Common use of Board Actions; Meetings Clause in Contracts

Board Actions; Meetings. Regular meetings of the Board shall be held no less than once each calendar quarter on such dates and at such times as shall be determined by the Board in accordance with the notice provisions in this Section 5.3. Special meetings of the Board may be called by any CREH Manager or Class B Manager, and special meetings of any committee may be called by any CREH Manager or Class B Manager on such committee. Meetings of the Board and any committee thereof shall be held at the principal office of the Company or at such other place as may be determined by the Board or such committee. Notice of each meeting of the Board or any Board committee shall state the date, place, time and purpose of such meeting. Notice required by this Section 5.3 shall be given to each Manager of the Board by hand, telephone, telecopy, e-mail, overnight courier or the United States mail not less than five days, with respect to regular meetings, or 24 hours, with respect to special meetings, and not more than 50 days prior to such meeting. Notice may be waived before or after a meeting or by attendance without protest at such meeting. A meeting of the Board or any Board committee may be held by telephone conference or similar communications equipment by means of which all individuals participating in the meeting can be heard. The Board or any Board committee may adopt such other procedures governing meetings and the conduct of business at such meetings as it shall deem appropriate. At all duly noticed meetings of the Board and any Board committee, the presence of a majority of the Managers entitled to vote at such meeting shall constitute a quorum for the transaction of business. Participation by a Manager in a meeting in accordance with this Section 5.3 shall constitute presence in person at the meeting. If a quorum is not present at any meeting of the Board or any Board committee, the Managers present may adjourn the meeting from time to time for a period not to exceed 60 days, without notice other than announcement at the meeting, until a quorum is present. A Manager may be counted as present for purposes of a quorum at a meeting of the Board or Board committee pursuant to a valid written proxy delivered to another Manager who is present at such Board or committee meeting. Each Manager shall have one vote on all matters submitted to the Board or any Board committee. Unless otherwise expressly provided in this Agreement, including Section 5.8, Section 5.9 and Section 5.11, approval by the majority of the Board or members of a committee, as applicable, taken at a duly convened meeting at which a quorum is present, shall be required for any act of the Board or Board committee. Notwithstanding any of the foregoing or any contrary provision of this Agreement, the vote or consent (including the written consent) of the Independent Manager shall only be required as provided by Section 5.11, and all other actions of the Board shall be taken, and quorum of the Board shall be calculated, as if the Independent Manager is not a member of the Board. The Independent Manager shall only be required to attend a meeting of the Board if the vote of the Independent Manager is required as provided by Section 5.11.

Board Actions; Meetings. Regular meetings Each Manager shall have one (1) vote on all matters submitted to the Board. Except as otherwise provided in this Agreement, all decisions concerning the management of the Board Company’s business shall be held no less than once each calendar quarter made by the vote of a majority, by number, of the Managers. The presence, in person or by Proxy, of Managers holding at least a majority of the votes of the total number of Managers comprising the Board (which majority must include the Series A Preferred Units Manager), shall constitute a quorum for the transaction of business at any meeting of the Managers; provided, however, that if a quorum cannot be obtained at two consecutive duly called meetings because of the absence of the Series A Preferred Units Manager at both of such consecutive meetings, the presence of the Series A Preferred Units Manager shall not be necessary to constitute a quorum at the next (and only the next) duly called meeting. The affirmative vote (whether by Proxy or otherwise) of the Managers holding at least a majority of the votes of the total number of Managers comprising the Board (i.e., including any vacancies on such dates and at such times as the Board) when a quorum is present shall be determined by the Board in accordance with the notice provisions in this Section 5.3. Special meetings act of the Board may be called by any CREH Manager or Class B Manager, and special meetings of any committee may be called by any CREH Manager or Class B Manager on such committeeBoard. Meetings of the Board and any committee thereof shall be held at the principal office of the Company or at such other place as may be determined by the Board. Regular meetings of the Board or shall be held on such committeedates and at such times as shall be determined by the Board. Special meetings of the Board may be called by any Manager. Notice of each special meeting of the Board or any Board committee shall state stating the date, place, place and time and purpose of such meeting. Notice required by this Section 5.3 meeting shall be given to each Manager (in the case of the a Board meeting) by hand, telephone, telecopy, e-electronic mail, telecopy or overnight courier or the United States mail not less than five days, with respect to regular meetings, or 24 hours, with respect to special meetings, and not more than 50 days at least 48 hours prior to such meetingmeeting and shall be deemed delivered when received. Notice may be waived before or after a meeting or by attendance without protest at such meeting. The actions taken by the Board (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Managers as to whom it was improperly held sign a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Board may be taken by written consent (without a meeting, without notice and without a vote) so long as such consent sets forth the action to be taken and is signed by all of the Managers entitled to vote thereon. Any action taken pursuant to such written consent of the Board shall have the same force and effect as if taken by the Board or such committee at a meeting thereof. A meeting of the Board or any Board committee may be held by telephone conference or similar communications equipment by means of which all individuals participating in the meeting can be heard, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where the Manager participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened or is not called or convened in accordance with this Agreement. The Board or any Board committee Board, with the approval of all of the Managers, may adopt such other procedures governing meetings and the conduct of business at such meetings as it shall deem appropriate. At all duly noticed The Company shall pay the reasonable out-of-pocket expenses incurred by the Managers in connection with attending meetings of the Board or the board of any Subsidiary. The Board shall keep or cause to be kept with the books and any Board committee, the presence of a majority records of the Managers entitled to vote at such meeting shall constitute a quorum for the transaction Company full and accurate minutes of business. Participation by a Manager in a meeting in accordance with this Section 5.3 shall constitute presence in person at the meeting. If a quorum is not present at any meeting all meetings, notices, and waivers of the Board or any Board committee, the Managers present may adjourn the meeting from time to time for a period not to exceed 60 days, without notice other than announcement at the meeting, until a quorum is present. A Manager may be counted as present for purposes notices of a quorum at a meeting of the Board or Board committee pursuant to a valid written proxy delivered to another Manager who is present at such Board or committee meeting. Each Manager shall have one vote on all matters submitted to the Board or any Board committee. Unless otherwise expressly provided in this Agreement, including Section 5.8, Section 5.9 and Section 5.11, approval by the majority of the Board or members of a committee, as applicable, taken at a duly convened meeting at which a quorum is present, shall be required for any act of the Board or Board committee. Notwithstanding any of the foregoing or any contrary provision of this Agreement, the vote or consent (including the written consent) of the Independent Manager shall only be required as provided by Section 5.11meetings, and all other written consents to actions of the Board shall be taken, and quorum of the Board shall be calculated, as if the Independent Manager is not a member of the Board. The Independent Manager shall only be required to attend a meeting of the Board if the vote of the Independent Manager is required as provided by Section 5.11.

Board Actions; Meetings. Regular meetings (a) Each Manager shall have one (1) vote on all matters submitted to the Board or any committee thereof (whether the consideration of such matter is taken at a meeting, by written consent or otherwise). Subject to Section 5.3(b), the affirmative vote (whether by proxy or otherwise) of the Managers holding at least a majority of the votes of all Managers then serving on the Board (i.e., excluding any vacancies on the Board) shall be held no less than once each calendar quarter on such dates and at such times the act of the Board. Except as shall be determined otherwise provided by the Board in accordance with when establishing any committee or by Section 5.3(b), the notice provisions in this Section 5.3. Special meetings affirmative vote (whether by proxy or otherwise) of the Board may Managers then serving on such committee holding at least a majority of the votes of all Managers then serving on such committee shall be called by any CREH Manager or Class B Manager, and special meetings the act of any committee may be called by any CREH Manager or Class B Manager on such committee. Meetings of the Board and any committee thereof shall be held at the principal office of the Company or at such other place as may be determined by the Board or such committee. Regular meetings of the Board shall be held on such dates and at such times as shall be determined by the Board. Special meetings of the Board may be called by any Manager and special meetings of any committee may be called by any Manager on such committee. Notice of each special meeting of the Board or any Board committee shall state stating the date, place, place and time and purpose of such meeting. Notice required by this Section 5.3 meeting shall be given to each Manager (in the case of a Board meeting) or each Manager on such committee (in the Board case of a committee meeting) by hand, telephone, electronic mail, telecopy, e-mail, overnight courier or the United States U.S. mail not less than five days, with respect to regular meetings, or 24 hours, with respect to special meetings, and not more than 50 days at least twenty‑four (24) hours prior to such meeting. Notice may be waived before or after a meeting or by attendance without protest at such meeting. The actions taken by the Board or any committee at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Managers as to whom it was improperly held sign a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Board or any committee thereof may be taken by written consent (without a meeting, without notice and without a vote) so long as such consent is signed by at least the Managers holding the number of votes that would be necessary to authorize or take such action at a meeting in which all Managers then serving on the Board or such committee were present and voted, as the case may be (including, in the case of actions covered by Section 5.3(b), the signature of at least one Investor Manager); provided, that all Managers shall be given prior notice of any action to be taken by written consent. Any action taken pursuant to such written consent of the Board or such committee shall have the same force and effect as if taken by the Board or such committee at a meeting thereof. A meeting of the Board or any Board committee may be held by telephone conference or similar communications equipment by means of which all individuals participating in the meeting can be heard. The Board or and any Board committee may adopt such other procedures governing meetings and the conduct of business at such meetings as it shall deem appropriate. At all duly noticed meetings . (b) Except as otherwise provided in this Section 5.3(b), neither the Company nor the Board shall, either directly or indirectly by action, amendment, merger, consolidation or otherwise, without (in addition to any other vote required by this Agreement) the prior written consent or affirmative vote of at least one Investor Manager (which affirmative vote or written consent may be withheld in the sole discretion of an Investor Manager) take any action which: (i) amends this Agreement or the Articles; (ii) (A) results in the creation (by reclassification or otherwise) or issuance of any new class or series of Units or equity-linked securities having preference or priority as to distributions or other material rights superior to the Common Units, or (B) results in the issuance of any additional Common Units, any rights or options to acquire Common Units, or any securities convertible into Common Units; (iii) increases or decreases the size of the Board or results in any change in election procedures for Managers; (iv) results in the payment or declaration of any dividend or distribution on any Units other than (A) tax distributions and (B) dividends or distributions that comply with the dividend or distribution guidelines attached hereto as Schedule 5.3(b)(iv); (v) directly or indirectly results in the redemption or repurchase of any Units, except repurchases approved by the Board at cost of Units from former employees, officers, directors, consultants or other persons who performed services for the Company or any subsidiary in connection with the cessation of such employment or service; (vi) results in the liquidation, dissolution or winding up of the business and affairs of the Company, other than in connection with a Sale of the Company that has received any approvals required by this Agreement; (vii) results in a transaction, agreement or arrangement between the Company or any Subsidiary thereof and any Board committeeofficer, manager, director, employee or other Affiliate of the presence of Company or any Subsidiary thereof or any family member thereof or Person in which any officer, director, employee, manager, member or family member thereof has, individually or collectively with any other officer, director, employee, manager, member or family member thereof, a controlling ownership interest, other than on terms and conditions substantially as favorable to the Company as would reasonably be obtained by the Company at that time in a comparable arm’s-length transaction with a Person other than such officer, manager, member, director, employee, family member or Affiliate, as determined by a majority of the disinterested Managers entitled of the Company; provided that it is agreed that the transactions, agreements and arrangements set forth on Schedule 5.3(b)(vii) satisfy such requirements and shall not require any further approval to vote at such meeting shall constitute a quorum for the transaction of business. Participation by a Manager remain in a meeting place substantially in accordance with this Section 5.3 shall constitute presence the terms applicable thereto on the date hereof; (viii) results in person at any acquisition of any other Person, or division thereof, or any business concern, whether by acquisition of assets, capital stock acquisition, other equity securities or otherwise; (ix) results in a material increase to the meeting. If compensation received by any Seller Holdco Owner or a quorum is not present at any meeting member of his or her family in his or her capacity as an employee of the Board Company relative to such compensation paid to the Seller Holdco Owner or any Board committeesuch family member in his or her capacity as an employee of the Company prior to such increase, in each case excluding increases to such employee’s base salary of ten percent (10%) annually made in accordance with employment agreements entered into as of March 1, 2016 between the Managers present Company and certain of the Seller Holdco Owners or their spouses, as such agreements may adjourn the meeting be amended, modified and/or waived from time to time for a period not to exceed 60 days, without notice in accordance with the terms thereof; (x) results in the pledge of all or substantially all of the assets of the Company or any Subsidiary thereof other than announcement at in connection with the meeting, until a quorum is present. A Company’s incurrence of indebtedness that would not require the prior written consent of an Investor Manager may be counted as present for purposes the Company to incur pursuant to clause (xi) below; (xi) results in any one time occurrence of a quorum at debt obligation by the Company or any Subsidiary; provided, however, that the prior written consent of an Investor Manager shall not be required for the Company to incur debt obligations if, after giving pro forma effect to the incurrence of such debt (and in the case of a meeting line of credit or other form of revolving indebtedness assuming the maximum amount of indebtedness available thereunder is incurred) the ratio of the Company’s indebtedness to members’ equity is less than 4:1; (xii) results in the creation or holding of any capital stock, membership interest or other equity security in any Subsidiary that is not wholly owned (either directly or through one or more other Subsidiaries) by the Company, or the sale, transfer or disposition of any capital stock, membership interest or other equity security of any direct or indirect Subsidiary of the Company, or results in any direct or indirect subsidiary (a) making a dividend or distribution (other than a dividend or distribution made solely to the Company or another wholly-owned Subsidiary of the Company) on, or redemption or repurchase (other than a redemption or repurchase made solely from a wholly-owned Subsidiary of the Company) of, its equity or (b) the sale, lease, transfer, exclusive license or other disposition (in a single transaction or series of related transactions) of all or substantially all of the assets of such Subsidiary; (xiii) results in the Company entering into a new line of business that is materially different from the lines of business in which it was operating as of March 1, 2016; (xiv) would result in the Company or any Subsidiary or any Person in which the Company or any Subsidiary owns a controlling equity interest, engaging directly or indirectly in any activity other than the activities listed in 12 C.F.R. §5.34(e)(5)(v) or any activities that are not substantively the same as those contained in published precedent of the Office of the Comptroller of the Currency for non-controlling investments by a national bank, in each case as determined by the Investor Managers; (xv) results in either of the Pinnacle Members making any investment that it is not permitted by applicable laws or regulations to make or either of the Pinnacle Members being required to exchange its Units for consideration that it is not permitted under applicable laws or regulations to own; or (xvi) prior to March 1, 2020, would result in a Sale of the Company. (c) Notwithstanding anything in this Agreement to the contrary, from and after March 1, 2020, a majority of the members of the Board may approve and cause the Company to consummate a Sale of the Company without the approval or affirmative vote of the Investor Managers (which Sale of the Company shall constitute an Approved Sale) as long as (i) prior to or contemporaneously with the closing of such a Sale of the Company the Board committee pursuant to obtains a valid written proxy fairness opinion delivered to another Manager who is present at such Board or committee meeting. Each Manager shall have one vote on all matters submitted to the Board or any Board committee. Unless otherwise expressly provided in this Agreement, including Section 5.8, Section 5.9 and Section 5.11, approval from an investment bank selected by the majority Board and reasonably acceptable to the Investor Managers (whose acceptance shall not be unreasonably withheld, conditioned or delayed) which provides, subject to customary terms and conditions for such opinion, that the consideration paid in connection with such transaction is fair to the Members of the Board or members Company from a financial point of a committeeview, as applicable, taken at a duly convened meeting at which a quorum is present, and (ii) each of the conditions set forth in Section 9.2(b) hereof shall be required for any act of the Board or Board committee. Notwithstanding any of the foregoing or any contrary provision of this Agreement, the vote or consent (including the written consent) of the Independent Manager shall only be required as provided by Section 5.11, and all other actions of the Board shall be taken, and quorum of the Board shall be calculated, as if the Independent Manager is not a member of the Board. The Independent Manager shall only be required to attend a meeting of the Board if the vote of the Independent Manager is required as provided by Section 5.11satisfied.

Board Actions; Meetings. Regular meetings of the Board shall be held no less than once each calendar quarter on such dates and at such times as shall be determined by the Board in accordance with the notice provisions in this Section 5.3. Special meetings of the Board may be called by any CREH Nuvve Manager or Class B Stonepeak Manager, and special meetings of any committee may be called by any CREH Nuvve Manager or Class B Stonepeak Manager on such committee. Meetings of the Board and any committee thereof shall be held at the principal office of the Company or at such other place as may be determined by the Board or such committee. Notice of each meeting of the Board or any Board committee shall state the date, place, time and purpose of such meeting. Notice required by this Section 5.3 shall be given to each Manager of the Board by hand, telephone, telecopy, e-mail, overnight courier or the United States mail not less than five (5) days, with respect to regular meetings, or 24 twenty-four (24) hours, with respect to special meetings, and not more than 50 fifty (50) days prior to such meeting. Notice to a Manager may be waived by such Manager before or after a meeting or by attendance of such Manager without protest at such meeting. A meeting of the Board or any Board committee may be held by telephone conference or similar communications equipment by means of which all individuals participating in the meeting can be heard. The Board or any Board committee may adopt such other procedures governing meetings and the conduct of business at such meetings as it shall deem appropriate. At all duly noticed meetings of the Board and any Board committee, the presence of a majority of the Managers entitled to vote at such meeting shall constitute a quorum for the transaction of business; provided, that at least one (1) Stonepeak Manager must be present to constitute a quorum. Participation by a Manager in a meeting in accordance with this Section 5.3 shall constitute presence in person at the meeting. If a quorum is not present at any meeting of the Board or any Board committee, the Managers present may adjourn the meeting from time to time for a period not to exceed 60 sixty (60) days, without notice other than announcement at the meeting, until a quorum is present. A Manager may be counted as present for purposes of a quorum at a meeting of the Board or Board committee pursuant to a valid written proxy delivered to another Manager who is present at such Board or committee meeting. Each Manager shall have one vote on all matters submitted to the Board or any Board committee. Unless otherwise expressly provided in this Agreement, including Section 5.85.7, Section 5.9 5.8 and Section 5.115.9, approval by the majority of the Board or members of a committee, as applicable, taken at a duly convened meeting at which a quorum is present, shall be required for any act of the Board or Board committee. Notwithstanding any of the foregoing or any contrary provision of this Agreement, the vote or consent (including the written consent) of the Independent Manager shall only be required as provided by Section 5.115.9, and all other actions of the Board shall be taken, and quorum of the Board shall be calculated, as if the Independent Manager is not a member of the Board. The Independent Manager shall only be required to attend a meeting of the Board if the vote of the Independent Manager is required as provided by Section 5.115.9.

Board Actions; Meetings. Unless another percentage is set forth herein, any determination or action required or permitted to be taken by the Board may be taken at a meeting at which a quorum is present by a majority of the Managers then in office (through meetings of the Board pursuant to this Section 5.3). A majority of the Managers shall constitute a quorum sufficient for conducting meetings and making decisions. Regular meetings of the Board shall may be held no less than once each calendar quarter on such dates date and at such times time and at such place as shall from time to time be determined by the Board in accordance with the notice provisions in this Section 5.3Board. Special meetings of the Board may be called from time to time by any CREH Manager or Class B Manager, and special meetings of any committee may be called by any CREH Manager or Class B Manager on such committee. Meetings of the Board and any committee thereof shall be held at the principal office of the Company or at such other place as may be determined by the Board or such committeetwo (2) Managers acting together. Notice of each special meeting of the Board or any Board committee shall state stating the date, place, place and time and purpose of such meeting. Notice required by this Section 5.3 meeting shall be given delivered to each Manager of the Board by hand, telephone, telecopy, e-mail, overnight courier or the United States U.S. mail not less than five days, with respect to regular meetings, or 24 hours, with respect to special meetings, and not more than 50 days at least forty-eight (48) hours prior to such meetingany meeting of the Board. Notice may be waived before or after a meeting or by attendance without protest at such meeting. A Any action to be taken by the Board may be taken at a meeting of the Board or any by a written consent executed by all of the Managers then in office. Managers may participate in a meeting of the Board committee may be held by means of telephone conference or similar communications equipment by means of which all individuals Persons participating in the meeting can be heardcommunicate with each other, and such participation in a meeting shall constitute presence in person at the meeting. The Board or any Board committee may adopt such other procedures governing meetings and the conduct of business at such meetings as it shall deem appropriate. At all duly noticed meetings of the Board and any Board committee, the presence of a majority of the Managers entitled Any Manager unable to vote at such meeting shall constitute a quorum for the transaction of business. Participation by a Manager in a meeting in accordance with this Section 5.3 shall constitute presence in person at the meeting. If a quorum is not present at any meeting of the Board or any Board committee, the Managers present may adjourn the meeting from time to time for a period not to exceed 60 days, without notice other than announcement at the meeting, until a quorum is present. A Manager may be counted as present for purposes of a quorum at attend a meeting of the Board or Board committee pursuant to a valid written proxy delivered to may designate another Manager who is present at such Board as his or committee meetingher proxy. Each Manager shall have one vote on all matters submitted before the Board; provided, however, (i) if at any time there are less Summit Managers serving on the Board than the Summit Majority Investors are entitled to designate, one Summit Manager (who shall be indicated by the Majority Summit Investors in writing) shall have, in the aggregate, that number of votes equal to the sum of one plus the excess of the number of Summit Managers that the Majority Summit Investors are then entitled to designate over the number of the Summit Managers then serving on the Board or and (ii) if at any time there are less KRG Managers serving on the Board committee. Unless otherwise expressly provided in this Agreementthan the KRG Majority Investors are entitled to designate, including Section 5.8, Section 5.9 and Section 5.11, approval one KRG Manager (who shall be indicated by the majority Majority KRG Investors in writing) shall have, in the aggregate, that number of votes equal to the sum of one plus the excess of the Board or members number of a committee, as applicable, taken at a duly convened meeting at which a quorum is present, shall be required for any act KRG Managers that the Majority KRG Investors are then entitled to designate over the number of the Board or Board committee. Notwithstanding any of the foregoing or any contrary provision of this Agreement, the vote or consent (including the written consent) of the Independent Manager shall only be required as provided by Section 5.11, and all other actions of the Board shall be taken, and quorum of the Board shall be calculated, as if the Independent Manager is not a member of KRG Managers then serving on the Board. The Independent Manager shall only be required to attend a meeting of the Board if the vote of the Independent Manager is required as provided by Section 5.11.

Board Actions; Meetings. Regular meetings Each Manager shall have one (1) vote on all matters submitted to the Board or any committee thereof (whether the consideration of such matter is taken at a meeting, by written consent or otherwise). Except as otherwise provided in Section 5.2(f) and Section 5.2(h), the affirmative vote of the Managers holding at least a majority of the votes of all Managers then serving on the Board (i.e., excluding any vacancies on the Board) shall be held no less than once each calendar quarter on such dates constitute the valid and at such times legally binding act of the Board. Except as shall be determined otherwise provided in Section 5.2(h) and Section 5.1(g) or as otherwise provided by the Board in accordance with when establishing any committee, the notice provisions in this Section 5.3. Special meetings affirmative vote of a majority of the Board may Managers then serving on such committee shall be called by any CREH Manager or Class B Manager, and special meetings the act of any committee may be called by any CREH Manager or Class B Manager on such committee. Meetings of the Board and any committee thereof shall be held at the principal office of the Company NGR Management or at such other place as may be determined by the Board or such committee. Regular meetings of the Board shall be held on such dates and at such times as shall be determined by the Board, and notice of such dates and times shall be provided in writing to all Managers not less than [three (3)] Business Days prior to any such meeting. Except as otherwise determined by the Board to be held on a more frequent basis, NGR Management shall hold at least one regular meeting of the Board each calendar quarter. Special meetings of the Board may be called by the Lead Manager, the Company Manager or any two Managers and special meetings of any committee may be called by the Lead Manager or any two Managers on such committee. Notice of each special meeting of the Board or any Board committee shall state stating the date, place, place and time and purpose of such meeting. Notice required by this Section 5.3 meeting shall be given to each Manager (in the case of a Board meeting) or each Manager on such committee (in the Board case of a committee meeting) by hand, telephone, telecopy, e-electronic mail, telecopy or overnight courier or the United States mail not less than five days, with respect to regular meetings, or 24 hours, with respect to special meetings, and not more than 50 days at least [twenty-four (24)] hours prior to such meeting. Notice may be waived before or after a meeting or by attendance without protest at such meeting. A meeting Managers and members of any committee of the Board or shall be permitted to participate in any Board committee may be held meetings by telephone conference or similar communications equipment by means of which all individuals participating in the such meeting can be heard, and such method of participation shall be made available for all such meetings. Notice may be waived before or after a meeting and shall be waived automatically by attendance by a Manager without protest at such meeting. The actions taken by the Board or any committee at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Managers as to whom it was improperly called or noticed either sign a written waiver of notice or a consent to the holding of such meeting, attend the meeting without protest of how it was called or noticed, or approve the minutes of such meeting. The actions by the Board or any committee thereof may be taken by vote of the Board or any committee at a meeting thereof or by written consent (without a meeting, without notice and without a vote) so long as such consent is signed by at least the Managers holding the number of votes that would be necessary to authorize or take such action at a meeting of the Board or such committee in which all Managers then serving on the Board or such committee, as the case may be, were present. Prompt notice of any action so taken without a meeting shall be given to those Managers who have not consented in writing. The Board or and any Board committee may adopt such other procedures governing meetings and the conduct of business at such meetings as it shall deem appropriate. At all duly noticed meetings , but that are not otherwise inconsistent with the terms of the Board and any Board committee, the presence of a majority of the Managers entitled to vote at such meeting shall constitute a quorum for the transaction of business. Participation by a Manager in a meeting in accordance with this Section 5.3 shall constitute presence in person at the meeting. If a quorum is not present at any meeting of the Board or any Board committee, the Managers present may adjourn the meeting from time to time for a period not to exceed 60 days, without notice other than announcement at the meeting, until a quorum is present. A Manager may be counted as present for purposes of a quorum at a meeting of the Board or Board committee pursuant to a valid written proxy delivered to another Manager who is present at such Board or committee meeting. Each Manager shall have one vote on all matters submitted to the Board or any Board committee. Unless otherwise expressly provided in this Agreement, including Section 5.8, Section 5.9 and Section 5.11, approval by the majority of the Board or members of a committee, as applicable, taken at a duly convened meeting at which a quorum is present, shall be required for any act of the Board or Board committee. Notwithstanding any of the foregoing or any contrary provision of this Agreement, the vote or consent (including the written consent) of the Independent Manager shall only be required as provided by Section 5.11, and all other actions of the Board shall be taken, and quorum of the Board shall be calculated, as if the Independent Manager is not a member of the Board. The Independent Manager shall only be required to attend a meeting of the Board if the vote of the Independent Manager is required as provided by Section 5.115.3.

Board Actions; Meetings. Regular meetings of the Board shall be held no less than once each calendar quarter on such dates and at such times as shall be determined by the Board in accordance with the notice provisions in this Section 5.3. Special meetings of the Board may be called by any CREH EQM Manager or Class B Manager, and special meetings of any committee may be called by any CREH EQM Manager or Class B Manager on such committee. Meetings of the Board and any committee thereof shall be held at the principal office of the Company telephonically or at virtually, or in such other manner or place as may be determined by the Board or such committee. Notice of each meeting of the Board or any Board committee shall state thereof stating the date, placelocation, time and purpose of such meeting. Notice required by this Section 5.3 meeting shall be given to each Manager of the Board or committee member, as applicable, by hand, telephone, telecopy, e-mail, overnight courier or the United States mail not less than five days, with respect to regular meetings, or 24 48 hours, with respect to special meetings, and not more than 50 days prior to such meeting. Notice may be waived before or after a meeting or by attendance without protest at such meeting. A meeting of the Board or any Board committee thereof may be held by telephone conference or similar communications equipment by means of which all individuals participating in the meeting can be heardheard by all other individuals participating in such meeting. The Board or any Board committee thereof may adopt such other procedures governing meetings and the conduct of business at such meetings as it shall deem appropriate. At all duly noticed meetings of the Board and any Board committeecommittee thereof, the presence of a majority of the Managers entitled to vote at such meeting meeting, including one EQM Manager and one Class B Manager, shall constitute a quorum for the transaction of business; provided, that the presence of a Class B Manager shall not be necessary to constitute a quorum at a meeting of the Board to the extent that the Board failed to reach a quorum in connection with the immediately prior meeting of the Board (called in accordance with the provisions of this Section 5.3) due to a lack of presence of the Class B Manager at such prior meeting. Participation by a Manager in a meeting in accordance with this Section 5.3 shall constitute presence in person at the meeting. If a quorum is not present at any meeting of the Board or any Board committeecommittee thereof, the Managers present thereat may adjourn the meeting from time and reconvene on a date determined by the Managers present at that meeting to time for a period date not less than three Business Days later and not more than 60 days later with notice provided to exceed 60 days, without notice other the Board not less than announcement at 48 hours before the reconvened meeting, until a quorum is present. A Manager may be counted as present for purposes of a quorum at a meeting of the Board or Board a committee pursuant to a valid written proxy delivered to thereof if another Manager who appointed by the same Member is present at such Board or committee meeting. Each Manager shall have one vote on all matters submitted to the Board or any Board committeecommittee thereof, as applicable; provided that any Manager shall be entitled to vote on behalf of any other Manager that is not present if such other Manager was appointed by the same Member. Unless otherwise expressly provided in this Agreement, including Section 5.8, Section 5.9 5.8 and Section 5.115.9, approval by the majority of the Board or members of a committee, as applicable, taken at a duly convened meeting at which a quorum is present, shall be required for any act of the Board or Board such committee. Notwithstanding any of the foregoing or any contrary provision of this Agreement, the vote or consent (including the written consent) of the Independent Manager shall only be required as provided by Section 5.11, and all other actions of the Board shall be taken, and quorum of the Board shall be calculated, as if the Independent Manager is not a member of the Board. The Independent Manager shall only be required to attend a meeting of the Board if the vote of the Independent Manager is required as provided by Section 5.11applicable.

Board Actions; Meetings. Regular meetings Each Manager shall have one (1) vote on all matters submitted to the Board or any committee thereof (whether the consideration of such matter is taken at a meeting, by written consent or otherwise). Except as otherwise provided in Section 5.25.1(fb) and Section 5.25.1(hg), the affirmative vote of the Managers holding at least a majority of the votes of all Managers then serving on the Board (i.e., excluding any vacancies on the Board) shall be held no less than once each calendar quarter on such dates constitute the valid and at such times legally binding act of the Board. Except as shall be determined otherwise provided in Section 5.25.1(hb) and Section 5.1(g) or as otherwise provided by the Board in accordance with when establishing any committee, the notice provisions in this Section 5.3. Special meetings affirmative vote of a majority of the Board may Managers then serving on such committee shall be called by any CREH Manager or Class B Manager, and special meetings the act of any committee may be called by any CREH Manager or Class B Manager on such committee. Meetings of the Board and any committee thereof shall be held at the principal office of the Company NGR Management or at such other place as may be determined by the Board or such committee. Regular meetings of the Board shall be held on such dates and at such times as shall be determined by the Board, and notice of such dates and times shall be provided in writing to all Managers not less than [three (3)] Business Days prior to any such meeting. Except as otherwise determined by the Board to be held on a more frequent basis, NGR Management shall hold at least one regular meeting of the Board each calendar quarter. Special meetings of the Board may be called by the Lead Manager, the Company Manager or any two Managers and special meetings of any committee may be called by the Lead Manager or any two Managers on such committee. Notice of each special meeting of the Board or any Board committee shall state stating the date, place, place and time and purpose of such meeting. Notice required by this Section 5.3 meeting shall be given to each Manager (in the case of a Board meeting) or each Manager on such committee (in the Board case of a committee meeting) by hand, telephone, telecopy, e-electronic mail, telecopy or overnight courier or the United States mail not less than five days, with respect to regular meetings, or 24 hours, with respect to special meetings, and not more than 50 days at least [twenty-four (24)] hours prior to such meeting. Notice may be waived before or after a meeting or by attendance without protest at such meeting. A meeting Managers and members of any committee of the Board or shall be permitted to participate in any Board committee may be held meetings by telephone conference or similar communications equipment by means of which all individuals participating in the such meeting can be heard, and such method of participation shall be made available for all such meetings. Notice may be waived before or after a meeting and shall be waived automatically by attendance by a Manager without protest at such meeting. The actions taken by the Board or any committee at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Managers as to whom it was improperly called or noticed either sign a written waiver of notice or a consent to the holding of such meeting, attend the meeting without protest of how it was called or noticed, or approve the minutes of such meeting. The actions by the Board or any committee thereof may be taken by vote of the Board or any committee at a meeting thereof or by written consent (without a meeting, without notice and without a vote) so long as such consent is signed by at least the Managers holding the number of votes that would be necessary to authorize or take such action at a meeting of the Board or such committee in which all Managers then serving on the Board or such committee, as the case may be, were present. Prompt notice of any action so taken without a meeting shall be given to those Managers who have not consented in writing. The Board or and any Board committee may adopt such other procedures governing meetings and the conduct of business at such meetings as it shall deem appropriate. At all duly noticed meetings , but that are not otherwise inconsistent with the terms of the Board and any Board committee, the presence of a majority of the Managers entitled to vote at such meeting shall constitute a quorum for the transaction of business. Participation by a Manager in a meeting in accordance with this Section 5.3 shall constitute presence in person at the meeting. If a quorum is not present at any meeting of the Board or any Board committee, the Managers present may adjourn the meeting from time to time for a period not to exceed 60 days, without notice other than announcement at the meeting, until a quorum is present. A Manager may be counted as present for purposes of a quorum at a meeting of the Board or Board committee pursuant to a valid written proxy delivered to another Manager who is present at such Board or committee meeting. Each Manager shall have one vote on all matters submitted to the Board or any Board committee. Unless otherwise expressly provided in this Agreement, including Section 5.8, Section 5.9 and Section 5.11, approval by the majority of the Board or members of a committee, as applicable, taken at a duly convened meeting at which a quorum is present, shall be required for any act of the Board or Board committee. Notwithstanding any of the foregoing or any contrary provision of this Agreement, the vote or consent (including the written consent) of the Independent Manager shall only be required as provided by Section 5.11, and all other actions of the Board shall be taken, and quorum of the Board shall be calculated, as if the Independent Manager is not a member of the Board. The Independent Manager shall only be required to attend a meeting of the Board if the vote of the Independent Manager is required as provided by Section 5.115.3.

Board Actions; Meetings. Regular meetings (a) Each Manager shall have one (1) vote on all matters submitted to the Board or any committee thereof (whether the consideration of such matter is taken at a meeting, by written consent or otherwise). Subject to Section 5.3(b), the affirmative vote (whether by proxy or otherwise) of the Managers holding at least a majority of the votes of all Managers then serving on the Board (i.e., excluding any vacancies on the Board) shall be held no less than once each calendar quarter on such dates and at such times the act of the Board. Except as shall be determined otherwise provided by the Board in accordance with when establishing any committee or by Section 5.3(b), the notice provisions in this Section 5.3. Special meetings affirmative vote (whether by proxy or otherwise) of the Board may Managers then serving on such committee holding at least a majority of the votes of all Managers then serving on such committee shall be called by any CREH Manager or Class B Manager, and special meetings the act of any committee may be called by any CREH Manager or Class B Manager on such committee. Meetings of the Board and any committee thereof shall be held at the principal office of the Company or at such other place as may be determined by the Board or such committee. Regular meetings of the Board shall be held on such dates and at such times as shall be determined by the Board. Special meetings of the Board may be called by any Manager and special meetings of any committee may be called by any Manager on such committee. Notice of each special meeting of the Board or any Board committee shall state stating the date, place, place and time and purpose of such meeting. Notice required by this Section 5.3 meeting shall be given to each Manager (in the case of a Board meeting) or each Manager on such committee (in the Board case of a committee meeting) by hand, telephone, electronic mail, telecopy, e-mail, overnight courier or the United States U.S. mail not less than five days, with respect to regular meetings, or 24 hours, with respect to special meetings, and not more than 50 days at least twenty-four (24) hours prior to such meeting. Notice may be waived before or after a meeting or by attendance without protest at such meeting. The actions taken by the Board or any committee at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Managers as to whom it was improperly held sign a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Board or any committee thereof may be taken by written consent (without a meeting, without notice and without a vote) so long as such consent is signed by at least the Managers holding the number of votes that would be necessary to authorize or take such action at a meeting in which all Managers then serving on the Board or such committee were present and voted, as the case may be (including, in the case of actions covered by Section 5.3(b), the signature of at least one Investor Manager); provided, that all Managers shall be given prior notice of any action to be taken by written consent. Any action taken pursuant to such written consent of the Board or such committee shall have the same force and effect as if taken by the Board or such committee at a meeting thereof. A meeting of the Board or any Board committee may be held by telephone conference or similar communications equipment by means of which all individuals participating in the meeting can be heard. The Board or and any Board committee may adopt such other procedures governing meetings and the conduct of business at such meetings as it shall deem appropriate. At all duly noticed meetings . (b) Except as otherwise provided in this Section 5.3(b), neither the Company nor the Board shall, either directly or indirectly by action, amendment, merger, consolidation or otherwise, without (in addition to any other vote required by this Agreement) the prior written consent or affirmative vote of at least one Investor Manager (which affirmative vote or written consent may be withheld in the sole discretion of an Investor Manager) take any action which: (i) amends this Agreement or the Articles; (ii) (A) results in the creation (by reclassification or otherwise) or issuance of any new class or series of Units or equity-linked securities having preference or priority as to distributions or other material rights superior to the Common Units, or (B) results in the issuance of any additional Common Units, any rights or options to acquire Common Units, or any securities convertible into Common Units; (iii) increases or decreases the size of the Board or results in any change in election procedures for Managers; (iv) results in the payment or declaration of any dividend or distribution on any Units other than (A) tax distributions and (B) dividends or distributions that comply with the dividend or distribution guidelines attached hereto as Schedule 5.3(b)(iv); (v) directly or indirectly results in the redemption or repurchase of any Units, except repurchases approved by the Board at cost of Units from former employees, officers, directors, consultants or other persons who performed services for the Company or any subsidiary in connection with the cessation of such employment or service; (vi) results in the liquidation, dissolution or winding up of the business and affairs of the Company, other than in connection with a Sale of the Company that has received any approvals required by this Agreement; (vii) results in a transaction, agreement or arrangement between the Company or any Subsidiary thereof and any Board committeeofficer, manager, director, employee or other Affiliate of the presence of Company or any Subsidiary thereof or any family member thereof or Person in which any officer, director, employee, manager, member or family member thereof has, individually or collectively with any other officer, director, employee, manager, member or family member thereof, a controlling ownership interest, other than on terms and conditions substantially as favorable to the Company as would reasonably be obtained by the Company at that time in a comparable arm’s-length transaction with a Person other than such officer, manager, member, director, employee, family member or Affiliate, as determined by a majority of the disinterested Managers entitled of the Company provided that it is agreed that the transactions, agreements and arrangements set forth on Schedule 5.3(b)(vii) satisfy such requirements and shall not require any further approval to vote at such meeting shall constitute a quorum for the transaction of business. Participation by a Manager remain in a meeting place substantially in accordance with this Section 5.3 the terms applicable thereto on the date hereof; (viii) results in any acquisition of any other Person, or division thereof, or any business concern, whether by acquisition of assets, capital stock acquisition, other equity securities or otherwise; (ix) results in a material increase to the compensation received by any Seller Holdco Owner or a member of his or her family in his or her capacity as an employee of the Company relative to such compensation paid to the Seller Holdco Owner or such family member in his or her capacity as an employee of the Company prior to such increase, in each case excluding increases to such employee’s base salary of ten percent (10%) annually made in accordance with employment agreements entered into as of the date hereof between the Company and the Seller Holdco Owners or their spouses; (x) results in the pledge of all or substantially all of the assets of the Company or any Subsidiary thereof other than in connection with the Company’s incurrence of indebtedness that would not require the prior written consent of an Investor Manager for the Company to incur pursuant to clause (xi) below; (xi) results in any one time occurrence of a debt obligation by the Company or any Subsidiary; provided, however, that the prior written consent of an Investor Manager shall constitute presence not be required for the Company to incur debt obligations if, after giving pro forma effect to the incurrence of such debt (and in person at the meeting. If case of a quorum line of credit or other form of revolving indebtedness assuming the maximum amount of indebtedness available thereunder is incurred) the ratio of the Company’s indebtedness to members’ equity is less than 4:1; (xii) results in the creation or holding of any capital stock, membership interest or other equity security in any Subsidiary that is not present at wholly owned (either directly or through one or more other Subsidiaries) by the Company, or the sale, transfer or disposition of any meeting capital stock, membership interest or other equity security of any direct or indirect Subsidiary of the Company, or results in any direct or indirect subsidiary (a) making a dividend or distribution (other than a dividend or distribution made solely to the Company or another wholly-owned Subsidiary of the Company) on, or redemption or repurchase (other than a redemption or repurchase made solely from a wholly-owned Subsidiary of the Company) of, its equity or (b) the sale, lease, transfer, exclusive license or other disposition (in a single transaction or series of related transactions) of all or substantially all of the assets of such Subsidiary; (xiii) results in the Company entering into a new line of business that is materially different from the lines of business in which it is operating as of the date hereof; (xiv) would result in the Company or any Subsidiary or any Person in which the Company or any Subsidiary owns a controlling equity interest, engaging directly or indirectly in any activity other than the activities listed in 12 C.F.R. §5.34(e)(5)(v) or any activities that are not substantively the same as those contained in published precedent of the Office of the Comptroller of the Currency for non-controlling investments by a national bank, in each case as determined by the Investor Managers; (xv) results in either of the Pinnacle Members making any investment that it is not permitted by applicable laws or regulations to make or either of the Pinnacle Members being required to exchange its Units for consideration that it is not permitted under applicable laws or regulations to own; or (xvi) prior to March 1, 2020, would result in a Sale of the Company. (c) Notwithstanding anything in this Agreement to the contrary, from and after March 1, 2020, a majority of the members of the Board or any Board committee, may approve and cause the Managers present may adjourn the meeting from time Company to time for consummate a period not to exceed 60 days, without notice other than announcement at the meeting, until a quorum is present. A Manager may be counted as present for purposes of a quorum at a meeting Sale of the Company without the approval or affirmative vote of the Investor Managers (which Sale of the Company shall constitute an Approved Sale) as long as (i) prior to or contemporaneously with the closing of such a Sale of the Company the Board or Board committee pursuant to obtains a valid written proxy fairness opinion delivered to another Manager who is present at such Board or committee meeting. Each Manager shall have one vote on all matters submitted to the Board or any Board committee. Unless otherwise expressly provided in this Agreement, including Section 5.8, Section 5.9 and Section 5.11, approval from an investment bank selected by the majority Board and reasonably acceptable to the Investor Managers (whose acceptance shall not be unreasonably withheld, conditioned or delayed) which provides, subject to customary terms and conditions for such opinion, that the consideration paid in connection with such transaction is fair to the Members of the Board or members Company from a financial point of a committeeview, as applicable, taken at a duly convened meeting at which a quorum is present, and (ii) each of the conditions set forth in Section 9.2(b) hereof shall be required for any act of the Board or Board committee. Notwithstanding any of the foregoing or any contrary provision of this Agreement, the vote or consent (including the written consent) of the Independent Manager shall only be required as provided by Section 5.11, and all other actions of the Board shall be taken, and quorum of the Board shall be calculated, as if the Independent Manager is not a member of the Board. The Independent Manager shall only be required to attend a meeting of the Board if the vote of the Independent Manager is required as provided by Section 5.11satisfied.