,

4. Whatever other legal or equitable relief the Court deems just and proper.

THE PLAINTIFF,
GLLC,
B

Juris No. 421865
Gold Coast Law, Inc.
32 Pine Tree Lane
Avon CT 06001
(203) 359-3771
info@goldcoastlawyers.us
donald. brown@goldcoastlawyers.us

STATEMENT OF AMOUNT IN DEMAND

The Plaintiffs are claiming other relief in addition o, or in place of, money or damages.

Juris No. 42
OPERATING AGREEMENT
OF
AIKLER PAYING, LLC

Upon valuable consideration, the persons named below as "Members" hereby covenant and agree
to be bound to the following as their LIMITED LIABILITY COMPANY OPERATING
AGREEMENT dated this 7th day of April, 2014 (this '"Agreement" or this "Operating Agreement")
for AIKLER PAVING, LLC, a limited liability company organized under the laws of the State of
Connecticut (hereinafter known as "the LLC"):

ARTICLE I
DEFINITIONS

As used in this Operating Agreement, the following terms are to have the meaning as stated below:

"LLC" means "Limited Liability Company" and "the LLC" means AIKLER PAVING, LLC.

"LLC Units" or "Units" means measures of ownership in the LLC. The capital structure of the
LLC shall consist of Units all of the same class with equal rights for all purposes under this
Operating Agreement.

"LLC Unit Percentage" means, with respect to an LLC member, the percentage derived from the
following fraction: number of LLC Units held by such Member divided by the total number of
LLC Units held by all Members (and, thereafter, multiplying said fraction by 100 to arrive at a
percentage).

"State Law" means the laws of the State of Connecticut.

"Vote in interest of LLC members" means a vote of the LLC members in which each LLC
member shall have one vote per LLC Unit possessed; for example, a member possessing 50 LLC
Units would have 50 votes in interest.

"Supermajority vote in interest ofLLC members" means a vote of the LLC members in which
each LLC member shall have one vote per LLC Unit possessed and the number of affirmative
votes for any resolution before the members shall be more than 66% of the outstanding LLC Units.
For example, if there are 100 outstanding LLC Units, 66. 7 affirmative votes are required to achieve
a Supermajority vote in interest upon a resolution before the members.

EXHIBIT "A"-001
ARTICLE II
GENERAL PROVISIONS:

Section 2.1 Formation. Articles of Organization were already filed with the Secretary of State for
the State of Connecticut on February 14, 2014. The Members shall execute or cause to be executed
all other instruments, certificates, notices and documents as may now or hereafter be required for
the formation, valid existence and, when appropriate, termination of the LLC as a limited liability
company under the laws of the State of Connecticut.

Section 2.2 Company Name. The name of the LLC is "AIKLER PAYING, LLC" or such other
name or names as may be selected by the Members from time to time, and its business shall be
carried on in such name with such variations and changes as the Members deem prudent.

Section 2.3 Purpose of the LLC. The purpose of the LLC is to engage in any lawful act or activity
for which a limited liability company may be organized under the laws of the State of Connecticut.

Section 2.4 Place of Business. The business address of the LLC will be 43 Bayne Street, Norwalk,
Connecticut. The LLC may from time to time have such other place or places of business, within
or without the State of Connecticut, as the Members may decide.

Section 2.5 Registered Agent. The registered agent of the LLC shall be the Law Office of Michael
Richard Powers, with an office located at 80 Fourth Street, Stamford, Connecticut. Members of
the LLC shall also possess the power to remove or replace a currently serving LLC registered
agent.

Section 2.6 Business Transactions of a Member with the Company. A Member may lend money
to, act as surety, guarantor or endorser for, guarantee or assume one or more obligations of, provide
collateral for, and transact other business with, the LLC and, subject to applicable law, shall have
the same rights and obligations with respect to any such matter as a Person who is not a Member.

Section 2. 7 Company Property. No real or other property of the LLC shall be deemed to be owned
by any Member individually, but shall be owned by and title shall be vested solely in the LLC.

Section 2.8 No Term To Existence. The LLC's existence shall commence on the date of the filing
of the Article of Organization with the Secretary of State for the State of Connecticut, thereafter,
the LLC's existence shall be perpetual without term.

Section 2.9 Accounting Period. The close of the LLC's year for financial statement and federal
income tax purposes shall be December 31 st of each year.

ARTICLE Ill
MEMBERS

Section 3.1 Members. The name, LLC Units and LLC Unit Percentage of the Members are set
forth in the below table, which shall be amended from time to time to reflect the admission of new
Members.

EXHIBIT "A" -002
Member Name LLC Units LLC Unit Percentage(%)

Mr. Chris Aikler 85.0 85.0%

Mr. Eamon Gillman 15.0 15.0%

Section 3.2 Admission of New Members. New members shall be admitted to the LLC by an
affirmative majority vote in interest of LLC members.

Section 3.3 No Liability of Members. All debts, obligations and liabilities of the LLC, whether
arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the
LLC, and no member shall be obligated personally for any such debt, obligation or liability of the
LLC solely by reason of being a member. This section does not prevent an LLC member, should
he or she so choose, from separately agreeing to guaranty or otherwise become liable for a debt
which is also one of the LLC.

Section 3.4 Access to Books and Records of LLC. Each LLC member shall have the right to
inspect the b<;>oks and records of the LLC during normal business hours after the giving of
reasonable notice of this intent to the LLC custodian of said documents and information; however,
each member gaining access to the books and records of the LLC shall hold this information
confidential and only use LLC information for the furtherance of LLC business and interests or
for making investment decisions regarding the member's LLC interest. Upon withdrawal or
departure as a member of an LLC, a member shall deliver all LLC books and records in his or her
possession to the remaining LLC members or managers.

Section 3.5 Actions by the Members; Meetings; Quorum.

a. The LLC members may take any action at a meeting in person, by proxy, or without
a meeting by written resolution in accordance with Section 3.5(d). Meetings ofLLC
members may be conducted in person or by telephone conference. A voting proxy
given by an LLC Member to another person must be in writing.

b. Voting. Each LLC member shall be entitled to vote upon all matters for which LLC
members have the right to vote. All LLC member votes shall be tallied by interest
under which each member shall be entitled to one vote for each LLC Unit possessed
(for example, a member possessing 50 LLC Units shall be entitled to 50 votes upon
any matter submitted to the LLC Members for a vote). Each vote per LLC Unit
shall carry the same weight and have the same value, for voting purposes, as every
other LLC Unit. Should state law create statutory situations where LLC member
votes are to be taken on a one vote per member basis, votes per member (as opposed
to per LLC Unit interest) shall be limited to those specific circumstances under
which state law requires such a vote.

EXHIBIT "A" -003
c. Unless another percentage is given elsewhere in this operating agreement or by
state law, all LLC member votes on any matter shall require an affirmative vote in
interest by LLC members of LLC Unit in excess of 50% of the outstanding total to
pass or approve the motion, resolution, or otherwise take action by the LLC
members. For example, if there are 100 LLC Units outstanding, a vote of 51 LLC
Units in favor of a resolution is required for its passage unless the resolution
involves a matter for which this operating agreement or state law requires a higher
percentage.

d. Any action required or permitted to be taken at any meeting of the Members may
be taken without a meeting if Members with the percentage of votes (per LLC units)
sufficient to approve the action pursuant to the terms of this Agreement resolve
thereto in writing and the writing or writings are filed with the LLC records of
actions taken by Members. In no instance where action is authorized by written
resolution shall it be required that a meeting of Members be called or notice be
given; however, upon passage, a copy of the action taken by written resolution of
the members shall be sent promptly to all LLC members.

e. Meetings of Members may be called by any LLC member, or members, collectively
holding 25% or more of the outstanding LLC Units upon seven (7) days written
notice to the other LLC members. Notice of a meeting called for hereunder may be
made by standard U.S. mail, electronic mail, or facsimile transmission and shall
contain the time, place, and purpose of such meeting. A quorum for any action to
be taken at a meeting of LLC members shall be LLC members present (in person,
via telephone, or by proxy) holding more than 50% of the LLC Units. Any Member
may, through a written instrument, waive the right to receive prior notice of a
meeting of the Members as described herein.

f. Notwithstanding any other provision of this Agreement, the following actions shall
require a Supermajority vote in interest of the LLC members:

1. any merger, consolidation or other business combination;
ii. sale or other disposition of substantially all the assets of the LLC;
m. dissolution of the LLC (unless Connecticut law requires another
percentage);
1v. filing of a petition or commencing other proceedings seeking
reorganization; liquidation, arrangement or other similar relief under any
federal or state law relating to bankruptcy or insolvency;
v. the amendment or modification of any provision of this Agreement;
v1. the issuance of additional LLC Units (other than those issued pursuant to
the founding of the LLC as set forth in Section 3 .1 of this operating
agreement) to any Member or other party including any other individual,
trust, estate, corporation, partnership, limited liability company or any other
incorporated or unincorporated entity ("Person") permitted to be a member
of a limited liability company under the Act;
vii. the removal of any Member;

EXHIBIT "A" -004
viii. the decision to appoint managers for the LLC under Article IV hereof.

Section 3.6 Power to Bind the LLC. No LLC member or group of members acting in their
individual capacity, separate and apart from action as LLC members pursuant to this operating
agreement, sha11 have any authority to bind the LLC to any third party with respect to any matter.

Section 3. 7 Members who are not individuals. Each Member who is an artificial entity or
otherwise not an individual hereby represents and warrants to the LLC and each Member that such
Member is: (a) duly incorporated or formed (as the case may be), (b) validly existing and in good
standing under the laws of the jurisdiction of its incorporation or formation, and (c) has full power
and authority to execute and deliver this Agreement and to perform its obligations hereunder.

Section 3.8 Tax Matters Partner. The LLC's "Tax Matters Partner" under Section 6231(a)(7) of
the Internal Revenue Code of 1986, as amended (the "Code"), shall be determined by the Members
and shall have all the powers and responsibilities of such position as provided in the Code and the
Treasury Regulations thereunder. The LLC members may remove or replace the Tax Matters
Partner by a vote of the majority in interest.

ARTICLE IV
MANAGEMENT

Section 4.1 Management of the LLC. This LLC shall be managed by its members Chris Aikler
and Eamon Gillman. However, the LLC members reserve the right to appoint managers, who may
also be members, at a later date.

ARTICLEV
CAPITAL STRUCTURE

Section 5.1 Capital Structure. The capital structure of the LLC shall consist of one class of LLC
Units each having equal rights under all provisions of this operating agreement.

Section 5.2 LLC Units. 100 LLC Units shall be issued to the Members, as set forth in Section 3.1
hereof, as part of the initial funding of the LLC; however, additional LLC units may be issued
pursuant to a Supermajority Vote in interest of LLC Members.

Section 5.3 Capital Contributions.

A. Each Member shall contribute or shall have contributed, as an initial capital contribution
("Initial Capital Contribution") to the LLC an amount equal to their ownership interest
compared to the total of all Capital Contributions.

B. Upon the date of incorporation, each member of the LLC contributed the following
amounts:
i. Mr. Christopher Aikler $280,000.00

EXHIBIT "A" -005
ii. Mr. Eamon Gillman $50,000.00

Section 5.4 Additional Capital Contributions. If the equity balance in any Members account
diminishes below zero, said Member will be required to make additional capital contributions to
the point where his or her capital balance is either greater than or equal to zero.

1. Member Gillman has the sole option of increasing his ownership interest in the
LLC. My Gillman may increase his ownership interest by purchasing LLC units
from his capital account or from outside funds. Mr. Gillman's option to increase
his LLC ownership shall occur at the end of every quarter. At no time shall Mr.
Gillman's ownership exceed the ownership of the largest LLC unit owner.

Section 5.5 Raising Additional Capital. Additional capital may be raised by the LLC through sales
of new LLC Units pursuant to an affirmative Supermajority Vote in interest ofLLC Members, see
Section 5.2 above. Any Member resolution authorizing the raising of additional capital through
the sale of LLC Units shall state, in reasonable detail, the purposes and uses of such additional
capital and the amounts of additional capital required.

Section 5.6. Withdrawal of Initial Capital Contributions. Except upon the dissolution or
liquidation of the LLC as set forth herein or the unanimous vote of all Members, no Member shall
have the right to withdraw its initial capital contributions.

Section 5.7. Interest Rate on Capital Accounts. An interest rate, equal to the Federal Reserve
discount rate, adjusted quarterly and starting January 1, 2014, shall be paid upon any member's
capital account.

Section 5.8. Maintenance of Capital Accounts. An individual capital account shall be maintained
for each LLC Member consisting of the member's capital contributions and (1) increased by that
member's share of LLC profits, (2) decreased by that member's share of LLC losses, and (3)
further adjusted as required or allowed by the Internal Revenue Code (Title 26 of the United States
Code) and / or all published Treasury Sample LLC Operating Agreement Regulations (Title 26 of
the Code of Federal Regulations). In all cases, the capital accounts of the members shall be
accounted for in accordance with the Internal Revenue Code (Title 26 of the United States Code)
and or all published Treasury Regulations (Title 26 of the Code of Federal Regulations).

ARTICLE VI
ALLOCATIONS AND DISTRIBUTIONS

Section 6.1 Allocations to Capital Accounts. Except as may be required by the Internal Revenue
Code (Title 26 of the United States Code) or the Treasury Regulations (Title 26 of the Code of
Federal Regulations) or this Operating Agreement, net profits, net losses, and other items of
income, gain, loss, deduction and credit of the LLC shall be allocated among the Members ratably
in proportion to each Member's LLC Unit Percentage. For example, if a Member has an LLC Unit
Percentage of 45%, he or she shall be allocated 45% of all profits or losses (and other allocation
items) for any given tax year.

EXHIBIT "A" -006
a. Notwithstanding the foregoing, no item of loss or deduction of the LLC shall be
allocated to a Member to the extent such allocation would result in a negative
balance in such Member's capital account. If a Member's capital account falls
below a zero balance, then Section 5.4 of this agreement takes effect.

Section 6.2 Tax Allocations. In the case of any special tax allocations allowed under the Internal
Revenue Code or Treasury Regulations, the method of allocation and formula determined by the
Tax Matters Partner shall be followed so long as it complies with state law, the Internal Revenue
Code, the Treasury Regulations, and fairly treats each Member. The method of tax allocation
selected by the Tax Matters Partner shall be presumed to be "fair to all the members" and any
Member or party challenging said allocation on these grounds shall bear the burden of proof.

Section 6.3 Distributions. The LLC Members, by resolution issued pursuant to this agreement,
may make distributions to the Members from time to time in amounts it deems appropriate;
however, no distribution shall be declared or made if, after giving it effect, the LLC would not be
able to pay its debts as they become due in the usual course of business, the available cash and
cash equivalents (those items composing Ml) do not fall below Thirty Thousand Dollars
($30,000.00) or the LLC's total assets would be less than the sum of its total liabilities.

a. During the LLC's life and specifically during the first two years, distributions to
Members will be limited. During year 1, no more than 50.0% of the available capital
may be distributed. During year 2, no more than 75.0% of the available capital may be
distributed. During year 3 and beyond, no more than 95.0% of the available capital may
be distributed. However, if the LLC is liquidated or a Member withdraws completely
from the LLC, then the other provisions of this agreement take precedence.

Section 6.4 Bank Drafts. All members may make a bank draft, up to $2,500 per draft, up to a
maximum of $7,500 per fourteen day period, without the approval of any other member. Any
amounts greater than these stated require a simple majority of members' approval.

Section 6.5 Borrow Money. For the LLC to incur debt it will require a simple majority of
members' approval. The ability to incur debt will include, but not limited to; overdraft protection,
credit cards, lines of credit, equipment financing and letter of credit.

Section 6.6 Salaries. The members of the LLC are entitled to be paid salaries. The amount,
duration and frequency of salaries to each member will be determined by the members. The
members will determine salaries on as needed basis and be determined with a simple majority vote
of the members.

Section 6.5 Family Partnership Savings Provision. Notwithstanding anything in this Operating
Agreement to the contrary, should any provision of this Operating Agreement, or any act of the
parties, result in violation of the family partnership provisions of Internal Revenue Code Sec.
704(e) (as amended) or the regulations and cases thereunder, the Members may amend this
Agreement, or take any other actions reasonably

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