Common use of Authority of the Board Clause in Contracts

Authority of the Board. The Board shall have the authority to act on behalf of the Company to the maximum extent permitted by the Act. Without limiting the scope of the foregoing, the Board shall have the power on behalf and in the name of the Company to make all decisions and take all actions which they may deem necessary or desirable in connection with its business and affairs, including, without limitation, the following: (a) managing the day-to-day operations of the Company; (b) entering into, making and performing contracts, agreements and other undertakings binding upon the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder; (c) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (d) investing Company funds; (e) maintaining the assets of the Company in good order; (f) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; (g) borrowing money or otherwise incurring indebtedness on such terms and conditions as the Board may deem appropriate and, in connection therewith, hypothecating, encumbering and/or granting security interests in the assets of the Company to secure the repayment of such monies or other indebtedness of the Company, provided that in no event shall any such borrowing be recourse to the Sole Member unless expressly agreed in writing by the Sole Member; (h) executing instruments and documents, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, pledge agreements, security agreements, financing statements, documents providing for the acquisition, mortgaging or disposition of the Company’s property, assignments, bills of sale, leases and any other instruments or documents necessary, in the opinion of the Board or a duly elected or appointed officer of the Company, acting within the scope of his or her authority, to the business of the Company; (i) entering into any and all other agreements with any other person, including, without limitation, the Sole Member, for any purpose in furtherance of the business of the Company, in such form as the Board or a duly elected or appointed officer of the Company, acting within the scope of his or her authority, may approve; (j) the bringing or defending, paying, collecting, compromising, arbitrating, resorting to legal action, or other adjustment of claims or demands of or against the Company; (k) selecting, removing and establishing and changing the authority and responsibility of officers, attorneys, accountants, and other advisers and consultants to the Company; (l) obtaining insurance for the Company; (m) taking all actions necessary to effectuate transactions; and (n) such other matters as may be necessary or advisable in the good faith business judgment of the Board in connection with the operation of the business and conduct of affairs of the company and the accomplishment of the purposes of the Company. The Board Members or their duly authorized appointees or officers of the Company may execute and deliver contracts and agreements on behalf of the Company in furtherance of the foregoing, without the consent of the Sole Member, and otherwise act for and bind the Company. Third parties may conclusively rely upon the act of the Board Members as evidence of the authority of the Board for all purposes in respect of their dealings with the Company.

Authority of the Board. (a) The Board business, property and affairs of the Company shall have be managed under the sole, absolute and exclusive direction of the Board, which may from time to time delegate authority to officers or to others to act on behalf of the Company to the maximum extent permitted by the Act. Without limiting the scope of the foregoing, the Board shall have the power on behalf and in the name of the Company to make all decisions and take all actions which they may deem necessary or desirable in connection with its business and affairs, including, without limitation, the following: (a) managing the day-to-day operations of the Company;Board. (b) entering intoThe Members hereby agree that the Board, making acting without the consent of any Member except as otherwise expressly required by this Agreement, shall be and performing contracts, agreements and other undertakings binding upon hereby is authorized to (i) open bank accounts on behalf of the Company that in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Company on deposit in such accounts, as may be deemed by the Board to be necessary, appropriate or advisable otherwise in furtherance of the purposes best interests of the Company and making all decisions and waivers thereunder; (c) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (d) investing Company funds; (e) maintaining the assets of the Company in good order; (f) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; (g) borrowing money or otherwise incurring indebtedness on such terms and conditions as the Board may deem appropriate and, in connection therewith, hypothecatingexecute any form of required resolution necessary to open any such bank accounts; (ii) to prepare, encumbering and/or granting security interests execute and file with the appropriate authorities such federal, state or local applications, forms and papers on behalf of the Company as may be required by Law or deemed by the Board to be necessary, appropriate or otherwise in the assets best interests of the Company, as applicable; (iii) pay on behalf of the Company any and all fees and expenses incident to and necessary to perfect the organization of the Company; (iv) compromise the obligation of any Member to make a contribution or return of money or other property paid or distributed in contravention of the Act; and (v) admit any Person as an additional Member. Notwithstanding any other provision of this Agreement, the Company, acting by the Board, is hereby authorized to enter into, and to perform its obligations under, the aforementioned agreements, deeds, receipts, certificates, filings and other documents, without any consent of any Member, but such authorization shall not be deemed a restriction on the power of the Company or the Board acting on behalf of the Company to secure the repayment of such monies or other indebtedness of the Companyenter into, provided that in no event shall any such borrowing be recourse and to the Sole Member unless expressly agreed in writing by the Sole Member; (h) executing instruments and documentsperform its obligations under, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, pledge agreements, security agreements, financing statements, documents providing for the acquisition, mortgaging or disposition of the Company’s property, assignments, bills of sale, leases and any other instruments or documents necessary, in the opinion of the Board or a duly elected or appointed officer of the Company, acting within the scope of his or her authority, to the business of the Company; (i) entering into any and all other agreements with any other person, including, without limitation, the Sole Member, for any purpose in furtherance of the business of the Company, in such form as the Board or a duly elected or appointed officer of the Company, acting within the scope of his or her authority, may approve; (j) the bringing or defending, paying, collecting, compromising, arbitrating, resorting to legal action, or other adjustment of claims or demands of or against the Company; (k) selecting, removing and establishing and changing the authority and responsibility of officers, attorneys, accountants, and other advisers and consultants to the Company; (l) obtaining insurance for the Company; (m) taking all actions necessary to effectuate transactions; and (n) such other matters as may be necessary or advisable in the good faith business judgment of the Board in connection with the operation of the business and conduct of affairs of the company and the accomplishment of the purposes on behalf of the Company. The Members agree that the Board Members or their duly authorized appointees or officers of the Company may execute the aforementioned agreements, deeds, receipts, certificates, filings and deliver contracts and agreements other documents on behalf of the Company in furtherance that the Board deems appropriate and that any prior acts of the foregoing, without Company and the consent Board acting on behalf of the Sole MemberCompany, consistent with the foregoing authorizations, are hereby ratified and otherwise act for and confirmed. (c) Each of the Managers in his or her capacity as such shall be considered a “manager” within the meaning of the Act. A Manager acting individually in his or her capacity as such will have the power to bind the Company. Third parties may conclusively rely upon the act of the Board Members as evidence of the authority of the Board for all purposes in respect of their dealings with the Company.

Authority of the Board. The (a) Except as expressly provided in this Agreement, all powers to control and manage the business and affairs of the Company shall be exclusively vested in the Board and the Board may exercise all powers of the Company and do all such lawful acts as are not by statute, the Certificate or this Agreement directed or required to be exercised or done by the Members and in so doing shall have the right and authority to act on behalf of the Company to the maximum extent permitted by the Act. Without limiting the scope of the foregoing, the Board shall have the power on behalf and in the name of the Company to make all decisions and take all actions which they may deem necessary the Board of Directors deems necessary, useful or desirable in connection with its business appropriate for the management and affairsconduct of the business, including, without limitation, including exercising the following: (ai) managing conduct its business, carry on its operations and have and exercise the day-to-day operations powers granted by the LLC Act in any state, territory, district or possession of the United States, or in any foreign country which may be necessary or convenient to effect any or all of the purposes for which it is organized; (ii) acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (biii) entering intooperate, making maintain, finance, improve, construct, own, grant operations with respect to, sell, convey, assign, mortgage, and performing contracts, agreements lease any real estate and other undertakings binding upon the Company that may be any personal property necessary, appropriate convenient, or advisable in furtherance incidental to the accomplishment of the purposes of the Company and making all decisions and waivers thereunderCompany; (civ) opening execute (but not to the exclusion of any Officer having such power) or authorize an Officer of the Company to execute any and maintaining bank all agreements, contracts, documents, certifications, and investment accounts instruments, including without limitation any deed, lease, mortgage, or promissory note, necessary or convenient in connection with the management, maintenance, and arrangementsoperation of the business of the Company, drawing checks or otherwise in connection with managing the affairs of the Company, including, executing amendments to this Agreement and other orders the Certificate in accordance with the terms of this Agreement, both as Directors and, if required, as attorney-in-fact for the payment Members pursuant to any power of moneyattorney granted by the Members to the Directors. Simultaneously with the execution of this Agreement, and designating individuals with authority to sign one or give instructions with respect to those accounts and arrangementsmore of the Directors shall execute the Collaboration Agreement on behalf of the Company; (dv) investing cause the Company fundsto engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Company assets and Director liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the LLC Act and the laws of any state in which the Company is then formed or qualified; (evi) maintaining cause to be paid all amounts due and payable by the assets Company to any Person; (vii) employ such agents, employees, managers, accountants, attorneys, consultants and other Persons, including any Member, necessary or appropriate to carry out the business and affairs of the Company, whether or not any such Persons so employed are affiliated with or related to any Member, and to pay to such Persons such fees, expenses, salaries, wages and other compensation as it shall in its sole discretion determine; (viii) form such committees as the Board may deem appropriate; (ix) pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or compromise, upon such terms as it may determine and upon such evidence as it may deem sufficient, any obligation, suit, liability, cause of action or claim, including taxes, either in favor of or against the Company; (x) pay any and all fees and make any and all expenditures which it deems necessary or appropriate in connection with the organization of the Company, the management of the affairs of the Company in good orderand the carrying out of its business, obligations and responsibilities under this Agreement; (fxi) establish and maintain one or more bank accounts for the Company in such bank or banks as the Board may, from time to time, designate as depositories of the funds of the Company, subject to the provisions of Section 13.5; (xii) to the extent that funds of the Company are available thereforare, paying debts and obligations in the judgment of the Board, not immediately required for the conduct of the Company; (g) borrowing money ’s business, temporarily deposit the excess funds in such bank account or otherwise incurring indebtedness on accounts, or invest such terms and conditions funds in such interest bearing taxable or nontaxable investments as the Board shall deem appropriate; provided, however, that the Board shall not make any such deposits or investments that would require registration of the Members or the Company under the Investment Partnership Act of 1940, as amended; and (xiii) cause to be paid any and all taxes, charges and assessments that may deem appropriate andbe levied, in connection therewith, hypothecating, encumbering and/or granting security interests in assessed or imposed upon any of the assets of the Company to secure the repayment of such monies or other indebtedness of the Company, provided that in no event shall any such borrowing be recourse to unless the Sole Member unless expressly agreed in writing same are contested by the Sole Member; (h) executing instruments and documents, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, pledge agreements, security agreements, financing statements, documents providing for the acquisition, mortgaging or disposition of the Company’s property, assignments, bills of sale, leases and any other instruments or documents necessary, in the opinion a majority of the Board or a duly elected or appointed officer of the Company, acting within the scope of his or her authority, to the business of the Company; (i) entering into any and all other agreements with any other person, including, without limitation, the Sole Member, for any purpose in furtherance of the business of the Company, in such form as the Board or a duly elected or appointed officer of the Company, acting within the scope of his or her authority, may approve; (j) the bringing or defending, paying, collecting, compromising, arbitrating, resorting to legal action, or other adjustment of claims or demands of or against the Company; (k) selecting, removing and establishing and changing the authority and responsibility of officers, attorneys, accountants, and other advisers and consultants to the Company; (l) obtaining insurance for the Company; (m) taking all actions necessary to effectuate transactions; and (n) such other matters as may be necessary or advisable in the good faith business judgment of the Board in connection with the operation of the business and conduct of affairs of the company and the accomplishment of the purposes on behalf of the Company. The Members hereby consent to the foregoing rights, powers and authority to the Board. (b) The Board Members may, but is not required to, establish one or their duly authorized appointees or officers of the Company more committees (each, a “Board Committee”) and may execute and deliver contracts and agreements on behalf of the Company in furtherance of the foregoing, without the consent of the Sole Member, and otherwise act for and bind the Company. Third parties may conclusively rely upon the act of the Board Members as evidence of the delegate certain authority of the Board to such committee of the Board. A Board Committee may be comprised of one or more directors and may include a committee of a single Director to whom the Chief Executive Officer reports for all purposes matters in respect the ordinary course of their dealings with the Company’s business. To the extent this Agreement provides that certain Director(s) must consent to certain specified actions, a Board Committee shall not have authority to act with respect to such action unless such Director(s) consent to such action. (c) The Company shall not without majority approval of the Board, which approval must include the affirmative vote of at least one of the directors appointed by Mascoma and one of the directors appointed by Xxxxxxxx (a “Required Vote”): (i) adopt or approve any business plan, annual budget or capital budget, or make any material changes thereto; (ii) appoint the initial Chief Executive Officer of the Company; or (iii) affect any material changes to the Collaboration Agreement.

Authority of the Board. The Board shall have the authority to act on behalf of the Company In addition to the maximum extent permitted by the Act. Without general management authority provided under this Section 3.1(g), and without limiting the scope generality of the foregoing, the Board shall have all necessary powers to manage and carry out the power purposes, business, and affairs of the Company, including, without limitation, the powers to exercise, authorize, and direct the officers of the Board or the Company (if any) to exercise, on behalf of and in the name of the Company to make all decisions and take all actions which they may deem necessary or desirable as described in connection with its business and affairsFlorida Statutes, including, without limitation, the followingfollowing powers and authority: (ai) managing the day-to-day operations of the Company; (b) entering into, making and performing contracts, agreements and other undertakings binding upon the To expend Company that may be necessary, appropriate or advisable funds in furtherance of the purposes business of the Company and making all decisions and waivers thereunder; (c) opening and maintaining bank and investment accounts and arrangementsto acquire assets from any Person, drawing checks and other orders for the payment of moneyincluding, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (d) investing Company funds; (e) maintaining the assets without limitation, Affiliates of the Company in good order; (f) to or the extent that funds of the Company are available thereforBoard, paying debts and obligations of the Company; (g) borrowing money or otherwise incurring indebtedness on upon such terms and conditions as the Board may deem appropriate and, in connection therewith, hypothecating, encumbering and/or granting security interests in the assets of the Company to secure the repayment of such monies or other indebtedness of the Company, provided that in no event shall any such borrowing be recourse to the Sole Member unless expressly agreed in writing by the Sole Memberdeems advisable; (hii) executing instruments and documentsTo offer additional Units for sale, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, pledge agreements, security agreements, financing statements, documents providing for to determine the acquisition, mortgaging or disposition terms of the Company’s property, assignments, bills offering of sale, leases and any other instruments or documents necessary, in the opinion of the Board or a duly elected or appointed officer of the Company, acting within the scope of his or her authority, to the business of the Company; (i) entering into any and all other agreements with any other personsuch Units, including, without limitation, the Sole Memberprice thereof and commissions to be paid with respect thereto, for any purpose in furtherance and the manner of complying with the business laws applicable thereto; (iii) To employ, at the expense of the Company, in such form agents, employees, independent contractors, attorneys, and accountants, as the Board or a duly elected or appointed officer deems reasonable and necessary, for any Company purpose; (iv) To effect necessary insurance for the proper protection of the Company, acting within the scope of his Board, or her authority, may approveMembers; (jv) the bringing or defendingTo prosecute, payingdefend, collectingpay, compromisingcollect, arbitratingcompromise, resorting to legal actionarbitrate, or other adjustment of otherwise adjust any and all claims or demands of for or against the Company; (kvi) selectingTo bind the Company in all transactions involving Company Property or the Company's affairs; (vii) To enforce loan documents and to manage, removing lease, develop, or sell property to which the Company becomes the legal and establishing equitable titleholder through purchase, foreclosure, deed in lieu of foreclosure, or otherwise; (viii) To amend this Agreement with respect to the matters set forth in Sections 13.4(a) through (i) herein; (ix) To determine the accounting method or methods to be used by the Company when an election with respect thereto is allowed, which methods may, if allowed by applicable law, be changed at any time upon thirty (30) days written notice to all Members; (x) To open accounts in the name of the Company in one or more banks, savings and changing loan associations, money market funds, or other financial institutions, and to deposit Company funds therein, subject to withdrawal upon the authority signature of the Board or any Person authorized by the Board; (xi) To sell from time to time all or any portion of Company Property, or any undivided or beneficial interests therein, all upon such terms and responsibility of officersconditions as the Board shall deem appropriate in its sole business judgment; (xii) To seek and obtain revolving or other credit facilities from third party lenders to allow the Company to leverage Company Property, attorneysincluding, accountantswithout limitation, to negotiate and enter into loan agreements, security and pledge agreements, and other advisers and consultants documents required by a third party lender as a condition to providing the CompanyCompany with such a credit facility; (lxiii) obtaining insurance for To retain such advisors and professionals, execute all instruments and documents, and do all other things that are, in the Company; (m) taking all actions sole business judgment of the Board, necessary or appropriate to effectuate transactionsany of the foregoing; and (nxiv) such other matters as may be necessary or advisable in Dissolve and terminate the good faith business judgment of Company following the Board in connection with the operation winding up of the business and conduct of affairs of the company and the accomplishment of the purposes of the Company. The Board Members or their duly authorized appointees or officers of the Company may execute and deliver contracts and agreements on behalf of the Company in furtherance of the foregoing, without the consent of the Sole Member, and otherwise act for and bind the Company. Third parties may conclusively rely upon the act of the Board Members as evidence of the authority of the Board for all purposes in respect of their dealings with the Company.

Authority of the Board. The (a) Except as expressly provided in this Agreement, all powers to control and manage the business and affairs of the Company shall be exclusively vested in the Board and the Board may exercise all powers of the Company and do all such lawful acts as are not by statute, the Certificate or this Agreement directed or required to be exercised or done by the Members and in so doing shall have the right and authority to act on behalf of the Company to the maximum extent permitted by the Act. Without limiting the scope of the foregoing, the Board shall have the power on behalf and in the name of the Company to make all decisions and take all actions which they may deem necessary the Board of Directors deems necessary, useful or desirable in connection with its business appropriate for the management and affairsconduct of the business, including, without limitation, including exercising the following: (ai) managing conduct its business, carry on its operations and have and exercise the day-to-day operations powers granted by the LLC Act in any state, territory, district or possession of the United States, or in any foreign country which may be necessary or convenient to effect any or all of the purposes for which it is organized; (ii) acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (biii) entering intooperate, making maintain, finance, improve, construct, own, grant operations with respect to, sell, convey, assign, mortgage, and performing contracts, agreements lease any real estate and other undertakings binding upon the Company that may be any personal property necessary, appropriate convenient, or advisable in furtherance incidental to the accomplishment of the purposes of the Company and making all decisions and waivers thereunderCompany; (civ) opening execute (but not to the exclusion of any Officer having such power) or authorize an Officer of the Company to execute any and maintaining bank all agreements, contracts, documents, certifications, and investment accounts instruments, including without limitation any deed, lease, mortgage, or promissory note, necessary or convenient in connection with the management, maintenance, and arrangementsoperation of the business of the Company, drawing checks or otherwise in connection with managing the affairs of the Company, including, executing amendments to this Agreement and other orders the Certificate in accordance with the terms of this Agreement, both as Directors and, if required, as attorney-in-fact for the payment Members pursuant to any power of moneyattorney granted by the Members to the Directors. Simultaneously with the execution of this Agreement, and designating individuals with authority to sign one or give instructions with respect to those accounts and arrangementsmore of the Directors shall execute the Collaboration Agreement on behalf of the Company; (dv) investing cause the Company fundsto engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Company assets and Director liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the LLC Act and the laws of any state in which the Company is then formed or qualified; (evi) maintaining cause to be paid all amounts due and payable by the assets Company to any Person; PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. (vii) employ such agents, employees, managers, accountants, attorneys, consultants and other Persons, including any Member, necessary or appropriate to carry out the business and affairs of the Company, whether or not any such Persons so employed are affiliated with or related to any Member, and to pay to such Persons such fees, expenses, salaries, wages and other compensation as it shall in its sole discretion determine; (viii) form such committees as the Board may deem appropriate; (ix) pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or compromise, upon such terms as it may determine and upon such evidence as it may deem sufficient, any obligation, suit, liability, cause of action or claim, including taxes, either in favor of or against the Company; (x) pay any and all fees and make any and all expenditures which it deems necessary or appropriate in connection with the organization of the Company, the management of the affairs of the Company in good orderand the carrying out of its business, obligations and responsibilities under this Agreement; (fxi) establish and maintain one or more bank accounts for the Company in such bank or banks as the Board may, from time to time, designate as depositories of the funds of the Company, subject to the provisions of Section 13.5; (xii) to the extent that funds of the Company are available thereforare, paying debts and obligations in the judgment of the Board, not immediately required for the conduct of the Company; (g) borrowing money ’s business, temporarily deposit the excess funds in such bank account or otherwise incurring indebtedness on accounts, or invest such terms and conditions funds in such interest bearing taxable or nontaxable investments as the Board shall deem appropriate; provided, however, that the Board shall not make any such deposits or investments that would require registration of the Members or the Company under the Investment Partnership Act of 1940, as amended; and (xiii) cause to be paid any and all taxes, charges and assessments that may deem appropriate andbe levied, in connection therewith, hypothecating, encumbering and/or granting security interests in assessed or imposed upon any of the assets of the Company to secure the repayment of such monies or other indebtedness of the Company, provided that in no event shall any such borrowing be recourse to unless the Sole Member unless expressly agreed in writing same are contested by the Sole Member; (h) executing instruments and documents, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, pledge agreements, security agreements, financing statements, documents providing for the acquisition, mortgaging or disposition of the Company’s property, assignments, bills of sale, leases and any other instruments or documents necessary, in the opinion a majority of the Board or a duly elected or appointed officer of the Company, acting within the scope of his or her authority, to the business of the Company; (i) entering into any and all other agreements with any other person, including, without limitation, the Sole Member, for any purpose in furtherance of the business of the Company, in such form as the Board or a duly elected or appointed officer of the Company, acting within the scope of his or her authority, may approve; (j) the bringing or defending, paying, collecting, compromising, arbitrating, resorting to legal action, or other adjustment of claims or demands of or against the Company; (k) selecting, removing and establishing and changing the authority and responsibility of officers, attorneys, accountants, and other advisers and consultants to the Company; (l) obtaining insurance for the Company; (m) taking all actions necessary to effectuate transactions; and (n) such other matters as may be necessary or advisable in the good faith business judgment of the Board in connection with the operation of the business and conduct of affairs of the company and the accomplishment of the purposes on behalf of the Company. The Members hereby consent to the foregoing rights, powers and authority to the Board. (b) The Board Members may, but is not required to, establish one or their duly authorized appointees or officers of the Company more committees (each, a “Board Committee”) and may execute and deliver contracts and agreements on behalf of the Company in furtherance of the foregoing, without the consent of the Sole Member, and otherwise act for and bind the Company. Third parties may conclusively rely upon the act of the Board Members as evidence of the delegate certain authority of the Board to such committee of the Board. A Board Committee may be comprised of one or more directors and may include a committee of a single Director to whom the Chief Executive Officer reports for all purposes matters in respect the ordinary course of their dealings with the Company’s business. To the extent this Agreement provides that certain Director(s) must consent to certain specified actions, a Board Committee shall not have authority to act with respect to such action unless such Director(s) consent to such action. (c) The Company shall not without majority approval of the Board, which approval must include the affirmative vote of at least one of the directors appointed by Mascoma and one of the directors appointed by Xxxxxxxx (a “Required Vote”): (i) adopt or approve any business plan, annual budget or capital budget, or make any material changes thereto; (ii) appoint the initial Chief Executive Officer of the Company; or PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. (iii) affect any material changes to the Collaboration Agreement.

Authority of the Board. The Board shall have the authority to act on behalf of the Company Subject to the maximum extent permitted by terms and provisions of this Areement and the Act. Without limiting the scope of the foregoing, the Board shall have the power on behalf and in the name of the Company to make all decisions and take all actions which they may deem necessary or desirable in connection with its business and affairs, including, without limitation, the followingrequirement of an unanimous vote of the Representatives, the Board shall have the authority to manage and operate the business of the Company. Without limiting the generality of the foregoing sentence, the Board, on behalf of the Company, shall have the authority to, or delegate authority to: (a) managing Enter into any and all agreements, contracts, documents, certificates and instruments necessary or convenient in connection with the day-to-day operations management, maintenance and operation of the Company, or in connection with managing the affairs of the Company, including amendments to this agreement and the Certificate of Formation in accordance with the terms of this Agreement; (b) entering into, making Borrow money and performing contracts, agreements and other undertakings binding upon the Company that may be issue evidences of indebtedness necessary, appropriate convenient or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder; (c) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority incidental to sign or give instructions with respect to those accounts and arrangements; (d) investing Company funds; (e) maintaining the assets of the Company in good order; (f) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; (g) borrowing money or otherwise incurring indebtedness on such terms and conditions as the Board may deem appropriate and, in connection therewith, hypothecating, encumbering and/or granting security interests in the assets of the Company to secure the repayment of such monies or other indebtedness of the Company, provided that in no event shall any such borrowing be recourse to the Sole Member unless expressly agreed in writing by the Sole Member; (h) executing instruments and documents, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, pledge agreements, security agreements, financing statements, documents providing for the acquisition, mortgaging or disposition of the Company’s property, assignments, bills of sale, leases and any other instruments or documents necessary, in the opinion of the Board or a duly elected or appointed officer of the Company, acting within the scope of his or her authority, to the business of the Company; (i) entering into any and all other agreements with any other person, including, without limitation, the Sole Member, for any purpose in furtherance of the business of the Company, in such form as the Board or a duly elected or appointed officer of the Company, acting within the scope of his or her authority, may approve; (j) the bringing or defending, paying, collecting, compromising, arbitrating, resorting to legal action, or other adjustment of claims or demands of or against the Company; (k) selecting, removing and establishing and changing the authority and responsibility of officers, attorneys, accountants, and other advisers and consultants to the Company; (l) obtaining insurance for the Company; (m) taking all actions necessary to effectuate transactions; and (n) such other matters as may be necessary or advisable in the good faith business judgment of the Board in connection with the operation of the business and conduct of affairs of the company and the accomplishment of the purposes of the Company. The Board Members , and secure the same by mortgage, pledge or their duly authorized appointees or officers other lien on any property of the Company may execute and deliver contracts and agreements on behalf Company; provided, however, that except as provided in Section 3.5, no such debt shall be guaranteed or otherwise secured by the property and/or credit of the Members unless expressly consented to by each such Member; (c) Execute in furtherance of any or all of the purposes of the Company, any agreement, contract or other instrument purporting to convey or encumber any or all of the property of the Company; (d) Invest, manage and distribute Company funds to the Members in accordance with the provisions of this Agreement, and perform all matters in furtherance of the foregoingobjectives of the Company or this Agreement, including, but not limited to, opening and maintaining Company bank accounts and authorizing signatories with respect thereto, subject to Section 11.5 of this Agreement; (e) Employ accountants, legal counsel, managing agents, and other Persons, including, but not limited to, Affiliates of Members, however, in the case of Affiliates subject to Section 5.8, 5.9 and 5.10 of this Agreement, to perform services for the Company and to compensate them from Company funds; (f) Make any and all elections for federal, state, and local tax purposes including, without limitation, any election, if permitted by applicable law: (i) to adjust the consent basis of property of the Sole MemberCompany pursuant to Code Sections 754, 734(b) and 743(b), or comparable provisions of state or local law, in connection with transfers of interests in the Company and Company distributions; (ii) to extend the statute of limitations for assessment of tax deficiencies against Members with respect to adjustments to the Company's federal, state, or local tax returns; and (iii) to the extent provided in Code Sections 6221 through 6231, to represent the Company and its Members before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company and its Members, and otherwise act for to file any tax returns and to execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Company. Third parties may conclusively rely upon Members with respect to such tax matters or otherwise affect the act rights of the Board Members as evidence Company or the Members; (g) Institute, prosecute, defend, settle, compromise and dismiss lawsuits or other judicial or administrative proceedings brought on behalf of, or against, the Company in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith; (h) Distribute in accordance with Appendix C and the terms of this Agreement any Net Cash from Operations in excess of any reserves established by the Board: (i) Engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to property of the authority Company and Members' liability) necessary or incidental to, or in connection with, the accomplishment of the Board for all purposes in respect of their dealings with the Company, as may be lawfully carried on or performed by a limited liability company under the Act; and (j) Take all actions not expressly proscribed or limited by or addressed in this Agreement, as may be necessary or appropriate to accomplish the purposes of the Company, including, but not limited to, the establishment, maintenance, and expenditure of reserves to provide for working capital, depreciation, debt service and such other purposes as it may deem necessary or advisable. The Members acknowledge that the Company has delegated certain responsibilities set forth above pursuant to the terms of the Management Agreement.

Authority of the Board. (a) The Board business, property and affairs of the Company shall have be managed under the sole, absolute and exclusive direction of the Board, which may from time to time delegate authority to officers or to others to act on behalf of the Company to the maximum extent permitted by the Act. Without limiting the scope of the foregoing, the Board shall have the power on behalf and in the name of the Company to make all decisions and take all actions which they may deem necessary or desirable in connection with its business and affairs, including, without limitation, the following: (a) managing the day-to-day operations of the Company;Board. (b) entering intoThe Members hereby agree that the Board, making acting without the consent of any Member except as otherwise expressly required by this Agreement, shall be and performing contracts, agreements and other undertakings binding upon hereby is authorized to (i) open bank accounts on behalf of the Company that in such banks, and designate the persons authorized to sign checks, notes, drafts, bills of exchange, acceptances, undertakings or orders for payment of money from funds of the Company on deposit in such accounts, as may be deemed by the Board to be necessary, appropriate or advisable otherwise in furtherance of the purposes best interests of the Company and making all decisions and waivers thereunder; (c) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (d) investing Company funds; (e) maintaining the assets of the Company in good order; (f) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; (g) borrowing money or otherwise incurring indebtedness on such terms and conditions as the Board may deem appropriate and, in connection therewith, hypothecatingexecute any form of required resolution necessary to open any such bank accounts; (ii) prepare, encumbering and/or granting security interests execute and file with the appropriate authorities such federal, state or local applications, forms and papers on behalf of the Company as may be required by Law or deemed by the Board to be necessary, appropriate or otherwise in the assets best interests of the Company, as applicable; (iii) pay on behalf of the Company any and all fees and expenses incident to and necessary to perfect the organization of the Company; (iv) compromise the obligation of any Member to make a contribution or return of money or other property paid or distributed in contravention of the Act; and (v) admit any Person as an additional Member. Notwithstanding any other provision of this Agreement, the Company, acting by the Board, is hereby authorized to enter into, and to perform its obligations under, the aforementioned agreements, deeds, receipts, certificates, filings and other documents, without any consent of any Member, but such authorization shall not be deemed a restriction on the power of the Company or the Board acting on behalf of the Company to secure the repayment of such monies or other indebtedness of the Companyenter into, provided that in no event shall any such borrowing be recourse and to the Sole Member unless expressly agreed in writing by the Sole Member; (h) executing instruments and documentsperform its obligations under, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, pledge agreements, security agreements, financing statements, documents providing for the acquisition, mortgaging or disposition of the Company’s property, assignments, bills of sale, leases and any other instruments or documents necessary, in the opinion of the Board or a duly elected or appointed officer of the Company, acting within the scope of his or her authority, to the business of the Company; (i) entering into any and all other agreements with any other person, including, without limitation, the Sole Member, for any purpose in furtherance of the business of the Company, in such form as the Board or a duly elected or appointed officer of the Company, acting within the scope of his or her authority, may approve; (j) the bringing or defending, paying, collecting, compromising, arbitrating, resorting to legal action, or other adjustment of claims or demands of or against the Company; (k) selecting, removing and establishing and changing the authority and responsibility of officers, attorneys, accountants, and other advisers and consultants to the Company; (l) obtaining insurance for the Company; (m) taking all actions necessary to effectuate transactions; and (n) such other matters as may be necessary or advisable in the good faith business judgment of the Board in connection with the operation of the business and conduct of affairs of the company and the accomplishment of the purposes on behalf of the Company. The Members agree that the Board Members or their duly authorized appointees or officers of the Company may execute the aforementioned agreements, deeds, receipts, certificates, filings and deliver contracts and agreements other documents on behalf of the Company in furtherance that the Board deems appropriate and that any prior acts of the foregoing, without Company and the consent Board acting on behalf of the Sole MemberCompany, consistent with the foregoing authorizations, are hereby ratified and otherwise act for and confirmed. (c) Each of the Managers in his or her capacity as such shall be considered a “manager” within the meaning of the Act. A Manager acting individually in his or her capacity as such will have the power to bind the Company. Third parties may conclusively rely upon the act of the Board Members as evidence of the authority of the Board for all purposes in respect of their dealings with the Company.

Authority of the Board. The Board shall have the authority to act on behalf of the Company to the maximum extent permitted by the Act. Without limiting the scope of the foregoing, the Board shall have the power on behalf and in the name of the Company to make all decisions and take all actions which they may deem necessary or desirable in connection with its business and affairs, including, without limitation, the following: (a) managing the day-to-day operations of the Company; (b) entering into, making and performing contracts, agreements and other undertakings binding upon the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder; (c) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (d) investing Company funds; (e) maintaining the assets of the Company in good order; (f) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; (g) borrowing money or otherwise incurring indebtedness on such terms and conditions as the Board may deem appropriate and, in connection therewith, hypothecating, encumbering and/or granting security interests in the assets of the Company to secure the repayment of such monies or other indebtedness of the Company, provided that in no event shall any such borrowing be recourse to the Sole Member unless expressly agreed in writing by the Sole Member; (h) executing instruments and documents, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, pledge agreements, security agreements, financing statements, documents providing for the acquisition, mortgaging or disposition of the Company’s 's property, assignments, bills of sale, leases and any other instruments or documents necessary, in the opinion of the Board or a duly elected or appointed officer of the Company, acting within the scope of his or her authority, to the business of the Company; (i) entering into any and all other agreements with any other person, including, without limitation, the Sole Member, for any purpose in furtherance of the business of the Company, in such form as the Board or a duly elected or appointed officer of the Company, acting within the scope of his or her authority, may approve; (j) the bringing or defending, paying, collecting, compromising, arbitrating, resorting to legal action, or other adjustment of claims or demands of or against the Company; (k) selecting, removing and establishing and changing the authority and responsibility of officers, attorneys, accountants, and other advisers and consultants to the Company; (l) obtaining insurance for the Company; (m) taking all actions necessary to effectuate transactions; and (n) such other matters as may be necessary or advisable in the good faith business judgment of the Board in connection with the operation of the business and conduct of affairs of the company and the accomplishment of the purposes of the Company. The Board Members or their duly authorized appointees or officers of the Company may execute and deliver contracts and agreements on behalf of the Company in furtherance of the foregoing, without the consent of the Sole Member, and otherwise act for and bind the Company. Third parties may conclusively rely upon the act of the Board Members as evidence of the authority of the Board for all purposes in respect of their dealings with the Company.