Common use of Actions by the Members Clause in Contracts

Actions by the Members. (a) Except as otherwise permitted by this Agreement (including Section 3.2(e) below), all actions of the Members shall be taken at meetings of the Members which may be called by any Member for any reason and shall be called by the Managing Member within ten (10) calendar days following the written request of a Member. The Members may conduct any Company business at any such meeting that is permitted under the Act or this Agreement. Meetings shall be at a reasonable time and place. Accurate minutes of any meeting shall be taken and filed with the minute books of the Company. Following each meeting, the minutes of the meeting shall be sent promptly to each Member. (b) Members may participate in any meeting of the Members by means of conference telephone or other communications equipment so that all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting. (c) The presence in person or by proxy of Members owning more than 50% of the aggregate Class A Membership Interests and more than 50% of the aggregate Class B Membership Interests shall constitute a quorum for purposes of transacting business at any meeting of the Members. (d) Written notice stating the place, day and hour of the meeting of the Members, and the purpose or purposes for which the meeting is called, shall be delivered by or at the direction of the Managing Member, to each Member of record entitled to vote at such meeting not less than five (5) Business Days nor more than thirty (30) calendar days prior to the meeting. Notwithstanding the foregoing, meetings of the Members may be held without notice so long as all the Members are present in person or by proxy. (e) Any action may be taken by the Members without a meeting if such action is authorized or approved by the written consent of Members representing sufficient Membership Interests to authorize or approve such action pursuant to this Agreement at a meeting of all of the Members. The Members may conduct any Company business or take any action required of Members under this Agreement through written consent. Where action is authorized by written consent no prior notice is required, and no meeting of Members needs to be called or noticed. A copy of any action taken by written consent must be sent promptly to all Members, and all actions by written consent shall be filed with the minute books of the Company. (f) The Managing Member is hereby authorized by the Members to take any and all actions on behalf of the Company subject, in the case of Major Decisions and any transaction with an Interested Member, to the approval requirements in Section 8.3. (g) The voting power of each Membership Interest for purposes of any vote, consent or approval of Members required under this Agreement or the Act shall be as follows: (i) each Class A Membership Interest shall entitle its holder to one vote; (ii) each Class B Membership Interest shall entitle its holder to one vote; and (iii) each Member shall cast all of its votes of a particular class as one block of votes.

Actions by the Members. (a) Except as otherwise permitted by this Agreement (including Section 3.2(e) below), all actions of the Members shall be taken at meetings of the Members which may be called by any Member for any reason and shall be called by the Managing Member within ten (10) calendar 10 days following the written request of a Member. The Members may conduct any Company business at any such meeting that is permitted under the Act or this Agreement. Meetings shall be at a reasonable time and place. Accurate minutes of any meeting shall be taken and filed with the minute books of the Company. Following each meeting, the minutes of the meeting shall be sent promptly to each Member. (b) Members may participate in any meeting of the Members by means of conference telephone or other communications equipment so that all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting. (c) The presence in person or by proxy of Members owning more than 50% of the aggregate Class A Membership Interests and more than 50% of the aggregate Class B Membership Interests shall constitute a quorum for purposes of transacting business at any meeting of the Members; provided that, in the event that a quorum is not present or otherwise represented at a meeting of the Members duly called in accordance with this Section 3.2, the Members present at such meeting shall have the power to adjourn such meeting and to call another meeting no fewer than 10 days nor more than 15 days from such meeting (and notice thereof shall be promptly provided to all Members by the Managing Member) and the Members present at such second meeting shall constitute a quorum. For the avoidance of doubt, no Major Decision shall be agreed at any meeting, or otherwise taken, without a Class Majority Vote. (d) Written notice stating the place, day and hour of the meeting of the Members, and the purpose or purposes for which the meeting is called, shall be delivered by or at the direction of the Managing MemberMember or of the Member calling such meeting, to each Member of record entitled to vote at such meeting not less than five (5) Business Days nor more than thirty (30) calendar 30 days prior to the meeting. Notwithstanding the foregoing, meetings of the Members may be held without notice so long as all the Members are present in person or by proxy. (e) Any action may be taken by the Members without a meeting if such action is authorized or approved by the written consent of Members representing sufficient Membership Interests to authorize or approve such action pursuant to this Agreement at a meeting of all of the MembersAgreement. The Members may conduct any Company business or take any action required of Members under this Agreement through written consent. Where action is authorized by written consent no prior notice is required, required and no meeting of Members needs to be called or noticed. A copy of any action taken by written consent must be sent promptly to all Members, Members and all actions by written consent shall be filed with the minute books of the Company. (f) The Managing Member is hereby authorized by the Members to take any and all actions on behalf of the Company subject, in the case of Major Decisions and any transaction with an Interested Member, to the approval requirements in Section 8.3. (g) The voting power of each Each Class A Membership Interest and each Class B Membership Interest shall be entitled to one vote for purposes of any vote, consent or approval of Members required under this Company LLC Agreement or the Act. With respect to those matters required or permitted to be voted upon by the Members, or for which a consent or approval of Members is required or permitted, the affirmative vote, consent or approval of Members owning more than 50% of the outstanding Membership Interests (the “Majority Vote”) shall be required to authorize or approve any such matter; provided that for Major Decisions (such term being used as defined prior to, or following, the Flip Date, as the case may be) the affirmative vote, consent or approval of more than 50% of the outstanding Class A Membership Interests and of more than 50% of the outstanding Class B Membership Interests shall be required to authorize or approve such Major Decision in addition to any other approval required by this Agreement or the Act (a “Class Majority Vote”). Except as otherwise expressly provided in this Agreement, no separate vote, consent or approval of either Class A Members acting as a class, or Class B Members acting as a class, shall be as follows: (i) each Class A Membership Interest shall entitle its holder required to one authorize or approve any matter for which a vote; (ii) each Class B Membership Interest shall entitle its holder to one vote; and (iii) each Member shall cast all , consent or approval of its votes of a particular class as one block of votesMembers is required under this Agreement.

Actions by the Members. (a) Except as otherwise permitted Either Member may initiate a request that the Members approve any matter or take any other action respecting the business and affairs of the Company which is required for Approval by the Members pursuant to this Agreement (including Section 3.2(e) below), all actions Agreement. Any such request may be made at a regularly scheduled meeting of the Members shall or in writing. Any written request must be taken at meetings labeled "REQUEST FOR ACTION BY MEMBERS" and must include a narrative explanation of the Members approval or action which may is being requested. If pursuant to such a request the Member desires to schedule a special meeting of the Members, such request must be called by any Member for any reason and shall be called received by the Managing other Member within at least ten (10) calendar days following prior to the proposed date for such special meeting. Conversely, a Member receiving a request for approval or action by the Members which does not request that a special meeting be held may then request a special meeting by written notice to the other Member which must be received at least five (5) calendar days before the date proposed for such special meeting. Each Member shall use its best efforts to comply with a request of by the other Member that a Member. The Members may conduct any Company business at any such meeting that is permitted under the Act or this Agreement. Meetings shall be at a reasonable time and place. Accurate minutes of any meeting shall be taken and filed with the minute books of the Company. Following each meeting, the minutes of the meeting shall be sent promptly to each Member. (b) Members may participate in any special meeting of the Members be held. If there is a need for any approval or action by means the Members and no special meeting therefor is requested by either Member, the representatives of conference telephone the Members shall use their best efforts to respond within ten (10) days after the date the representatives are notified of the need for such approval or other communications equipment so that all persons participating action either in the meeting can hear each other writing or by any other means permitted by law. Such participation shall constitute presence in person at such meeting. (c) The presence in person or by proxy of Members owning more than 50% of the aggregate Class A Membership Interests and more than 50% of the aggregate Class B Membership Interests shall constitute a quorum for purposes of transacting business at any regularly scheduled meeting of the Members. . If a representative has not responded within said ten (d10) Written notice stating day period or if a special meeting has been properly requested with respect to such proposed approval or other action but has not been held within ten (10) days after the placedate requested for such special meeting, day and hour then the Member requesting such approval or other action may at any time thereafter notify the other Member that failure of the meeting of the Members, and the purpose or purposes for which the meeting is called, shall be delivered by or at the direction of the Managing such other Member, 's representative to each Member of record entitled to vote at such meeting not less than five respond within fourteen (5) Business Days nor more than thirty (3014) calendar days prior after such notice shall be deemed to the meeting. Notwithstanding the foregoing, meetings be approval by such other Member of the Members may matter or action requested. Such notice must be held without notice so long as all the Members are present in person or by proxy. (e) Any action may be taken by the Members without labeled "FAILURE TO ACT BY MEMBER REPRESENTATIVE" and must include a meeting if such action is authorized or approved by the written consent of Members representing sufficient Membership Interests to authorize or approve such action pursuant to this Agreement at a meeting of all narrative explanation of the Membersapproval or action which is being requested. The Members may conduct any Company business If the other Member's representative fails to respond within said 14-day period, such matter or take any action required of Members under this Agreement through written consent. Where action is authorized by written consent no prior notice is required, and no meeting of Members needs to be called or noticed. A copy of any action taken by written consent must be sent promptly to all Members, and all actions by written consent requested shall be filed with the minute books of the CompanyApproved. (f) The Managing Member is hereby authorized by the Members to take any and all actions on behalf of the Company subject, in the case of Major Decisions and any transaction with an Interested Member, to the approval requirements in Section 8.3. (g) The voting power of each Membership Interest for purposes of any vote, consent or approval of Members required under this Agreement or the Act shall be as follows: (i) each Class A Membership Interest shall entitle its holder to one vote; (ii) each Class B Membership Interest shall entitle its holder to one vote; and (iii) each Member shall cast all of its votes of a particular class as one block of votes.

Actions by the Members. (a) Except as otherwise permitted by this Agreement (including Section 3.2(e) below), all actions of the Members shall be taken at meetings of the Members which may be called by any Member for any reason and shall be called by the Managing Member within ten (10) calendar days following the written request of a Member. The Members may conduct any Company business at any such meeting that is permitted under the Act or this Agreement. Meetings shall be at a reasonable time and place. Accurate minutes of any meeting shall be taken and filed with the minute books of the Company. Following each meeting, the minutes of the meeting shall be sent promptly to each Member. (b) Members may participate in any meeting of the Members by means of conference telephone or other communications equipment so that all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting. (c) The presence in person or by proxy of Members owning more than 50% 50 percent of the aggregate Class A Membership Interests and more than 50% 50 percent of the aggregate Class B Membership Interests shall constitute a quorum for purposes of transacting business at any meeting of the Members. (d) Written notice stating the place, day and hour of the meeting of the Members, and the purpose or purposes for which the meeting is called, shall be delivered by or at the direction of the Managing Member, to each Member of record entitled to vote at such meeting not less than five (5) Business Days nor more than thirty (30) calendar 30 days prior to the meeting. Notwithstanding the foregoing, meetings of the Members may be held without notice so long as all the Members are present in person or by proxy. (e) Any action of the Members that may be taken at a meeting of the Members may be taken by the Members without a meeting if such action is proposed by written notice to the Members as provided in this Section 3.2(e) and is authorized or approved by the written consent of Members representing sufficient Membership Interests (based on voting power of such Membership Interests) to authorize or approve such action pursuant to this Agreement Agreement. Written notice stating the proposed Member action, authorization or approval to be considered, together with relevant materials and information reasonably necessary for the Members to consider such action, authorization or approval, shall be delivered by or at a meeting of all the direction of the Members. The Members may conduct any Company business Managing Member to each Member of record entitled to vote on such matter not less than five Business Days nor more than 30 days prior to the time that such action, authorization or approval is proposed to take any action required of Members under this Agreement through written consenteffect. Where such action by written consent is authorized by unanimous written consent consent, no such prior notice is required, and no meeting of Members needs to be called or noticed. A copy of any action taken by written consent must be sent promptly to all Members, Members and all actions by written consent shall be filed with the minute books of the Company. (f) The Managing Member is hereby authorized With respect to those matters required or permitted to be voted upon by the Members, or for which a consent or approval of Members to take any and all actions on behalf is required or permitted, the affirmative vote, consent or approval of Members owning more than 50 percent of the Company subjectoutstanding Membership Interests (based on voting power of such Membership Interests) (the “Majority Vote”) shall be required to authorize or approve any such matter; provided that, for (i) Major Decisions prior to the Flip Date and (ii) Fundamental Decisions at any time during the term hereof, the affirmative vote, consent (including, without limitation in the form provided in Section 8.3(b) or 8.4(b) of this Agreement, as applicable) or approval of Class A Members owning more than 50 percent of the outstanding Class A Membership Interests and Class B Members owning more than 50 percent of the outstanding Class B Membership Interests shall be required to authorize or approve such Major Decision or Fundamental Decision, as applicable, in addition to any other approval required by this Agreement or the case Act (each a “Super-Majority Vote”). Except as otherwise expressly provided in this Agreement, no separate vote, consent or approval of Major Decisions and either the Class A Members, acting as a class, or the Class B Members, acting as a class, shall be required to authorize or approve any transaction with an Interested Membermatter for which a vote, to the consent or approval requirements in Section 8.3of Members is required under this Agreement. (g) The voting power of each Membership Interest for purposes of any vote, consent or approval of Members required under this Agreement or the Act shall be as follows: (i) each Class A Membership Interest shall entitle its holder be entitled to one vote;three votes; and (ii) each Class B Membership Interest shall entitle its holder be entitled to one vote; and (iii) each Member shall cast all of its votes of a particular class as one block of votes.

Actions by the Members. (a) Except as otherwise permitted by this Company LLC Agreement (including Section 3.2(e) below)), all actions of the Members shall be taken at meetings of the Members which may be called by any Member for any reason and without further action by the Managing Member and, in the alternative, shall be called by the Managing Member within ten (10) calendar 10 days following the written request of a Member. The Members may conduct any Company business at any such meeting that is permitted under the Act or this Company LLC Agreement, whether such meeting is called by the Managing Member or by any Member. Meetings All meetings shall be at a reasonable time and place. Accurate minutes of any meeting shall be taken and filed with the minute books of the Company. Following each meeting, the minutes of the meeting shall be sent promptly to each Member. (b) Members may participate in any meeting of the Members by means of conference telephone or other communications equipment so that all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting. (c) The presence in person or by proxy of Members owning more than 50% 50 percent of the aggregate Class A Membership Interests and more than 50% 50 percent of the aggregate Class B Membership Interests shall constitute a quorum for purposes of transacting business at any meeting of the MembersMembers provided, that in the event a quorum is not present or otherwise represented at a meeting of the Members duly called in accordance with this Section 3.2(c), the Members present at such a meeting shall have the power to adjourn such meeting and to call another meeting no fewer than 10 days nor more than 15 days from such meeting (and notice thereof shall be promptly provided to all Members by the Managing Member (and the Members present at such second meeting shall be deemed to constitute a quorum). For the avoidance of doubt, no Major Decision shall be agreed at any meeting, or otherwise taken, without a Class Majority Vote. (d) Written notice stating the place, day and hour of the meeting of the Members, and the purpose or purposes for which the meeting is called, shall be delivered by or at the direction of the Managing MemberMember or of the Member calling such meeting, to each Member of record entitled to vote at such meeting not less than five (5) 5 Business Days nor more than thirty (30) calendar 30 days prior to the meeting. Notwithstanding the foregoing, meetings of the Members may be held without notice so long as all the Members are present in person or by proxy. (e) Any action may be taken by the Members without a meeting if such action is authorized or approved by the written consent of Members representing sufficient Membership Interests to authorize or approve such action pursuant to this Agreement at a meeting of all of the MembersCompany LLC Agreement. The Members may conduct any Company business or take any action required of Members under this Company LLC Agreement through written consent. Where action is authorized by written consent no prior notice is required, required and no meeting of Members needs to be called or noticed. A copy of any action taken by written consent must shall be sent promptly to all Members, Members and all actions by written consent shall be filed with the minute books of the Company. (f) The Managing Member is hereby authorized by the Members to take any and all actions on behalf of the Company subject, in the case of Major Decisions and any transaction with an Interested Member, to the approval requirements in Section 8.3. (g) The voting power of each Each Class A Membership Interest and each Class B Membership Interest shall be entitled to one vote for purposes of any vote, consent or approval of Members required under this Company LLC Agreement or the Act. With respect to those matters required or permitted to be voted upon by the Members, or for which a consent or approval of Members is required or permitted, the affirmative vote, consent or approval of Members owning more than 50 percent of the outstanding Membership Interests (the “Majority Vote”) shall be required to authorize or approve any such matter; provided that for Major Decisions (such term being used as defined prior to, or following, the Flip Date, as the case may be) the affirmative vote, consent or approval of Members owning more than 50 percent of each of the outstanding Class A Membership Interests of the Company and the outstanding Class B Membership Interests of the Company, voting as separate classes, shall be required to authorize or approve such Major Decision in addition to any other approval required by this Company LLC Agreement or the Act (a “Class Majority Vote”). Prior to the Second Equity Capital Contribution, the consent of a Class B Member with respect to a requested Major Decision shall not be unreasonably withheld. Except for a Class Majority Vote or as otherwise expressly provided in this Company LLC Agreement, no separate vote, consent or approval of either Class A Members, acting as a class, or Class B Members, acting as a class, shall be as follows: (i) each Class A Membership Interest shall entitle its holder required to one authorize or approve any matter for which a vote; (ii) each Class B Membership Interest shall entitle its holder to one vote; and (iii) each Member shall cast all , consent or approval of its votes of a particular class as one block of votesMembers is required under this Company LLC Agreement.

Actions by the Members. (a) Except as otherwise permitted by this Agreement (including Section 3.2(e) below), all actions of the Members shall be taken at meetings of the Members which may be called by any Member for any reason and shall be called by the Managing Member within ten (10) calendar days following the written request of a Member. The Members may conduct any Company business at any such meeting that is permitted under the Act or this Agreement. Meetings shall be at a reasonable time and place. Accurate minutes of any meeting shall be taken and filed with the minute books of the Company. Following each meeting, the minutes of the meeting shall be sent promptly to each Member. (b) Members may participate in any meeting of the Members by means of conference telephone or other communications equipment so that all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting. (c) The presence in person or by proxy of Members owning more than 50% of the aggregate Class A Membership Interests and more than 50% of the aggregate Class B Membership Interests shall constitute a quorum for purposes of transacting business at any meeting of the Members; provided that in the event that a quorum is not present or otherwise represented at a meeting of the Members duly called in accordance with this Section 3.2, the Members present at such meeting shall have the power to adjourn such meeting and to call another meeting no fewer than 10 days nor more than 15 days from such meeting (and notice thereof shall be promptly provided to all Members by the Managing Member) and the Members present at such second meeting shall constitute a quorum, provided, that there is at least one Class A Member and at least one Class B Member present at such second meeting. (d) Written notice stating the place, day and hour of the meeting of the Members, and the purpose or purposes for which the meeting is called, shall be delivered by or at the direction of the Managing Member, to each Member of record entitled to vote at such meeting not less than five (5) Business Days nor more than thirty (30) calendar 30 days prior to the meeting. Notwithstanding the foregoing, meetings of the Members may be held without notice so long as all the Members are present in person or by proxy. (e) Any action may be taken by the Members without a meeting if such action is authorized or approved by the written consent of Members representing sufficient Membership Interests to authorize or approve such action pursuant to this Agreement at a meeting of all of the MembersAgreement. The Members may conduct any Company business or take any action required of Members under this Agreement through written consent. Where action is authorized by written consent no prior notice is required, required and no meeting of Members needs to be called or noticed. A copy of any action taken by written consent must be sent promptly to all Members, Members and all actions by written consent shall be filed with the minute books of the Company. (f) The Managing Member is hereby authorized by the Members to take any and all actions on behalf of the Company subject, in the case of Major Decisions and any transaction with an Interested Member, to the approval requirements in Section 8.3. (g) The voting power of each Each Class A Membership Interest and each Class B Membership Interest shall be entitled to one vote for purposes of any vote, consent or approval of Members required under this Agreement or the Act shall Act. With respect to those matters required or permitted to be as follows: voted upon by the Members, or for which a consent or approval of Members is required or permitted, the affirmative vote, consent or approval of (i) each the Class A Members owning 50% or more of the outstanding Membership Interests (based on the voting power of such Class A Membership Interest shall entitle its holder to one vote; Interests) and (ii) each the Class B Members owning 50% or more of the outstanding Membership Interests (based on the voting power of such Class B Membership Interest Interests) (such cumulative vote being a “Majority Vote”) shall entitle its holder be required to one authorize or approve any such matter; provided that for Major Decisions prior to the Flip Date, the affirmative vote, consent or approval of Members owning more than 90% of the outstanding Membership Interests (based on the voting power of such Membership Interests) shall be required to authorize or approve such Major Decision in addition to any other approval otherwise required by this Agreement or the Act (a “Super-Majority Vote”); and provided further, that, following the Flip Date, the approval of (iiiA) each Member the Members representing a Super-Majority Vote shall cast all be required for Special Major Decisions and (B) the Members representing a Majority Vote shall be required for the other Major Decisions. Except as otherwise expressly provided in this Agreement, no separate vote, consent or approval of its votes either Class A Members acting as a class, or Class B Members acting as a class, shall be required to authorize or approve any matter for which a vote, consent or approval of a particular class as one block of votesMembers is required under this Agreement.

Actions by the Members. (ai) Except as otherwise permitted Either Member may initiate a request that the Members approve any matter or take any other action respecting the business and affairs of the Company and/or the Partnership which is required for Approval by the Members pursuant to this Agreement (including Section 3.2(e) below), all actions Agreement. Any such request may be made at a regularly scheduled meeting of the Members shall or in writing. Any written request must be taken at meetings labeled "REQUEST FOR ACTION BY MEMBERS" and must include a narrative explanation of the Members approval or action which may is being requested. If pursuant to such a request the Member desires to schedule a special meeting of the Members, such request must be called by any Member for any reason and shall be called received by the Managing other Member within at least ten (10) calendar days following prior to the proposed date for such special meeting. Conversely, a Member receiving a request for Approval or action by the Members which does not request that a special meeting be held may then request a special meeting by written notice to the other Member which must be received at least five (5) calendar days before the date proposed for such special meeting. Each Member shall use its best efforts to comply with a request of by the other Member that a Member. The Members may conduct any Company business at any such meeting that is permitted under the Act or this Agreement. Meetings shall be at a reasonable time and place. Accurate minutes of any meeting shall be taken and filed with the minute books of the Company. Following each meeting, the minutes of the meeting shall be sent promptly to each Member. (b) Members may participate in any special meeting of the Members by means of conference telephone or other communications equipment so that all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meetingbe held. (cii) The presence in person If there is a need for any Approval or action by proxy of the Members owning more than 50% and no special meeting therefor is requested by either Member, the representatives of the aggregate Class A Membership Interests and more than 50% Members shall use their best efforts to respond within ten (10) business days after the date the representatives are notified of the aggregate Class B Membership Interests shall constitute need for such Approval or other action either in writing or at a quorum for purposes of transacting business at any regularly scheduled meeting of the Members. . If a representative has not responded within said ten (d10) Written business day period or if a special meeting has been properly requested with respect to such proposed Approval or other action but has not been held within ten (10) days after the date requested for such special meeting, then the Member requesting such Approval or other action may at any time thereafter notify the other Member that failure of such other Member's representative to respond within ten (10) business days after such notice stating the place, day and hour shall be deemed to be Approval by such other Member of the meeting matter or action requested. Such notice must be labeled "FAILURE TO ACT BY MEMBER REPRESENTATIVE" and must include a narrative explanation of the MembersApproval or action which is being requested. If the other Member's representative fails to respond within said ten (10) business day period, and the purpose such matter or purposes for which the meeting is called, action requested shall be delivered by or at the direction of the Managing Member, to each Member of record entitled to vote at such meeting not less than five (5) Business Days nor more than thirty (30) calendar days prior to the meeting. Notwithstanding the foregoing, meetings of the Members may be held without notice so long as all the Members are present in person or by proxydeemed Approved. (e) Any action may be taken by the Members without a meeting if such action is authorized or approved by the written consent of Members representing sufficient Membership Interests to authorize or approve such action pursuant to this Agreement at a meeting of all of the Members. The Members may conduct any Company business or take any action required of Members under this Agreement through written consent. Where action is authorized by written consent no prior notice is required, and no meeting of Members needs to be called or noticed. A copy of any action taken by written consent must be sent promptly to all Members, and all actions by written consent shall be filed with the minute books of the Company. (f) The Managing Member is hereby authorized by the Members to take any and all actions on behalf of the Company subject, in the case of Major Decisions and any transaction with an Interested Member, to the approval requirements in Section 8.3. (g) The voting power of each Membership Interest for purposes of any vote, consent or approval of Members required under this Agreement or the Act shall be as follows: (i) each Class A Membership Interest shall entitle its holder to one vote; (ii) each Class B Membership Interest shall entitle its holder to one vote; and (iii) In order for the other Member's representative to be deemed to have responded, the representative must affirmatively agree to the Approval or other action (or have failed to respond within the time frame identified in subparagraph (ii)), or deny same. If the other Member's representative denies the Approval or other action, he must specify his reasons for doing so and suggest an alternative to the Approval or action in question. In such event, the time frames and sequence of events previously specified in subparagraph (ii) of this Section shall apply. The Member who initiated the request for Approval or other action shall have ten (10) business days within which to respond to the counterproposal. If the Member has not responded within said ten (10) business day period, then the Member suggesting the alternative may notify the other Member that failure to respond shall be deemed Approval, in accordance with the procedure previously set forth. If the parties are unable to agree on the Approval or other action after following the sequence outlined, then each Member shall cast all of its votes of a particular class as one block of voteshave the right to pursue any rights or remedies that may be set forth herein or available at law or in equity.

Actions by the Members. (a) Except as otherwise permitted by this Agreement (including Section 3.2(e) below), all actions of the Members shall be taken at meetings of the Members which may be called by any Member for any reason and shall be called by the Managing Member within ten (10) calendar days following the written request of a Member. The Members may conduct any Company business at any such meeting that is permitted under the Act or this Agreement. Meetings shall be at a reasonable time and place. Accurate minutes of any meeting shall be taken and filed with the minute books of the Company. Following each meeting, the minutes of the meeting shall be sent promptly to each Member. (b) Members may participate in any meeting of the Members by means of conference telephone or other communications equipment so that all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting. (c) The presence in person or by proxy of Members owning more than 50% 50 percent of the aggregate Class A Membership Interests and more than 50% 50 percent of the aggregate Class B Membership Interests shall constitute a quorum for purposes of transacting business at any meeting of the Members. (d) Written notice stating the place, day and hour of the meeting of the Members, and the purpose or purposes for which the meeting is called, shall be delivered by or at the direction of the Managing Member, to each Member of record entitled to vote at such meeting not less than five (5) Business Days nor more than thirty (30) calendar 30 days prior to the meeting. Notwithstanding the foregoing, meetings of the Members may be held without notice so long as all the Members are present in person or by proxy. (e) Any action may be taken by the Members without a meeting if such action is authorized or approved by the written consent of Members representing sufficient Membership Interests to authorize or approve such action pursuant to this Agreement at a meeting of all of the MembersAgreement. The Members may conduct any Company business or take any action required of Members under this Agreement through written consent. Where action is authorized by written consent no prior notice is required, required and no meeting of Members needs to be called or noticed. A copy of any action taken by written consent must be sent promptly to all Members, Members and all actions by written consent shall be filed with the minute books of the Company. (f) The Managing Member is hereby authorized With respect to those matters required or permitted to be voted upon by the Members, or for which a consent or approval of Members to take any and all actions on behalf is required or permitted, the affirmative vote, consent or approval of Members owning more than 50 percent of the Company subjectoutstanding Membership Interests (based on voting power of such Membership Interests) (the “Majority Vote”) shall be required to authorize or approve any such matter; provided that, for Major Decisions prior to the Flip Date, the affirmative vote, consent (including, without limitation in the case of Major Decisions and any transaction with an Interested Member, to the approval requirements form provided in Section 8.38.3(b) of this Agreement) or approval of Members owning more than eighty-five percent (85%) of the outstanding Membership Interests (based on voting power of such Membership Interests) shall be required to authorize or approve such Major Decision in addition to any other approval required by this Agreement or the Act (each a “Super-Majority Vote”). Except as otherwise expressly provided in this Agreement, no separate vote, consent or approval of either Class A Members, acting as a class, or Class B Members, acting as a class, shall be required to authorize or approve any matter for which a vote, consent or approval of Members is required under this Agreement. Well drillings or well maintenance for which funds are available in any reserve established for such purpose shall not constitute Major Decisions, notwithstanding the fact that such drillings or maintenance were not in any Annual Budget or approved operating budget for a Project Company. (g) The voting power of each Membership Interest for purposes of any vote, consent or approval of Members required under this Agreement or the Act shall be as follows: (i) each Class A Membership Interest shall entitle its holder be entitled to one vote;three votes; and (ii) each Class B Membership Interest shall entitle its holder be entitled to one vote; and (iii) each Member shall cast all of its votes of a particular class as one block of votes.

Actions by the Members. (a) Except as otherwise permitted by this Agreement (including Section 3.2(e) below), all actions of the Members shall be taken at meetings of the Members which may be called requested by any Member for any reason and shall be called by the Managing Member within ten (10) calendar 10 days following the written request of a Member. The Members may conduct any Company business at any such meeting that is permitted under the Act or this Agreement. Meetings shall be at a reasonable time and place. Accurate minutes of any meeting shall be taken and filed with the minute books of the Company. Following each meeting, the minutes of the meeting shall be sent promptly to each Member. (b) Members may participate in any meeting of the Members by means of conference telephone or other communications equipment so that all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting. (c) The presence in person or by proxy of Members owning more than 50% of the aggregate Class A Membership Interests and more than 50% of the aggregate Class B Membership Interests shall constitute a quorum for purposes of transacting business at any meeting of the Members; provided that, in the event that a quorum is not present at or otherwise represented at a meeting of the Members duly called in accordance of this Section 3.2, the Managing Member may call a second meeting to occur no sooner than five (5) Business Days nor later than ten (10) Business Days after such notice from the Managing Member, and if a quorum is not present at such second meeting, the Members in attendance may, nonetheless, approve any actions reasonably necessary to protect the assets or ongoing revenue of the Company. For the avoidance of doubt, no Major Decision shall be agreed at any meeting, or otherwise taken, without a Class Majority Vote. (d) Written notice stating the place, day and hour of the meeting of the Members, and the purpose or purposes for which the meeting is called, shall be delivered by or at the direction of the Managing MemberMember or of the Member calling such meeting, to each Member of record entitled to vote at such meeting not less than five (5) 5 Business Days nor more than thirty (30) calendar 30 days prior to the meeting. Notwithstanding the foregoing, meetings of the Members may be held without notice so long as all the Members are present in person or by proxy. (e) Any action may be taken by the Members without a meeting if such action is authorized or approved by the written consent of Members representing sufficient Membership Interests to authorize or approve such action pursuant to this Agreement at a meeting of all of the MembersAgreement. The Members may conduct any Company business or take any action required of Members under this Agreement through written consent. Where action is authorized by written consent no prior notice is required, required and no meeting of Members needs to be called or noticed. A copy of any action taken by written consent must be sent promptly to all Members, Members and all actions by written consent shall be filed with the minute books of the Company. (fi) The Managing Member is hereby authorized by the Members to take any and all actions on behalf of the Company subject, in the case of Major Decisions and any transaction with an Interested Member, to the approval requirements in Section 8.3. (g) The voting power of each Each Class A Membership Interest shall be entitled to one vote and (ii) each Class B Membership Interest shall be entitled to one vote for purposes of any vote, consent or approval of Members required under this Agreement or the Act Act. With respect to those matters required or permitted to be voted upon by the Members, or for which a consent or approval of Members is required or permitted, the affirmative vote, consent or approval of Members owning more than 50% of the outstanding Membership Interests (the “Majority Vote”) shall be as follows: (i) each required to authorize or approve any such matter; provided that for Major Decisions the affirmative vote, consent or approval of more than 50% of the outstanding Class A Membership Interest shall entitle its holder to one vote; (ii) each Interests and more than 50% of the outstanding Class B Membership Interest Interests shall entitle its holder be required to one authorize or approve such Major Decision in addition to any other approval required by this Agreement or the Act (a “Class Majority Vote”); and provided further, that for the matters set forth in Section 8.1(b) of this Agreement, the affirmative vote; and , consent or approval of more than 50% of the outstanding Class A Membership Interests and Class B Membership Interests (iii) each Member as applicable), voting separately as a single class, shall cast all be required to authorize or approve such matter. Except as otherwise expressly provided in this Agreement, no separate vote, consent or approval of its votes either Class A Members acting as a class or Class B Members acting as a class, shall be required to authorize or approve any matter for which a vote, consent or approval of a particular class as one block of votesMembers is required under this Agreement.

Actions by the Members. (a) Except as otherwise permitted by this Agreement (including Section 3.2(e) below), all actions of the Members shall be taken at meetings of the Members which may be called by any Member for any reason and shall be called by the Managing Member within ten (10) calendar days following the written request of a Member. The Members may conduct any Company business at any such meeting that is permitted under the Act or this Agreement. Meetings shall be at a reasonable time and place. Accurate minutes of any meeting shall be taken and filed with the minute books of the Company. Following each meeting, the minutes of the meeting shall be sent promptly to each Member. (b) Members may participate in any meeting of the Members by means of conference telephone or other communications equipment so that all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting. (c) The presence in person or by proxy of Members owning more than 50% of the aggregate Class A Membership Interests and more than 50% of the aggregate Class B Membership Interests shall constitute a quorum for purposes of transacting business at any meeting of the Members; provided that in the event that a quorum is not present or otherwise represented at a meeting of the Members duly called in accordance with this Section 3.2, the Members present at such meeting shall have the power to adjourn such meeting and to call another meeting no fewer than 10 days nor more than 15 days from such meeting (and notice thereof shall be promptly provided to all Members by the Managing Member) and the Members present at such second meeting shall constitute a quorum, provided, that there is at least one Class A Member and at least one Class B Member present at such second meeting. (d) Written notice stating the place, day and hour of the meeting of the Members, and the purpose or purposes for which the meeting is called, shall be delivered by or at the direction of the Managing Member, to each Member of record entitled to vote at such meeting not less than five (5) Business Days nor more than thirty (30) calendar 30 days prior to the meeting. Notwithstanding the foregoing, meetings of the Members may be held without notice so long as all the Members are present in person or by proxy. (e) Any action may be taken by the Members without a meeting if such action is authorized or approved by the written consent of Members representing sufficient Membership Interests to authorize or approve such action pursuant to this Agreement at a meeting of all of the MembersAgreement. The Members may conduct any Company business or take any action required of Members under this Agreement through written consent. Where action is authorized by written consent no prior notice is required, required and no meeting of Members needs to be called or noticed. A copy of any action taken by written consent must be sent promptly to all Members, Members and all actions by written consent shall be filed with the minute books of the Company. (f) The Managing Member is hereby authorized by the Members to take any and all actions on behalf of the Company subject, in the case of Major Decisions and any transaction with an Interested Member, to the approval requirements in Section 8.3. (g) The voting power of each Each Class A Membership Interest and each Class B Membership Interest shall be entitled to one vote for purposes of any vote, consent or approval of Members required under this Agreement or the Act shall Act. With respect to those matters required or permitted to be as follows: voted upon by the Members, or for which a consent or approval of Members is required or permitted, the affirmative vote, consent or approval of (i) each the Class A Members owning 50% or more of the outstanding Membership Interests (based on the voting power of such Class A Membership Interest shall entitle its holder to one vote; Interests) and (ii) each the Class B Members owning 50% or more of the outstanding Membership Interests (based on the voting power of such Class B Membership Interest Interests) (such cumulative vote being a “Majority Vote”) shall entitle its holder be required to one authorize or approve any such matter; provided that for Major Decisions prior to the Flip Date, the affirmative vote, consent or approval of Members owning more than ***** of the outstanding Membership Interests (based on the voting power of such Membership Interests) shall be required to authorize or approve such Major Decision in addition to any other approval otherwise required by this Agreement or the Act (a “Super-Majority Vote”); and provided further, that, following the Flip Date, the approval of (iiiA) each Member the Members representing a Super-Majority Vote shall cast all be required for Special Major Decisions and (B) the Members representing a Majority Vote shall be required for the other Major Decisions. Except as otherwise expressly provided in this Agreement, no separate vote, consent or approval of its votes either Class A Members acting as a class, or Class B Members acting as a class, shall be required to authorize or approve any matter for which a vote, consent or approval of a particular class as one block of votesMembers is required under this Agreement.

Actions by the Members. (a) Except as otherwise permitted by this Agreement (including Section 3.2(e) below), all actions of the Members shall be taken at meetings of the Members which may be called requested by any Class B Member or Class C Member for any reason and shall be called by the Managing Member within ten (10) calendar 10 days following the written request of a Class B Member or a Class C Member. The Members may conduct any Company business at any such meeting that is permitted under the Act or this Agreement. Meetings shall be at a reasonable time and place. Accurate minutes of any meeting shall be taken and filed with the minute books of the Company. Following each meeting, the minutes of the meeting shall be sent promptly to each Member. (b) Members may participate in any meeting of the Members by means of conference telephone or other communications equipment so that all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting. (c) The presence in person or by proxy of Members owning more than 50% of the aggregate Class A B Membership Interests and more than 50% of the aggregate Class B C Membership Interests shall constitute a quorum for purposes of transacting business at any meeting of the Members; provided that, in the event that a quorum is not present at or otherwise represented at a meeting of the Members duly called in accordance of this Section 3.2, the Managing Member may call a second meeting to occur no sooner than five (5) Business Days nor later than ten (10) Business Days after such notice from the Managing Member, and if a quorum is not present at such second meeting, the Members in attendance may, nonetheless, approve any actions reasonably necessary to protect the assets or ongoing revenue of the Company. For the avoidance of doubt, no decision or action of the Members (including any Major Decision) shall be agreed at any meeting, or otherwise taken, without a Class Majority Vote. (d) Written notice stating the place, day and hour of the meeting of the Members, and the purpose or purposes for which the meeting is called, shall be delivered by or at the direction of the Managing MemberMember or of the Member calling such meeting, to each Member of record entitled DM_US 164459608-9.107145.0012 to vote at such meeting not less than five (5) 5 Business Days nor more than thirty (30) calendar 30 days prior to the meeting. Notwithstanding the foregoing, meetings of the Members may be held without notice so long as all the Class B Members and Class C Members are present in person or by proxy. (e) Any action may be taken by the Members without a meeting if such action is authorized or approved by the written consent of Members representing sufficient Members owning more than 50% of the outstanding Class B Membership Interests to authorize or approve such action pursuant to this Agreement at a meeting of all plus more than 50% of the Membersoutstanding Class C Membership Interests. The Members may conduct any Company business or take any action required of Members under this Agreement through written consent. Where action is authorized by written consent no prior notice is required, required and no meeting of Members needs to be called or noticed. A copy of any action taken by written consent must be sent promptly to all Members, Members and all actions by written consent shall be filed with the minute books of the Company. (fi) The Managing Member is hereby authorized by the Members No Class A Membership Interest shall be entitled to take any vote, (ii) each Class B Membership Interest shall be entitled to one vote, and all actions on behalf of the Company subject(iii) each Class C Membership Interest shall be entitled to one vote, in the each case of Major Decisions and any transaction with an Interested Member, to the approval requirements in Section 8.3. (g) The voting power of each Membership Interest for purposes of any vote, consent or approval of Members required under this Agreement or the Act shall Act. With respect to those matters required or permitted to be as follows: voted upon by the Members, or for which a consent or approval of Members is required or permitted (i) each Class A Membership Interest shall entitle its holder to one including Major Decisions), the affirmative vote; (ii) each , consent or approval of Members owning more than 50% of the outstanding Class B Membership Interest Interests plus more than 50% of the outstanding Class C Membership Interests shall entitle its holder be required to one vote; and authorize or approve such matters (iiiincluding Major Decisions) each Member shall cast all of its votes of (a particular class as one block of votes“Class Majority Vote”).

Actions by the Members. (a) Except as otherwise permitted by this Agreement (including Section 3.2(e) below), all actions of the Members shall be taken at meetings of the Members which may be called by any Member for any reason and shall be called by the Managing Member within ten (10) calendar 10 days following the written request of a Member. The Members may conduct any Company business at any such meeting that is permitted under the Act or this Agreement. Meetings shall be at a reasonable time and place. Accurate minutes of any meeting shall be taken and filed with the minute books of the Company. Following each meeting, the minutes of the meeting shall be sent promptly to each Member. (b) Members may participate in any meeting of the Members by means of conference telephone or other communications equipment so that all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting. (c) The presence in person or by proxy of Members owning more than 50% of the aggregate Class A Membership Interests and more than 50% of the aggregate Class B Membership Interests shall constitute a quorum for purposes of transacting business at any meeting of the Members.; provided that, in the event that a quorum is not present or otherwise represented at a meeting of the Members duly called in accordance with this Section 3.2, the Members present at such meeting shall have the power to adjourn such meeting and to call another meeting no fewer than 10 days nor more than 15 days from such meeting (and notice thereof shall be promptly provided to all Members by the Managing Member) and the Members present at such second meeting shall constitute a quorum. For the avoidance of doubt, no Major Decision shall be agreed at any meeting, or otherwise taken, without a Class Majority Vote and no Investor Decision may be taken without the prior written consent of Mehetia or implemented without the direction of Mehetia, in each case pursuant to Section 8.4. DM_US 159585344-17.085887.0029 (d) Written notice stating the place, day and hour of the meeting of the Members, and the purpose or purposes for which the meeting is called, shall be delivered by or at the direction of the Managing MemberMember or of the Member calling such meeting, to each Member of record entitled to vote at such meeting not less than five (5) Business Days nor more than thirty (30) calendar 30 days prior to the meeting. Notwithstanding the foregoing, meetings of the Members may be held without notice so long as all the Members are present in person or by proxy. (e) Any action may be taken by the Members without a meeting if such action is authorized or approved by the written consent of Members representing sufficient Membership Interests to authorize or approve such action pursuant to this Agreement at a meeting of all of the MembersAgreement. The Members may conduct any Company business or take any action required of Members under this Agreement through written consent. Where action is authorized by written consent consent, including any Investor Decision, no prior notice is required, required and no meeting of Members needs to be called or noticed. A copy of any action taken by written consent must be sent promptly to all Members, Members and all actions by written consent shall be filed with the minute books of the Company. (f) The Managing Member is hereby authorized by the Members to take any and all actions on behalf of the Company subject, in the case of Major Decisions and any transaction with an Interested Member, to the approval requirements in Section 8.3. (g) The voting power of each Each Class A Membership Interest and each Class B Membership Interest shall be entitled to one vote for purposes of any vote, consent or approval of Members required under this Company LLC Agreement or the Act. With respect to those matters required or permitted to be voted upon by the Members, or for which a consent or approval of Members is required or permitted, the affirmative vote, consent or approval of Members owning more than 50% of the outstanding Membership Interests (the “Majority Vote”) shall be required to authorize or approve any such matter; provided that (i) for Major Decisions (such term being used as defined prior to, or following, the Flip Date, as the case may be) the affirmative vote, consent or approval of more than 50% of the outstanding Class A Membership Interests and of more than 50% of the outstanding Class B Membership Interests shall be required to authorize or approve such Major Decision in addition to any other approval required by this Agreement or the Act shall be as follows: (i) each a “Class A Membership Interest shall entitle its holder to one vote; Majority Vote”), and (ii) each for Investor Decisions the affirmative vote, consent or approval of Mehetia shall be required to authorize or approve such Investor Decision. Except as otherwise expressly provided in this Agreement, no separate vote, consent or approval of either Class A Members acting as a class, or Class B Membership Interest Members acting as a class, shall entitle its holder be required to one authorize or approve any matter for which a vote; and (iii) each Member shall cast all , consent or approval of its votes of a particular class as one block of votesMembers is required under this Agreement.