LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

PATS AIRCRAFT, LLC

This LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of PATS AIRCRAFT, LLC, a limited liability company organized under the laws of Delaware (the “Company”), is made and entered into effective as of December 23, 2003 by DeCrane Aircraft Holdings, Inc., a Delaware corporation (the “Initial Member”). Capitalized words and phrases used in this Agreement and not otherwise defined here are used as defined in Article 13 or in Section 14.21 (Tax Definitions).

RECITALS

WHEREAS, the Initial Member formed the Company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (the “Act”), by filing a Certificate of Formation of the Company with the office of the Secretary of State of the State of Delaware.

WHEREAS, the Initial Member intends that the Company be treated as a pass-through entity for federal income tax purposes.

NOW, THEREFORE, the Initial Member hereby provides as follows:

1. ORGANIZATION

1.1 Name

The name of the Company will be “PATS AIRCRAFT, LLC.” The business of the Company may be conducted under that name or, upon compliance with applicable laws, any other name that the Board of Directors deems appropriate or advisable. Any Manager may file any fictitious name certificates and similar filings, and any amendments thereto, that such Manager considers appropriate or advisable.

1.2 Purpose and Limitations

The purpose of the Company is to engage in any lawful activity for which a limited liability company may be organized under the Act. The Company shall have full power and authority to do every act and thing necessary or convenient to carry out the purposes for which it was formed.

1.3 Managed by Managers and Board of Directors

The Company shall be managed by its Managers appointed hereunder, subject to the supervision and powers of the Board of Directors as set forth in this Agreement.

1.4 Principal Office

The principal office of the Company shall be at PATS AIRCRAFT, LLC, 21652 Nanticoke Avenue, Georgetown, Delaware 19947. The Board of Directors may change the principal place of business of the Company to any place from time to time in their discretion.

1.5 Agent for Service of Process

The initial agent for service of process on the Company shall be CT Corporation System.

2. CAPITAL CONTRIBUTIONS

2.1 Initial Member

DeCrane Aircraft Holdings, Inc. shall be the sole Initial Member. The address, initial Capital Contribution and initial LLC Percentage of the Initial Member are:

Member, Address

Capital Contribution

Initial LLC Percentage

DeCrane Aircraft Holdings, Inc. 2361 Rosecrans Avenue, Suite 180 El Segundo, California 90245

100% of the capital stock of Pats, Inc.

100

%

Totals:

100

%

2.2 Initial Capital Contribution

The initial Capital Contribution shall be paid to the Company concurrently with the signing of this Agreement. No Person shall be treated as a Member for any purpose until the Company receives such Person’s initial Capital Contribution.

2.3 Expertise

Each Member shall make available to the Manager his or its expertise for the benefit of the Company and the Company’s business.

2.4 Guarantees of the Company’s Debts

If a Member guarantees a debt of the Company and that debt is paid by the Member (or its successors in interest), then such payment shall be considered a loan to the Company and not an additional Capital Contribution. The amount of debt paid by the Member shall be repayable out of the Company’s cash and, unless otherwise agreed between the Company and the lending Member, shall bear interest at an annual rate equal to one percentage point above the prime lending rate of Bank of America, NA (or another similar financial institution, if any, designated jointly by such Member and the Managers) in effect at the time the debt is paid.

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2.5 Additional Capital Contributions or Loans

No Member shall be required to contribute or lend any additional funds to the Company.

2.6 Loans

If any Member makes any loan to the Company or advances money on its behalf, the amount of any such loan or advance shall not be treated as a Capital Contribution but shall be a debt due from the Company. The amount of any such loan or advance by a lending Member shall be repayable out of the Company’s cash and shall bear interest at an annual rate equal to one points above the prime lending rate of Bank of America, NA (or a similar financial institution acceptable to the lending Member and the Managers) then in effect.

2.7 Investment Representation

Each Member represents and warrants to the Company as of the date on which he or it becomes a Member that (a) he or it has a pre-existing personal or business relationship with each other Member, and (b) his or its acquisition of an Interest is made as principal for his or its own account and not with a view to or for sale in connection with any distribution of such Interest.

2.8 Title to Property

All real and personal property owned by the Company shall be owned by it as an entity and, insofar as permitted by applicable law, no Member shall have any ownership interest in such property in his or its individual name or right, and each Member’s interest in the Company shall be personal property for all purposes.

2.9 Interests Uncertificated

Interests shall not be evidenced or represented by any instrument or certificate, but rather, their ownership shall be determined by reference to the terms of this Agreement as it may be amended from time to time.

3. DISTRIBUTIONS

3.1 Distributions Generally

The Managers shall cause the Company to make such distributions to the Members in amounts (if any) as may be determined from time to time by the Board of Directors. Any distributions that are made to Members shall be made in the following order and priority:

(a) First, to the Members until their Adjusted Capital Contributions are reduced to zero (pro rata among them in proportion to their Adjusted Capital Contributions); and

(b) Second, the balance, if any, to the Members in proportion to their LLC Percentages at that time.

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3.2 Estimated Tax Payments

If required by applicable law, or permitted by applicable law and approved by the Board of Directors, the Managers may cause the Company to make estimated payments of tax for any Member after consultation with such Member.

3.3 Amounts Withheld

All amounts withheld pursuant to applicable law with respect to any payment or distribution to the Company or the Members shall be treated as amounts distributed to such Members for all purposes under this Agreement. The Managers shall allocate any such amounts among the Members in accordance with applicable law.

3.4 Return of Capital

Except as otherwise provided in this Agreement, no Member shall demand or receive a return of his or its Capital Contribution without the approval of the Board of Directors. Under circumstances requiring a return of any Capital Contribution, no Member shall have the right to receive property other than cash except as may be specifically provided in this Agreement. No Member shall have any personal liability for the repayment of the Capital Contribution of any other Member.

4. FINANCE

4.1 LLC Funds

All property of the Company in the form of cash not otherwise invested shall be deposited in one or more bank accounts maintained in the name of the Company or the name of the Initial Member, in such financial institutions as the Managers shall determine. The funds of the Company shall not be commingled with the funds of any other Person. The Managers shall deposit into such accounts all revenue and proceeds of or in connection with the Company’s business and all amounts received by the Managers from, for, or on behalf of, the Company.

4.2 Books and Records

The Managers shall maintain or cause to be maintained accurate books and records of account of the business of the Company in accordance with generally accepted accounting principles consistently applied, setting forth a true and accurate account of all business transactions arising out of and in connection with the conduct of the Company’s business.

4.3 Tax Information

The Managers shall prepare or cause to be prepared, and file, any applicable tax returns required to be filed by the Company consistent with the terms of this Agreement. The Managers shall select an accounting firm to prepare any such tax returns, subject to approval by the Board of Directors. Within 90 days after the end of each taxable year (or such earlier deadlines as may be imposed upon the Members by law), the Managers shall deliver to each Member all tax information regarding the Company necessary for such Member to make all required returns, together with a copy of any federal, state and local income tax or information returns of the Company for the year, and a report listing each material elective adjustment or calculation (if any) made by any Manager with respect to such period pursuant to Article 14 hereof.

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4.4 Allocations

The Profits, Losses and other items of the Company shall be allocated as set forth in Article 14 (Additional Tax Provisions). The Members agree to be bound by these allocations in reporting their shares of the Company’s income, loss and other items for income tax purposes.

5. ROLE OF THE MANAGERS

5.1 Managers

The Initial Member of the Company has designated the following persons to serve as the initial managers and officers of the Company (herein, “Managers”), until changed pursuant to Sections 5.3 or 5.4:

R. Jack DeCrane

Chief Executive Officer

Robert G. Martin

Chief Operating Officer

Richard J. Kaplan

Chief Financial Officer and Secretary

Daniel Fulgham

President

William Hubbard

Vice President

George Toly

Vice President

Stephen A. Silverman

Assistant Secretary

5.2 Authority

Except to the extent otherwise provided in the Articles of Organization or this Agreement (including the powers reserved to the Board of Directors and the Members), the business and affairs of the Company shall be managed and all corporate powers shall be exercised by the Managers, who shall have all of the authority, rights and powers which may be possessed by managers of a limited liability company under the Act, and may at their discretion, delegate and assign their management duties. The Managers may act jointly or severally in their role as Managers, and the act of any one Manager is the act of all Managers.

5.3 Qualification and Election

The Managers of the Company shall be selected by the Initial Member. The Initial Member may appoint additional Managers from time to time in its discretion, with such title and such roles as the Initial Member may specify.

5.4 Removal and Resignation

(a) All Managers serve at the pleasure of the Initial Member, and any Manager may be removed with or without cause by the Initial Member, for any reason or no reason, by providing written notice thereof to such Manager.

(b) Any Manager may resign at any time by giving written notice to the Company. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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5.5 Duties and Obligations of the Managers

The Managers shall take all actions which may be necessary or appropriate to operate and manage the Company’s business, and otherwise directed by the Board of Directors.

5.6 Matters Requiring Unanimous Consent of the Members

Notwithstanding any other term of this Agreement, the Managers shall not, without the unanimous written consent of the Members:

(a) Do any act in contravention of this Agreement;

(b) Do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement;

(c) Sell or otherwise dispose of at one time all or substantially all of the property of the Company, except pursuant to Section 11.3(e) (Winding Up);

(d) Amend this Agreement or the Certificate of Formation;

(e) Liquidate or dissolve the Company;

(f) Admit a new Member;

(g) Reduce, increase or alter the outstanding capital of the Company, make any call on capital, issue or redeem Interests, options or other securities of the Company or any subsidiary of the Company;

(h) Grant a power of attorney or other delegation of the Members’ powers; or

(i) Cause the Company to merge or consolidate with any other business.

5.7 Matters Requiring the Approval of the Board of Directors

Notwithstanding any other term of this Agreement, without first obtaining the approval of a majority of the Board of Directors, at a meeting duly held, or by a written act of such Directors in lieu of a meeting, the Managers shall not:

(a) Appoint or remove an auditor;

(b) Obtain, incur or suffer an aggregate amount of debt other than in the ordinary course of its business in excess of $50,000; or

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(c) Cause the Company to acquire shares of or any interest in any corporation or other legal entity, or create any partnership, joint venture or legal entity of which the Company is or will be a partner, member or similar participant.

5.8 Indemnification of Managers

5.8(a) Mandatory

The Company, its receiver or its trustee, shall indemnify, save harmless and pay all judgments and claims against the Managers relating to any liability or damage incurred by reason of any act performed or omitted to be performed by the Managers in connection with the business of the Company, including attorneys’ fees incurred by the Managers in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws (including the Securities Act of 1933, as amended) as permitted by law.

5.8(b) If Manager is Exonerated in the Proceeding

In the event of any action by a Member against a Manager, including a derivative suit on behalf of the Company, the Company shall indemnify, save harmless and pay all expenses of such Manager, including attorneys’ fees, incurred in the defense of such action, if such Manager is successful in such action.

5.8(c) No Indemnification

Notwithstanding the foregoing provisions of this Section 5.8, the Managers shall not be indemnified from any liability for fraud, bad faith, willful misconduct or gross negligence.

5.8(d) Limitation

Any indemnification under this Section 5.8 shall be paid from and only to the extent of the Company’s assets, and no Member shall have personal liability for such indemnification.

6. ROLE OF THE BOARD OF DIRECTORS

6.1 Number and Designation of Directors

The Company shall have a Board of Directors composed of two directors. The Initial Member designates R. Jack DeCrane and Richard J. Kaplan as the initial directors.

6.2 Rights and Powers

The Board of Directors shall have the powers reserved to it in this Agreement and, in addition, may take any action reserved to the Members in this Agreement or in the Act.

6.3 Term; Removal

Each director serves at the pleasure of the Member who designated him or her pursuant to Section 3.1; and each Member having the right to designate one or

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more directors may remove and replace such designated directors at will, by notice to the Managers and directors. In the event a Member sells, transfers or loses all of its Interests in the Company, all directors designated by such Member shall be removed from the Board of Directors and their seats shall be declared vacant.

6.4 Meetings

The Board of Directors shall meet at such times as they may elect from time to time, in each case at the dates and times agreed by the directors; but the Board of Directors shall not be required to meet at any fixed time. The rules set forth in Section 8.2(a), (d), (e), (f) and (g) for the meetings of Members shall also apply to all meetings of the Board of Directors, except that there shall be no record date in connection with propositions to be put to a vote at meetings of the Board. 60% of the then-seated directors shall constitute a quorum for any transacting of business by the Board of Directors, and the Board of Directors may not act in the absence of a quorum. Any action approved by a majority of the directors present at a duly called meeting of the Board of Directors at which a quorum is present, or by all of the directors then-seated by written consent without meeting, shall be the action of the Board of Directors. Any action that may be taken at any meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed and delivered to the Managers by directors having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all of the directors entitled to vote thereon were present and voted.

6.5 Limited Liability

The rights and powers of a member of the Board of Directors, in his capacity as a director, shall not exceed the rights and powers that a member of a manager-managed limited liability company could exercise under the Act. Except to the extent (if any) otherwise required by the Act, no director shall be liable for the debts, liabilities, contracts or any other obligations of the Company.

7. ROLE OF MEMBERS

7.1 Rights and Powers

The Members shall have the powers reserved to them in this Agreement or in the Act.

7.2 Limited Liability

Except to the extent (if any) otherwise required in the Act, no Member shall be liable for the debts, liabilities, contracts or any other obligations of the Company.

7.3 No Partition

No Member or director shall, either directly or indirectly, take any action to require partition of the Company or of any of its property or to cause the sale of any of such property, nor shall any Manager do so without the approval of the Board of Directors.

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8. MEETINGS OF MEMBERS

8.1 Required Meetings

The Member or Members shall hold meetings at such times as it or they may unanimously agree in writing, but shall not be required to meet at any fixed time. At any such meeting, Members holding a majority in Interest shall constitute a quorum. No action can be taken by the Members at a meeting after a quorum ceases to be present at the meeting. The failure of the Company to observe any corporate formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Members for liabilities of the Company.

8.2 Procedure 8.2(a) Location

Unless all of the Members agree otherwise in writing, meetings of Members shall be held at the chief executive office of the Initial Member in California (or at any other place in the County of Los Angeles, State of California, selected by the Board of Directors and specifically identified in the notice of the meeting), so long as the meeting place has adequate facilities to permit participation by telephone conference call.

8.2(b) Call

A meeting of the Members may be called by any Manager, or by any Member or Members representing more than 10% of the Interests for the purpose of addressing any matters on which the Members may vote.

8.2(c) Notice

(1) Whenever Members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given pursuant to Article 12 (Other Provisions) not less than 10 days nor more than 60 days before the date of the meeting to each Member entitled to vote at the meeting. The notice shall state the place, date, and hour of the meeting and the general nature of the business to be transacted. No other business may be transacted at this meeting.

(2) An affidavit of mailing of any notice or report in accordance with the provisions of this paragraph, signed by a Manager, shall be prima facie evidence of the giving of the notice or report.

(3) Upon written request to a Manager by any person entitled to call a meeting of Members, the Manager shall immediately cause notice to be given to the Members entitled to vote that a meeting will be held at a time requested by the person calling the meeting, not less than 10 days nor more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the person entitled to call the meeting may give the notice or, upon the application of that person, the superior court of the county in California in which the principal office of the Company is located shall summarily order the giving of the notice, after notice to the Company affording it an opportunity to be heard. The court may issue any order as may be appropriate, including an order designating the time and place of the meeting, the record date for determination of members entitled to vote, and the form of notice.

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8.2(d) Adjourned Meetings

When a meeting of Members is adjourned to another time or place, unless the articles of organization or this Agreement otherwise require and, except as provided in this paragraph, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Company may transact any business that may have been transacted at the original meeting. If the adjournment is for more than 45 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member of record entitled to vote at the meeting.

8.2(e) Waiver of Notice

The actions taken at any meeting of Members, however called and noticed, and wherever held, have the same validity as if taken at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the Members entitled to vote, not present in person or by proxy, signs a written waiver of notice or consents to the holding of the meeting or approves the minutes of the meeting. All waivers, consents, and approvals shall be filed with the Company records or made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of the meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required by this title to be included in the notice but not so included, if the objection is expressly made at the meeting. Neither the business to be transacted nor the purpose of any meeting of Members need be specified in any written waiver of notice, unless otherwise provided in the articles of organization or operating agreement, except as provided in paragraph (g) below.

8.2(f) Participation by Telephone Conference Call

Members may participate in a meeting of Members through the use of conference telephones or similar communications equipment, as long as all Members participating in the meeting can hear one another. Participation in a meeting pursuant to this provision constitutes presence in person at that meeting.

8.2(g) Nature of Proposal

Any action approved at a meeting, other than by unanimous approval of those entitled to vote, shall be valid only if the general nature of the proposal so approved was stated in the notice of meeting (or at the previous meeting) or in any written waiver of notice.

8.2(h) Quorum

A majority in Interest of the Members represented in person or by proxy shall constitute a quorum at a meeting of Members. In the absence of a quorum, any meeting of Members may be adjourned from time to time by the vote of a majority of the Interest represented either in person or by proxy, but no other business may be transacted.

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8.2(i) Written Action Without Meeting

Any action that may be taken at any meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed and delivered to the Managers within 60 days of the record date for that action by Members having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all Members entitled to vote thereon were present and voted.

(1) Unless the consents of all Members entitled to vote have been solicited in writing, (A) notice of any Member approval of an amendment to the articles of organization or this Agreement, a dissolution of the Company, or a merger of the Company, without a meeting by less than unanimous written consent shall be given at least 10 days before the consummation of the action authorized by such approval, and (B) prompt notice shall be given of the taking of any other action approved by...

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-- ClifCox - 22 Aug 2021