Common use of Major Decisions Clause in Contracts

Major Decisions. None of the following decisions or actions may be taken on behalf of the Corporation without the written approval of Stockholders holding not less than eighty percent (80%) of the issued and outstanding Stock of the Corporation: (a) any amendment or modification to the Certificate or other similar organizational document of the Corporation (including the By-Laws) which will have a material adverse effect on the rights of any Stockholder whether under this Agreement or otherwise or any change in the rights and priviledges of the Shares; (b) any action to convert or change the Corporation into a limited liability company or other form of business organization other than a corporation; (c) selling, leasing, transferring or otherwise disposing of any of assets of the Corporation or any of its Subsidiaries to, or the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated Person; (d) any amendment, modification or renegotiation of the Operations and Management Agreement entered into by the Corporation and LEG as of the date hereof; (e) creating, incurring or assuming any indebtedness for borrowed money in excess of $250,000 in the aggregate, other than the Loans; (f) any prepayment of the Loans; and (g) issuing any additional Shares or taking any other similar action which, after giving effect thereto, would have the effect of diluting the percentage interest of the capital stock owned by any Stockholder in the income of, or distributions from, the Corporation, or the voting power, represented by such Shares; provided, however, that if the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purpose.

Major Decisions. None (a) Subject to Article 75(d) below, the Company shall not and shall ensure that no subsidiary of the Company shall, without first obtaining: (A) the written consent of the holders of 67% of the Preferred Shares if the matter is brought before the Shareholders; or (B) the affirmative vote of the majority of the ABV Director or the Orchestra Director(s) (if appointed) if the matter is brought before the Board, either directly or by amendment, merger, consolidation or otherwise, do any of the following decisions or actions may be taken on behalf cause any subsidiary to carry out any of the Corporation without the written approval of Stockholders holding not less than eighty percent (80%) of the issued and outstanding Stock of the Corporationsuch actions: (ai) Any amendment or replacement of the articles of association of the Company (“Amendment to Articles”); (ii) any amendment or modification to the Certificate or other similar organizational document change of the Corporation (including the By-Laws) which will have a material adverse effect on the rights of any Stockholder whether under this Agreement rights, preferences, privileges or otherwise or any change in the rights and priviledges of the Shares; (b) any action to convert or change the Corporation into a limited liability company or other form of business organization other than a corporation; (c) selling, leasing, transferring or otherwise disposing of any of assets of the Corporation or any of its Subsidiaries topowers of, or the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or restrictions provided for the benefit of, the Preferred Shares; (iii) Any issuance of any Affiliate class of shares having rights, preferences or privileges equal to or more favorable than the rights, preferences or privileges of the Preferred Shares; (iv) Any increase in the authorized share capital of the Company, or any increase in the number of issued Preferred Shares, except as contemplated by the Series A SPA; (v) Any purchase, redemption, subdivision, consolidation, re-designation or other variation of or in the share capital of the Company (including any action that reclassifies any outstanding shares) or the rights attaching to shares in the share capital of the Company; (vi) Any reduction in the amount standing to the Company’s capital redemption or share premium reserve; (vii) Any merger, consolidation, acquisition or similar transaction of the Company with one or more other companies in which the shareholders of the Company prior to such transaction, or series of transactions, would hold shares representing less than a majority of the voting power of the outstanding shares of the surviving corporation immediately after such transaction, or series of transactions; (viii) The sale of all or substantially all of the Company’s assets; (ix) Any transaction or series of transactions whereby the Company acquires another company, including the acquisition of shares representing a majority of the voting power of the outstanding shares of another company, or an acquisition of all or substantially all of another company’s assets; (x) Any resolution for the winding up or liquidation of the Company; (xi) Any declaration or payment of a dividend or resolution to declare a dividend; (xii) [Reserved] (xiii) Material change in the nature of the business of the Company or in the Company’s business plan or budget (“Change of Business Plan or Budget”); (xiv) Any increase or decrease in the authorized number of directors of the Company; (xv) Instruct or enter into any engagement, agreement or understanding whatsoever with any broker, advisor (including, without limitation, financial, accounting, auditing or legal advisors), investment bank or similar party (each a “Service Provider”), to provide any services in connection with the listing of any of the foregoingCompany’s shares or the merger or consolidation of the Company with or into, or the sale of all or substantially all of the assets or shares of the Company to, any person or entity; (xvi) issue or sell Series A Preferred Shares other than pursuant to the Series A SPA; (xvii) create, or hold capital stock in, or make any loan or advance to any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by the Company, or sell, transfer or otherwise dispose of any capital stock of any direct or indirect subsidiary of the Company, or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license or otherwise dispose (in a single transaction or series of related transactions) of all or substantially all of the assets of such subsidiary; or (xviii) enter into any contract, arrangement or transaction with an "Affiliate Transaction")affiliate of the Company or any office holder of the Company or any of their family members, unless such Affiliate Transaction contract, arrangement or transaction (A) is on terms that are no less favorable to the Corporation or the relevant Subsidiary Company than those that could the Company would have been obtained in reasonably likely to obtain as a comparable transaction by the Corporation or such Subsidiary result of arms-length negotiations with an unrelated Person;third party and (B) has been approved by a majority vote of the disinterested members of the Board of Directors of the Company (“Related Party Transaction”). For the avoidance of doubt any transfer of shares by a shareholder to a Permitted Transferee shall not be deemed to be a Related Party Transaction. (b) Subject to Article 75(d) below, the Company shall not: (i) make an Amendment to the Articles; (ii) make any Change of Business Plan or Budget; or (iii) enter into a Related Party Transaction: without (A) the written consent, not to be unreasonably withheld or delayed, of NGT, if the matter is brought before the Shareholders; or (B) the affirmative vote, not to be unreasonably withheld or delayed, of the NGT Director, if the matter is brought before the Board. (c) Notwithstanding anything in these Articles to the contrary, with respect to any exclusive rights granted to a specific named shareholder (not by virtue of such shareholders holdings) (the “Specific Rights”), the Company shall not and shall ensure that no subsidiary of the Company shall amend, change, or modify such Specific Rights, without the prior specific written consent of the holder(s) of the relevant Specific Rights proposed to be amended, changed or modified. (d) Notwithstanding the foregoing any amendment, modification or renegotiation veto rights granted to NGT in Article 75(b)(i) (Amendment to the Articles) and in Article 75(b)(iii) (Related Party Transaction) shall terminate (and the affirmative vote of the Operations and Management Agreement entered into by the Corporation and LEG as of the date hereof; (e) creating, incurring or assuming any indebtedness for borrowed money in excess of $250,000 in the aggregate, other than the Loans; (f) any prepayment of the Loans; and (g) issuing any additional Shares or taking any other similar action which, after giving effect thereto, would have the effect of diluting the percentage interest of the capital stock owned by any Stockholder in the income of, or distributions from, the Corporation, or the voting power, represented by such Shares; provided, however, that if the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by this Section 3.3 NGT Director shall not be required to have been obtained) (x) when the Second Milestone Closing has been fully consummated by ABV and Orchestra as contemplated in connection with the issuance Series A SPA, (y) if or NGT shall have become a Defaulting Purchaser, or (z) if the Second Milestone is not met by the Second Milestone Closing Date (as such terms are defined in the Series A SPA). Notwithstanding the foregoing any veto rights granted to NGT in Article 75(b)(ii) (Change of any additional Shares Business Plan or other equity securities Budget) shall terminate (and the affirmative vote of the Corporation made NGT Director shall not be required to raise capital for have been obtained) (x) when the Third Milestone Closing has been fully consummated by ABV and Orchestra as contemplated in the Series A SPA, (y) if or NGT shall have become a Defaulting Purchaser, or (z) if the Third Milestone is not met by the Third Milestone Closing Date (as such purposeterms are defined in the Series A SPA).

Major Decisions. None (a) Subject to Article 75(d) below, the Company shall not and shall ensure that no subsidiary of the Company shall, without first obtaining: (A) the written consent of the holders of 67% of the Preferred Shares if the matter is brought before the Shareholders; or (B) the affirmative vote of the majority of the ABV Director or the Orchestra Director(s) (if appointed) if the matter is brought before the Board, either directly or by amendment, merger, consolidation or otherwise, do any of the following decisions or actions may be taken on behalf cause any subsidiary to carry out any of the Corporation without the written approval of Stockholders holding not less than eighty percent (80%) of the issued and outstanding Stock of the Corporationsuch actions: (ai) Any amendment or replacement of the articles of association of the Company (“Amendment to Articles”); (ii) any amendment or modification to the Certificate or other similar organizational document change of the Corporation (including the By-Laws) which will have a material adverse effect on the rights of any Stockholder whether under this Agreement rights, preferences, privileges or otherwise or any change in the rights and priviledges of the Shares; (b) any action to convert or change the Corporation into a limited liability company or other form of business organization other than a corporation; (c) selling, leasing, transferring or otherwise disposing of any of assets of the Corporation or any of its Subsidiaries topowers of, or the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or restrictions provided for the benefit of, the Preferred Shares; (iii) Any issuance of any Affiliate class of shares having rights, preferences or privileges equal to or more favorable than the rights, preferences or privileges of the Preferred Shares; (iv) Any increase in the authorized share capital of the Company, or any increase in the number of issued Preferred Shares, except as contemplated by the Series A SPA; (v) Any purchase, redemption, subdivision, consolidation, re-designation or other variation of or in the share capital of the Company (including any action that reclassifies any outstanding shares) or the rights attaching to shares in the share capital of the Company; (vi) Any reduction in the amount standing to the Company’s capital redemption or share premium reserve; (vii) Any merger, consolidation, acquisition or similar transaction of the Company with one or more other companies in which the shareholders of the Company prior to such transaction, or series of transactions, would hold shares representing less than a majority of the voting power of the outstanding shares of the surviving corporation immediately after such transaction, or series of transactions; (viii) The sale of all or substantially all of the Company’s assets; (ix) Any transaction or series of transactions whereby the Company acquires another company, including the acquisition of shares representing a majority of the voting power of the outstanding shares of another company, or an acquisition of all or substantially all of another company’s assets; (x) Any resolution for the winding up or liquidation of the Company; (xi) Any declaration or payment of a dividend or resolution to declare a dividend; (xii) [Reserved] (xiii) Material change in the nature of the business of the Company or in the Company’s business plan or budget (“Change of Business Plan or Budget”); (xiv) Any increase or decrease in the authorized number of directors of the Company; (xv) Instruct or enter into any engagement, agreement or understanding whatsoever with any broker, advisor (including, without limitation, financial, accounting, auditing or legal advisors), investment bank or similar party (each a “Service Provider”), to provide any services in connection with the listing of any of the foregoingCompany’s shares or the merger or consolidation of the Company with or into, or the sale of all or substantially all of the assets or shares of the Company to, any person or entity; (xvi) issue or sell Series A Preferred Shares other than pursuant to the Series A SPA; (xvii) create, or hold capital stock in, or make any loan or advance to any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by the Company, or sell, transfer or otherwise dispose of any capital stock of any direct or indirect subsidiary of the Company, or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license or otherwise dispose (in a single transaction or series of related transactions) of all or substantially all of the assets of such subsidiary; or (xviii) enter into any contract, arrangement or transaction with an "Affiliate Transaction")affiliate of the Company or any office holder of the Company or any of their family members, unless such Affiliate Transaction contract, arrangement or transaction (A) is on terms that are no less favorable to the Corporation or the relevant Subsidiary Company than those that could the Company would have been obtained in reasonably likely to obtain as a comparable transaction by the Corporation or such Subsidiary result of arms-length negotiations with an unrelated Person; third party and (dB) any amendment, modification or renegotiation has been approved by a majority vote of the Operations and Management Agreement entered into by the Corporation and LEG as disinterested members of the date hereof; (e) creating, incurring or assuming any indebtedness for borrowed money in excess of $250,000 in the aggregate, other than the Loans; (f) any prepayment of the Loans; and (g) issuing any additional Shares or taking any other similar action which, after giving effect thereto, would have the effect of diluting the percentage interest of the capital stock owned by any Stockholder in the income of, or distributions from, the Corporation, or the voting power, represented by such Shares; provided, however, that if the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment of the Facility or in connection with Company (“Related Party Transaction”). For the operation avoidance of the Facility then the super-majority approval doubt any transfer of the Stockholders required shares by this Section 3.3 a shareholder to a Permitted Transferee shall not be required in connection with deemed to be a Related Party Transaction. (b) Subject to Article 75(d) below, the issuance Company shall not: (i) make an Amendment to the Articles; (ii) make any Change of any additional Shares Business Plan or other equity securities Budget; or (iii) enter into a Related Party Transaction: without (A) the written consent, not to be unreasonably withheld or delayed, of NGT, if the matter is brought before the Shareholders; or (B) the affirmative vote, not to be unreasonably withheld or delayed, of the Corporation made NGT Director, if the matter is brought before the Board. (c) Notwithstanding anything in these Articles to raise capital for the contrary, with respect to any exclusive rights granted to a specific named shareholder (not by virtue of such purposeshareholders holdings) (the “Specific Rights”), the Company shall not and shall ensure that no subsidiary of the Company shall amend, change, or modify such Specific Rights, without the prior specific written consent of the holder(s) of the relevant Specific Rights proposed to be amended, changed or modified.

Major Decisions. None The following actions or decisions may not be taken by the Board without the consent of the following decisions or actions may be taken on behalf holders of the Corporation without the written approval of Stockholders holding not less than eighty seventy-five percent (8075%) of the issued and outstanding Stock of the CorporationClass A Members: (a) any amendment or modification to changing the Certificate or other similar organizational document purposes of the Corporation (including Company or the By-Laws) which will have a material adverse effect on nature of its business from the rights retail sale of western and work wear or causing or permitting the Company to engage in any Stockholder whether under this Agreement or otherwise or any change in the rights and priviledges of the Sharesactivity that is not consistent with such business; (b) any action to convert or change the Corporation into a limited liability company or other form acting in contravention of business organization other than a corporationthis Agreement; (c) selling, leasing, transferring or otherwise disposing of any of assets acting in a manner which would make it impossible to carry on the ordinary business of the Corporation or any of its Subsidiaries toCompany, or the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained except as otherwise provided in a comparable transaction by the Corporation or such Subsidiary with an unrelated Personthis Agreement; (d) any amendment, modification or renegotiation of confessing a judgment against the Operations and Management Agreement entered into by the Corporation and LEG as of the date hereofCompany; (e) creating, incurring merging into or assuming consolidating with any indebtedness for borrowed money in excess of $250,000 in other Person or changing the aggregate, other than the LoansCompany’s legal structure; (f) dissolving the Company; (g) paying or declaring any prepayment dividend or distribution on any Membership Interests or other securities of the LoansCompany, other than (A) the Class A Membership Interests or (B) tax distributions as provided for herein; (h) authorizing any units or other securities superior to or on parity with the Class A Membership Interests as to distributions, dividends, liquidation, redemption, conversion, registration rights, voting or assets, and any securities exchangeable, convertible or exercisable for such units or securities; (i) altering or changing any of the powers, preferences, privileges or rights of the Class A Membership Interests or increasing or decreasing the total number of authorized Class A Membership Interests; (j) reclassifying any Class B Membership Interests into units or other securities having preferences superior to or on parity with the Class A Membership Interests as to distributions, dividends, liquidation, redemption, conversion, registration rights, voting or assets; (k) amending, repealing, or adding to any provision of the Company’s Articles or this Operating Agreement that adversely affects the holders of Class A Membership Interests; (l) authorizing the voluntary or involuntary liquidation, dissolution or winding up of the Company or its business; (m) selling all or substantially all of the assets of the Company; (n) the commencement of any case, proceeding or other action on behalf of the Company under any existing or future law relating to bankruptcy, insolvency, reorganization or the relief of debtors or soliciting any other party to take any action in furtherance of the foregoing; and (go) issuing any additional Shares or taking any other similar action which, after giving effect thereto, would have making an assignment for the effect benefit of diluting the percentage interest of the capital stock owned by any Stockholder in the income of, or distributions from, the Corporation, or the voting power, represented by such Shares; provided, however, that if the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purposecreditors.

Major Decisions. None Subject to Section 5.11, no Member, Board Member, officer, employee, agent or representative of the following decisions Company shall have any authority to bind or actions may be taken take any action on behalf of the Corporation without Company with respect to any Major Decision unless such Major Decision has been unanimously approved by the written Board, provided that following the delivery of a Notice of Removal and the appointment of Replacement Members pursuant to Section 5.1(b)(iii) above, only the approval of Stockholders holding not less than eighty percent (80%) the four Replacement Members shall be required for any Major Decision. Each of the issued and outstanding Stock of following matters or actions by the CorporationCompany shall constitute a “Major Decision”: (a) incurring any amendment borrowings of any kind, including capital leases, or modification to the Certificate issuance or other similar organizational document restructuring of any debt of the Corporation Company or causing the Company to guaranty indebtedness, other than (including i) the By-LawsBank Revolving Credit Facility, (ii) which will have a material adverse effect on the rights of any Stockholder whether under this Agreement or otherwise or any change purchase money indebtedness up to $5,000,000 and (iii) unsecured trade indebtedness in the rights and priviledges of the Sharesan aggregate not to exceed $15,000,000; (b) assuming or guaranteeing the performance of any action to convert or change obligation outside the Corporation into a limited liability company or other form ordinary course of business organization other greater than a corporation$2,500,000; (c) sellingadding a new class of securities or increasing or decreasing the outstanding ownership, leasingincluding additional Units or other Equity Securities, transferring of the Company or otherwise disposing of any of assets of the Corporation or any of its Subsidiaries to, or the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated Personrequiring additional Capital Contributions; (d) any amendment, modification or renegotiation of the Operations and Management Agreement entered into by the Corporation and LEG admitting additional Members except pursuant to a Capital Contribution as of the date hereof;described in Article III; 12111833.11 (e) creating, incurring abandoning or assuming any indebtedness for borrowed money in excess selling assets with a value of $250,000 30,000,000 or greater in the aggregate, other than the Loansone transaction or a series of related transactions; (f) acquiring new assets with a value in excess of $30,000,000; (g) repurchase, redeem or make any prepayment payment in respect of any Units other than the Class A Preferred Units, provided that no consent shall be necessary to pay any Tax Distributions; (h) forming or joining a joint venture (excepting customary oil and gas industry exploration and development agreements, to the extent not otherwise prohibited by this Section 5.2) or subsidiary, or merging or consolidating with another entity; (i) compromising or settling a lawsuit brought by or against the Company or confess judgment against the Company for amounts in excess of $2,500,000; (j) entering into a material contract with, making any loan to, advancing payments to, redeeming or repurchasing Units from or authorizing any dividend or distributions to, Members, except for distributions pursuant to either Section 7.1(b) or Section 7.3; (k) the liquidation, dissolution, or winding up of the LoansCompany; or reorganizing or recapitalizing the Company; (l) amending or repealing this Agreement; (m) filing a voluntary petition for bankruptcy, seeking a receiver, making an assignment for the benefit of its creditors, making an admission in writing of Company’s inability to pay its debts; (n) requiring the Members to make any Capital Contributions in addition to those required under Article III; (o) changing the Company’s principal outside accounting firm; (p) making any loans to any person outside the ordinary course of business; (q) authorizing or issuing any Class B Units or other incentive equity interests in the Company or its subsidiaries; (r) taking, or refraining from taking, any action that would result in the Company not being classified as a partnership for federal or applicable state tax income purposes; and (gs) issuing transactions, agreements, contracts and undertakings with any additional Shares or taking any other similar action which, after giving effect thereto, would have the effect of diluting the percentage interest of the capital stock owned by any Stockholder in the income of, or distributions from, the Corporation, or the voting power, represented by such Shares; provided, however, that if the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purposeMember’s Affiliates.

Major Decisions. None of the following decisions or actions may No act shall be taken or sum expended or obligation incurred which is legally binding on behalf of the Corporation without the written approval of Stockholders holding not less than eighty percent (80%) of the issued and outstanding Stock of the Corporation: (a) any amendment or modification to the Certificate or other similar organizational document of the Corporation (including the By-Laws) which will have a material adverse effect on the rights of any Stockholder whether under this Agreement or otherwise or any change in the rights and priviledges of the Shares; (b) any action to convert or change the Corporation into a limited liability company or other form of business organization other than a corporation; (c) selling, leasing, transferring or otherwise disposing of any of assets of the Corporation or any of its Subsidiaries to, or subsidiaries with respect to a matter within the purchasing by scope of any of the major decisions ("Major Decisions") affecting the Corporation by any officer, director or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each shareholder in whatever capacity such person is acting unless such Major Decision has been approved by Shareholders who own a majority [2/3] of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to Shares of the Corporation or Corporation. The Major Decisions consist of the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated Person;following: (da) any amendment, modification or renegotiation Authorization of contracts that involve an extraordinary commitment (not occurring in the ordinary course of business operations of the Operations and Management Agreement entered into by Corporation) on the Corporation and LEG as part of the date hereof;Corporation. (eb) creatingIncur, incurring or assuming in excess of [$ Amount], any indebtedness for borrowed money money, any contingent liability, or sign, mortgage, pledge, encumber, grant any security interest in excess of $250,000 in the aggregate, other than the Loans; (f) or transfer any prepayment of the Loans; and (g) issuing any additional Shares Corporation’s assets, whether now owned or taking any other similar action whichhereafter acquired, after giving effect theretosave and except, would have the effect of diluting the percentage interest of the capital stock owned by any Stockholder in the income of, or distributions from, the Corporation, or the voting power, represented by such Shares; provided, however, that if the Board of Directors shall determine agree that additional the Corporation is in need of operating capital is needed in connection with the construction or refurbishment and any shareholder refuses to contribute that shareholder's pro rata share of the Facility Corporation's needs then the Corporation may borrow the refusing Shareholder's pro rata share from any other Shareholder to be repaid upon demand with interest at the rate of 10% per annum which loan is to be secured by a security interest in the Corporation's assets. For the purpose hereof, the sale or assignment of accounts receivable and execution of leases, option agreements, installment sales contracts, or rental agreements shall constitute incurring indebtedness for borrowed money, and the execution of any guaranty or letter of credit agreement shall constitute the incurrence of a contingent liability. (c) Lend money or credit to, or make or permit to be outstanding, loans, or advances to any person, firm or corporation, other than accounts receivable in connection with the operation ordinary course of business. (d) Sell, lease, transfer or otherwise dispose of all or any substantial part of the Facility then corporate assets (any asset having the super-majority approval greater of fair market value or book value, in excess of ($ Amount) whether now owned or hereafter acquired. (e) Make distributions of cash or other property to Shareholders in their capacity as a shareholder. (f) Establish or change the compensation of any officer, director or Shareholder of the Stockholders required by this Section 3.3 shall not be required in connection with the issuance of Corporation. (g) Purchase fixed assets individually costing more than ($ Amount) during any additional Shares consecutive six (6) month period. (h) Expend cash or other equity securities liquid assets in excess of ($ Amount) for any single asset, expense or liability. (i) Establish, change or alter any name, trademark or trade name under which the Corporation conducts any of its business activities. (j) Change the general type of business activity of the Corporation. (k) Enter into or modify any agreement between the Corporation made and any person that is related by blood or marriage to raise capital for such purposea Shareholder (or the principal of a Shareholder in the case of a Shareholder that is an entity), or a person with whom a Shareholder is a partner or co-owner in another venture. (l) Issuance, exchange or redemption of stock or securities in the Corporation.

Major Decisions. None Notwithstanding any other provisions of this Agreement, the Company and/or the Managing Member may not, without the Approval of the Non-Managing Member of the Company, take any of the following decisions actions (each, a “Major Decision”): (i) borrow money or actions may be taken on behalf amend the terms and conditions of any financing of the Corporation without the written approval of Stockholders holding not less than eighty percent Company in any material respect or make elections with respect to interest periods, interest rates or other material provisions under any such financing; (80%ii) lend money (whether on a secured or unsecured basis, but excluding trade debt); (iii) grant any mortgage, security interest or any other lien on any Property or any other assets of the issued and outstanding Stock of the Corporation:Company; (aiv) subject all or any amendment or modification to the Certificate or other similar organizational document of the Corporation (including the By-Laws) which will have a material adverse effect on the rights part of any Stockholder whether under this Agreement Property to a condominium statute or convert any Property to condominium or cooperative form of ownership; (v) except as otherwise provided herein, sell all or any portion of any Property; (vi) seek or consent to any change in the rights and priviledges zoning or other land use regulations affecting any Property or any permits or approvals granted thereunder if such change will materially adversely affect the value of the SharesProperty or the rights, interests or obligations of the parties under this Agreement; (bvii) any action to convert rebuild or change reconstruct the Corporation into improvements on the Property if they are substantially damaged by a limited liability company fire or other form of business organization other casualty, except to the extent the Company is required to do so pursuant to any loan secured by the Property or except to the extent that the cost to rebuild or reconstruct the improvements is less than a corporation$500,000; (cviii) sellingacquire any real property (other than the Property), leasingany direct or indirect interest in real property, transferring or otherwise disposing of any of assets of the Corporation or any of its Subsidiaries to, or the purchasing by the Corporation or interest in any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated Person; (dix) assign, transfer, pledge, compromise or release any amendment, modification or renegotiation of the Operations and Management Agreement entered into claims of or debts or insurance or condemnation proceeds due the Company exceeding $50,000 except in connection with the receipt by the Corporation and LEG as Company of the date hereofpayment in full of such claims or debts; (ex) creatingdissolve the Company; (xi) effect any merger, incurring consolidation or assuming restructuring of the Company; (xii) file or consent to the filing of any indebtedness petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for borrowed money the benefit of creditors with respect to either the Company or the Managing Member; (xiii) purchase or redeem all or any portion of the interest of any Member in the Company, except as otherwise provided herein; (xiv) form, directly or indirectly, any subsidiary (except as may be required by the Lender in connection with any financing or refinancing of the Property); (xv) amend or otherwise modify this Agreement or any of the organizational documents of the Company in any respect; (xvi) enter into or conduct any business or operations other than in connection with the business of the Company as contemplated by Section 7 hereof or otherwise herein; (xvii) settle any casualty loss (except to the extent fully covered by insurance less any deductible) or condemnation claim in excess of $250,000 in the aggregate, other than the Loans250,000; (fxviii) settle any prepayment of the Loansmaterial litigation or threatened litigation; (xix) enter into any material contract or agreement that is not on then-prevailing market terms in all respects; (xx) issue additional equity interests in itself; and (gxxi) issuing any additional Shares or taking take any other similar action actions which, after giving effect theretopursuant to the terms of this Agreement, would have the effect require Approval of diluting the percentage interest all of the capital stock owned by any Stockholder in the income of, or distributions from, the Corporation, or the voting power, represented by such Shares; provided, however, that if the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purposeMembers.

Major Decisions. None The authority given to the Directors in respect of the Company under this Agreement shall not extend to any of the following decisions or actions may be taken on behalf which shall require the prior unanimous written consent of the Corporation without the written approval of Stockholders holding not less than eighty percent (80%) of the issued and outstanding Stock of the CorporationShareholders: (a) the reduction of the capital of the Company or making any amendment distribution of assets upon, or modification to the Certificate redemption, reduction or other similar organizational document retirement or purchase of, any of the Corporation Shares of the Company (except as otherwise contemplated herein); (b) the increase, alteration, modification or amendment of the authorized capital of the Company, whether issued or unissued, in any manner whatsoever; (c) the splitting or consolidation of any of the authorized capital of the Company, whether issued or unissued; (d) the issuance or allotment or grant of any right to subscribe for or acquire any Shares in the capital of the Company (including securities convertible or exchangeable into Shares of the By-LawsCompany), except where provided for in this Agreement; (e) which will have a material adverse effect on the rights sale, assignment, lease, exchange or transfer of all or substantially all of the assets or undertaking of the Company; (f) any Stockholder whether under this Agreement increase or otherwise or decrease in the number of Directors; (g) any change in the rights and priviledges quorum requirements for meetings of the Shares; Shareholders or for meetings of the Directors of the Company; (bh) the amendment, repeal or variation of any provision contained in the Articles of the Company; (i) any action consolidation, amalgamation, merger or combination of the Company with any other company; and (j) any consent to convert the filing of a bankruptcy petition in respect of, or change to the Corporation into appointment of a limited liability company trustee in bankruptcy, receiver or liquidator of, or other form of business person supervising or conducting the winding-up, liquidation, dissolution or re-organization of, or other than a corporation; (c) selling, leasing, transferring similar proceeding or otherwise disposing of occurrence relating to the Company; passing any of assets resolution for the winding-up of the Corporation or any of its Subsidiaries to, or the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or Company; making any contract, agreement, understanding, loan, advance or guarantee with, or assignment for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated Person; (d) any amendment, modification or renegotiation of the Operations and Management Agreement entered into by the Corporation and LEG as of the date hereof; (e) creating, incurring or assuming any indebtedness for borrowed money in excess of $250,000 in the aggregate, other than the Loans; (f) any prepayment of the Loans; and (g) issuing any additional Shares or taking any other similar action whicharrangement with, after giving effect thereto, would have the effect of diluting the percentage interest creditors of the capital stock owned by any Stockholder in the income of, Company; or distributions from, the Corporation, committing or the voting power, represented by such Shares; provided, however, that if the Board threatening to commit an act of Directors shall determine that additional capital is needed in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purposebankruptcy.

Major Decisions. None Notwithstanding anything contained in this --------------- Agreement which may be construed to the contrary, the vote, consent or approval of Unitholders holding at least a majority of the then outstanding Units entitled to vote shall be required to take any of the following decisions actions: (i) to authorize a merger, consolidation or actions may be taken reorganization involving the Company, whether or not the Company is the surviving entity, (ii) to authorize the sale of all or substantially all of the assets of the Company, (iii) to authorize or approve a change in the amount or character of the Unitholder's Capital Contributions, (iv) to authorize any Manager or Unitholder to do any act on behalf of the Corporation without Company that contravenes this Agreement, (v) to amend the written approval Company's Certificate of Stockholders holding not less than eighty percent Formation or this Agreement, if the amendment would: (80%1) change the management of the issued and outstanding Stock Company from the Managers to Unitholders or from Unitholders to Managers; (2) increase or decrease the aggregate number of authorized Units; (3) effect an exchange or reclassification of all or part of the Corporation: Units; (a4) any amendment change the designation, rights, preferences, or modification limitations of all or part of the Units; (5) change all or part of the Units into a different number of units or other ownership interests of the same class; (6) create a new class of units having rights or preferences with respect to distribution or to dissolution that are prior, superior, or substantially equal to the Certificate Units; (7) increase the rights, preferences, or other similar organizational document number of the Corporation (including the By-Laws) which will have a material adverse effect on the rights authorized units of any Stockholder whether under this Agreement or otherwise or any change in the rights and priviledges of the Shares; (b) any action to convert or change the Corporation into a limited liability company or other form of business organization other than a corporation; (c) selling, leasing, transferring or otherwise disposing of any of assets of the Corporation or any of its Subsidiaries to, or the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated Person; (d) any amendment, modification or renegotiation of the Operations and Management Agreement entered into by the Corporation and LEG as of the date hereof; (e) creating, incurring or assuming any indebtedness for borrowed money in excess of $250,000 in the aggregate, other than the Loans; (f) any prepayment of the Loans; and (g) issuing any additional Shares or taking any other similar action whichclass that, after giving effect theretoto the amendment, would have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the effect Units; (8) create any preemptive rights for the benefit of diluting the percentage interest Unitholder; (9) cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the capital stock owned by Units; (10) change the manner of electing Managers described in Section 4.1(b); (11) change the provisions of Section 4.1(d) in any Stockholder in way; or (12) limit or deny the income of, or distributions from, the Corporation, or the voting power, represented by such Shares; provided, however, that if the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment appraisal rights of the Facility or Unitholders described in connection with the operation of the Facility then the super-majority approval of the Stockholders required by this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purpose3.23.

Major Decisions. None Notwithstanding anything contained herein to the contrary, Borrower shall (and shall cause, suffer or permit Sole Member or Holdings to) obtain Lender’s prior written consent before it takes or approves any of the following decisions actions: (i) changing the express purpose of Borrower, Sole Member or actions may be taken on behalf of the Corporation without the written approval of Stockholders holding not less than eighty percent (80%) of the issued and outstanding Stock of the Corporation: (a) any amendment or modification to the Certificate or other similar organizational document of the Corporation (including the By-Laws) which will have a material adverse effect on the rights of any Stockholder whether under this Agreement or otherwise or any change Holdings as set forth in the rights and priviledges of the Shares; (b) any action to convert or change the Corporation into a limited liability company or other form of business organization other than a corporation; (c) selling, leasing, transferring or otherwise disposing of any of assets of the Corporation or any of its Subsidiaries to, or the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated Person; (d) any amendment, modification or renegotiation of the Operations and Management Agreement entered into by the Corporation and LEG respective operating agreement as of the date hereof; , (eii) creatingthe dissolution, incurring liquidation or assuming merger of Borrower, Sole Member or Holdings with or into another entity; (iii) any indebtedness sale or refinance of all or a portion of the Property; (iv) the purchase by Borrower, Sole Member or Holdings or the sale of any asset not in the ordinary course of business; (v) the purchase by Borrower, Sole Member or Holdings of the stock, membership interest or assets of another Person; (vi) the sale of all or substantially all of Borrower’s, Sole Member’s or Holding’s assets; (vii) taking any action to cancel or terminate any Material Agreement, Major Lease or Affiliate Agreement; (viii) selling, assigning, pledging, transferring, mortgaging, hypothecating or otherwise disposing of (by operation of law or otherwise) or encumbering any part of its interest in any Material Agreement, Major Lease or Affiliate Agreement; (ix) waiving any default under or breach of any provisions of any Material Agreement, Major Lease or Affiliate Agreement; (x) waiving, failing to enforce, forgiving or releasing any right, interest or entitlement, howsoever arising, under or in respect of any provisions of any Material Agreement, Major Lease or Affiliate Agreement or varying or agreeing to the variation in any material way of any provisions of any Material Agreement, Major Lease or Affiliate Agreement or of the performance of any other Person under any Material Agreement, Major Lease or Affiliate Agreement; (xi) modifying, amending, restating or supplementing any Material Agreement, Major Lease or Affiliate Agreement; (xii) giving any consent under any Material Agreement, Major Lease or Affiliate Agreement; (xiii) petitioning, requesting or taking any other legal or administrative action that seeks, or may reasonably be expected, to rescind, terminate or suspend any Major Lease, Material Agreement or Affiliate Agreement, (xiv) the borrowing of money from any Person, including banks and other lending institutions, (xv) guaranteeing or becoming obligated for borrowed money the debt of any Person, and (xvi) entering into any contract, agreement or lease which requires payments by Borrower, Sole Member or Holdings in excess of $250,000 in the aggregate, other than the Loans; (f) any prepayment of the Loans; and (g) issuing any additional Shares or taking any other similar action which, after giving effect thereto, would have the effect of diluting the percentage interest of the capital stock owned by any Stockholder in the income of, or distributions from, the Corporation, or the voting power, represented by such Shares; provided, however, that if the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purposeper annum.

Major Decisions. None Notwithstanding the grant of authority to the following decisions or actions may be taken on behalf of the Corporation Manager under Section 5.1 hereof, without the prior written approval of Stockholders holding not less than eighty percent (80%) each Member that is an Affiliate of either Colonial REIT or G&I V REIT, the issued and outstanding Stock of the CorporationManager shall not: (ai) Do any amendment or modification to the Certificate or other similar organizational document act in contravention of the Corporation (including the By-Laws) which will have a material adverse effect on the rights of any Stockholder whether under this Agreement or otherwise or any change in the rights and priviledges of the SharesAgreement; (bii) Employ, or permit the Company to employ, the funds or assets of the Company in any action to convert or change manner except for the Corporation into a limited liability company or other form exclusive benefit of business organization other than a corporationthe Company; (ciii) sellingPerform any act which would, leasingat the time such act occurred, transferring or otherwise disposing of subject any of assets of the Corporation or Member to liability as a Member in any of its Subsidiaries to, or the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated Personjurisdiction; (div) Cause the Company (or any amendment, modification or renegotiation subsidiary of the Operations and Management Agreement entered into by Company) to sell, exchange or otherwise dispose of a Property or the Corporation and LEG as interest of the date hereofCompany and its subsidiaries therein for consideration other than cash; (ev) creatingCause a Refinancing of the Chase Financing, incurring on a Property by Property basis, in an amount less than the original principal amount of the Chase Financing allocated to each such Property; (vi) Cause the Company (or assuming any indebtedness subsidiary of the Company) to merge into or consolidate with any Person for borrowed money consideration other than cash; (vii) Cause the Company (or any subsidiary of the Company) to enter into any contract or agreement with any Member or the Manager or any Affiliate of any Member or the Manager, except to enter, modify or terminate the property management rights agreements as set forth in Section 5.1(n) of this Agreement; (viii) Cause the Company (or any subsidiary of the Company) to consent to or otherwise suffer to exist any plan of reorganization or liquidation in connection with any Bankruptcy, reorganization, debt arrangement or any dissolution, winding up or liquidation proceeding that would involve the receipt by the Members or the Company (or any subsidiary of the Company) of consideration other than cash; (ix) Enter into any lease covering in excess of $250,000 in 5,000 square feet of space; or (x) Approve the aggregate, annual operating and capital plan with respect to any Property (other than those managed by a Colonial Property Manager, approval of which shall be subject to the Loans; (f) any prepayment terms of the Loans; and applicable Colonial Management Agreement) (g) issuing any additional Shares or taking any other similar action whichsuch plan, after giving effect thereto, would have the effect of diluting the percentage interest “Operating Plan”). Each of the capital stock owned by any Stockholder in the income of, or distributions from, the Corporation, or the voting power, represented by such Shares; provided, however, that if the Board of Directors shall determine that additional capital foregoing is needed in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made hereinafter referred to raise capital for such purposeas a “Major Decision.”

Major Decisions. None (a) No Shareholder shall vote any Shares, and Bxxxxxx shall not give any consent under the Mxxxxx Agreement, without the consent of both Bxxxxxx and Rxxxxx, in favor of any of the following decisions or actions may be taken on behalf of the Corporation without the written approval of Stockholders holding not less than eighty percent (80%) of the issued and outstanding Stock of the Corporation: (a) any amendment or modification to the Certificate or other similar organizational document of by the Corporation (including “Major Decisions”): (i) to merge with or into or consolidate with or enter into a business combination, share exchange or similar transaction with any other corporation or entity; to sell, lease or otherwise dispose of all or substantially all of its properties or assets in a single or series of related transactions (other than in connection with the By-Laws) formation of a real estate investment trust of which will have a material adverse effect on the rights Corporation is the founder or sponsor or similar transaction and in which the Corporation is the general partner); to dispose of all or substantially all subsidiaries, to acquire all or substantially all of the stock or properties and assets of any Stockholder whether under this Agreement or otherwise or other corporation in a transaction which involves an investment of more than $10,000,000 (which amount shall increase effective January 1 of each year to reflect any change increase in the rights and priviledges of Consumer Price Index –All Urban Consumers, All Items, U.S. City Average (“CPI”) over the Shares; (b) any action to convert or change the Corporation into a limited liability company or other form of business organization other than a corporation; (c) sellingCPI for January, leasing, transferring or otherwise disposing of any of assets of the Corporation or any of its Subsidiaries to, or the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"2003), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated Person; (d) any amendment, modification or renegotiation of the Operations and Management Agreement entered into by the Corporation and LEG as of the date hereof; (e) creating, incurring or assuming any indebtedness for borrowed money in excess of $250,000 in the aggregate, other than the Loans; (f) any prepayment of the Loans; and (g) issuing any additional Shares or taking any other similar action which, after giving effect thereto, would have the effect of diluting the percentage interest of the capital stock owned by any Stockholder in the income of, or distributions from, the Corporation, or the voting power, represented by such Shares; provided, however, that if consent of both the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by this Section 3.3 Bxxxxxx Group and Rxxxxx Group shall not be required with respect to (x) any of the foregoing satisfying the conditions set forth in connection with the issuance of any additional Shares parenthetical to Section 5(a)(ii) below, or other equity securities (y) a merger of the Corporation made with a publicly traded corporation having a total market capitalization greater than $500 million for a price greater than 125% of the average bid quote for the Common Stock on the OTCBB (or any successor quotation service on which bid quotes for the Common Stock are reported) for the 40 trading days prior to raise capital the date on which a binding merger agreement is signed by the Corporation; (ii) to dissolve the Corporation (within the meaning of the Delaware Business Corporation Law); (iii) to effect a reorganization, restructuring or recapitalization other than one satisfying the conditions set forth in the parenthetical to Section 5(a)(ii) below. (iv) to engage in a tender offer for such purposeshares of the Corporation’s Common Stock (other than cash or cash equivalents) (v) to permit any single or related series of investments by the Corporation in an amount in excess of $10,000,000 (which amount shall increase effective January 1 of each year to reflect any increase in the CPI over the CPI for January, 2003; or (vi) to amend the Certificate of Incorporation of the Corporation. (b) Bxxxxxx shall instruct Cxxxxxx and Sxxxxx Xxxxxxx to use their respective best efforts to give Bxxx reasonable notice of all meeting with parties not Affiliated with the Corporation related to the Waterfront complex at which both Cxxxxxx and Sxxxxx Xxxxxxx are attending.

Major Decisions. None Subject to any limitations on the rights of the Company under any JV Agreements and, with respect to clauses (x) and (xi) below, the Mortgage Loan Documents, the Company hereby covenants and agrees that for so long as the Loan remains outstanding, the Company shall not take, and shall cause its Affiliates and Subsidiaries not to take, any of the following decisions actions (any such action, a “Major Decision”) without obtaining the prior written consent from POLAR, such consent not to be unreasonably withheld, conditioned or delayed (except that, with respect to each of (a) clauses (vi) and (vii), in the event that POLAR reasonably determines that the taking of any such actions may set forth in such clauses could cause the ITV Ratio covenant set forth in Section 9(a) to fail to be taken on behalf satisfied, and (b) clauses (xviii) and (xxvi) below, POLAR may, in its sole and absolute discretion, withhold its consent to the taking of such actions): (i) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), for which the monetary damages being sought is in excess of $250,000 individually or in the aggregate; (ii) approve the Annual Budget (as defined in Section 6(b)(iii) hereof) for any Property or Properties and the Company; (iii) (x) commence an Insolvency Proceeding involving the Company or any of its Subsidiaries; (y) propose a written agreement of composition or extension of the Corporation without debts of the written approval Company or any of Stockholders holding its Subsidiaries; or (z) make a general assignment for the benefit of the creditors of the Company and/or any of its Subsidiaries, or the filing or any other action in furtherance of an Insolvency Proceeding of the Company or any of its Subsidiaries; (iv) except with respect to the Model Home Subsidiaries, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization with respect to the Company or any of its Subsidiaries; (v) enter into any transaction for the purchase or acquisition of any additional Property or Properties, or acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof; (vi) enter into any transaction involving the sale, conveyance, alienation, encumbrance, mortgage, pledge or other disposition of all or any portion of (x) any commercial Property (or any portion thereof or interest therein) or (y) any model home pursuant to an agreement that is not less than eighty on arms’-length terms or which provides for non-market terms or conditions (e.g., the payment of a purchase price that is below the Fair Market Value of the applicable Property or bulk sales of any Property or Properties); (vii) enter into any financing or refinancing transaction involving any Property or Properties and the terms of any such financing or refinancing (including any mezzanine financing secured by a direct or indirect interest in the owner of a Property) that (x) would violate the aggregate ITV Ratio covenant set forth in Section 9(a) of this Agreement with respect to either the individual Property or the Company and its Subsidiaries, taken as a whole, (y) would violate the provisions of any of the Mortgage Loans or any agreements, instruments or similar documents in respect of such Mortgage Loans (collectively, the “Mortgage Loan Documents”) or (z) that contains any non-market terms and conditions; (viii) make or incur any capital expenditures or other discretionary expenditures that are not included in the Annual Budget or are in excess of ten percent (8010%) of the issued and outstanding Stock of the Corporation: (a) any amendment or modification to the Certificate or other similar organizational document of the Corporation (including the By-Laws) which will have a material adverse effect on the rights of any Stockholder whether under this Agreement or otherwise or any change budgeted amount in the rights and priviledges Annual Budget for such expenditures, provided that the deviation from the budgeted amount is in excess of the Shares; (b) any action to convert or change the Corporation into a limited liability company or other form of business organization $100,000 for such expenditures, other than a corporation; (c) selling, leasing, transferring or otherwise disposing of any of assets of expenditures which are made by the Corporation Company or any of its Subsidiaries toin respect of matters involving safety concerns or emergency maintenance or repairs with respect to a Property; (ix) enter into any material amendment, modification, waiver or termination of any of the Mortgage Loans or the terms thereof that could reasonably be expected to have an adverse effect (economic or otherwise) on any of the Properties, POLAR, the Note or the Company’s (or any applicable Subsidiary’s or Subsidiaries’) investment in any of the Properties; (x) enter into, modify or terminate, or waive any material rights or release any material claims or grant any consents or approvals under, a Property Management Agreement; (xi) the purchasing selection or replacement of a Property Manager; (xii) enter into, modify or terminate, or waive any material rights or release any material claims or grant any consents or approvals under, a Major Contract; (xiii) enter into any transaction with any Subsidiary of the Company or any Affiliate of the Company or an Affiliate any of its Subsidiaries or the payment by the Corporation Company of any fee to any Affiliate of the Company or any of its Subsidiaries assets fromexcept pursuant to a written property management, asset management or entering into leasing agreement or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained other contract approved in a comparable transaction writing by the Corporation or such Subsidiary with an unrelated PersonPOLAR; (dxiv) enter into any amendmentnew, modification or renegotiation of amend or modify any Material Lease (except to the Operations and Management Agreement entered into extent in accordance with leasing parameters which have been previously approved by POLAR with respect to the Corporation and LEG as of the date hereofapplicable Property or Properties); (exv) creatingexcept for issuances of Common Stock or securities convertible into or exchangeable for Common Stock which would rank lower in priority of payment than the Note, incurring authorize for issuance, issue, grant, sell, pledge, dispose of or assuming propose to issue, grant, sell, pledge or dispose of any of shares of its capital stock or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any shares of its capital stock or other securities or equity interests, including any securities convertible into or exchangeable for any of its capital stock; (xvi) except with respect to issuances of equity that is fully subordinated to the equity interests held by the Company and its Subsidiaries, admit any new member or substitute any new member into any JV Agreement or redeem or repurchase any member’s interest in any JV, except for any mandatory redemptions as may be required pursuant to an applicable JV Agreement; (xvii) enter into any merger, consolidation, recapitalization or other business combination to which the Company or any of its Subsidiaries is a party, or effectuate a sale of all or substantially all of its assets; (xviii) amend, waive or otherwise modify, in any respect, any of its organizational documents; (xix) take any action that would constitute a default under, or which would involve a breach or violation of the terms under, any Mortgage Loans or any Mortgage Loan Documents; (xx) except to the extent permitted pursuant to Section 9(b) hereof, the Note and any applicable Mortgage Loan Documents, incur, create, assume, prepay or otherwise become liable for any indebtedness for borrowed money (directly, contingently or otherwise); (xxi) take any action in respect of the enforcement of the Company’s or any Subsidiary’s rights under any of the Mortgage Loans or any of the Mortgage Loan Documents (other than requesting and receiving loan advances or disbursements in accordance with the terms of the Mortgage Loan Documents); (xxii) settle, adjust or compromise any insurance claim or condemnation action relating to any Property with respect to any amount that is in excess of $250,000 in four percent (4%) of the aggregateFair Market Value of such Property or which settlement, other than adjustment or compromise would require the Loansconsent of any lender under the applicable Mortgage Loan; (fxxiii) any prepayment change the size of the Loans; andBoard of Directors; (gxxiv) issuing remove or replace any additional Shares or taking any other similar action which, after giving effect thereto, would have the effect of diluting the percentage interest of the Company’s officers or other senior management personnel; (xxv) directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its capital stock owned by any Stockholder in the income ofequity or other securities or equity interests, or distributions fromdeclare or pay any dividend or other distribution to equityholders of the Company or any of its Subsidiaries except to the extent required pursuant to any of the Loan Documents, any applicable organizational documents of the CorporationCompany and its Subsidiaries, or the voting power, represented by such SharesCode as a condition to REIT status; provided, however, that if the Board Company and/or its Subsidiaries may (x) make redemptions of Directors shall determine equity interests held by third parties (i.e., excluding redemptions from Affiliates, officers, managers or directors) in its reasonable discretion which involve an aggregate amount that additional capital is needed in connection less than $100,000 per annum, and (y) declare and pay dividends to equityholders of the Company and its Subsidiaries which are consistent with the construction Company’s past practice (i.e., the Company may not increase the amounts of its dividend distributions), including as to the portion of such dividends that constitute cash (i.e., the Company may not increase the cash portion of its dividend distributions); (xxvi) amend or refurbishment modify any provision of any of the Facility Loan Documents; (xxvii) make or rescind any material election relating to income taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to income taxes, file any amended tax return or claim for refund, or make any material change in its accounting or tax policies or procedures, in each case except as required by applicable law or in connection compliance with the operation GAAP; (xxviii) make any change in accounting methods, principles or practices, except as required by applicable law or in compliance with GAAP; (xxix) engage any accountants to work on behalf of the Facility then the super-majority approval Company, other than Squar, Milner, Peterson, Miranda & Xxxxxxxxxx, LLP; or (xxx) authorize or agree to take any of the Stockholders required by this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purposeforegoing actions.

Major Decisions. None The Company may not (and may not permit any Subsidiary to) take any of the following decisions or actions may be taken on behalf “Major Decisions” without the prior written consent of the Corporation without the written approval of Stockholders holding not less than eighty percent (80%) of the issued and outstanding Stock of the CorporationH-Cyte Member: (a) liquidate, dissolve or wind up the affairs of the Company or effect any amendment merger or modification to the Certificate consolidation or any sale or other similar organizational document disposition of all or substantially all of the Corporation (including the By-Laws) which will have a material adverse effect on the rights of any Stockholder whether under this Agreement or otherwise or any change in the rights and priviledges assets of the SharesCompany; (b) making or revoking any action to convert or tax election that would change the Corporation into tax classification of any of the Company as a limited liability company partnership for federal income tax purposes, filing any material tax return or other form tax report on behalf of business organization other than a corporationthe Company that has not been first provided to the Members for approval under this Section 6.8 and adopting significant accounting policies; (c) sellingsubject to Section 6.10 below, leasingcausing or permitting the Company or any Subsidiary to enter into any agreement, transferring or otherwise disposing of amend or materially modify or terminate any of assets of the Corporation agreement, with any Member, Manager or any Affiliate thereof, or pay to any Member, Manager, or any of its Subsidiaries totheir respective Affiliates any compensation, fees or reimbursement, except as otherwise expressly provided in this Agreement or contemplated in the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated PersonAnnual Budget; (d) any amendment, modification or renegotiation the filing on behalf of the Operations and Management Agreement entered into by Company (where the Corporation and LEG as Company is the debtor) of any petition, or consent to the date hereofappointment of a trustee or receiver or any judgment or order, under state or federal bankruptcy laws, seeking (for the Company or its subsidiaries) relief under any laws relating to relief from debts or the protection of debtors generally, or taking any action solely in furtherance thereof or otherwise instituting insolvency proceedings with respect to the Company; (e) creating, incurring increasing the number of authorized Units for any class of Units or assuming any indebtedness for borrowed money in excess of $250,000 in the aggregate, issuing Class B Units to Persons other than the LoansH-Cyte Member; (f) prior to such time as the DenerveX Device has been manufactured and approved for sale, any prepayment of the Loans; anddecision to provide any salary, commissions or other compensation to Axxxxxx; (g) issuing any additional Shares or taking any amending this Agreement (other similar action which, after giving effect thereto, would have than amendments to the effect Schedule of diluting the percentage interest of the capital stock owned by any Stockholder Members from time to time in the income of, ordinary course of business to reflect the admission or distributions from, withdrawal of Members or adjustment to their Units); (h) increasing or decreasing the Corporation, or the voting power, represented by such Shares; provided, however, that if size of the Board of Directors shall determine that additional capital is needed in connection with Managers; or (i) any agreement or commitment to the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purposeforegoing.

Major Decisions. None Notwithstanding anything to the contrary contained herein or in the By-laws of the following decisions or actions may be taken on behalf Company, and subject to the respective authority of the Corporation without Shareholders’ Meeting or the written approval Board of Stockholders holding not less than eighty percent (80%) Directors under Applicable Law and the By-laws of the issued Company, as the case may be, the following matters may only be carried out by the Company (each a “Major Decision” and outstanding Stock collectively, the “Major Decisions”) if previously approved (i) pursuant to the requirements for Major Decisions set forth in Section 3.2 above or (ii) by a Board of Directors’ Meeting of the CorporationCompany with the attendance and affirmative vote of a principal or alternate member of the Board of Directors of the Company appointed by each of the Parties: (a) Creating, authorizing a capital increase of or issuing any amendment equity or modification to the Certificate or other similar organizational document of the Corporation (including the Byequity-Laws) which will have a material adverse effect on the rights of any Stockholder whether under this Agreement or otherwise or any change in the rights and priviledges of the Shareslike security; (b) any action to convert Any amalgamation, merger, spin-off, consolidation, sale, reconstitution, reorganization, restructuring or change the Corporation into a limited liability company or other form of business organization other than a corporationsimilar transaction; (c) sellingAny liquidation, leasingwinding up, transferring or otherwise disposing of any of assets etc., of the Corporation Company or any listing or delisting of its Subsidiaries toshares, or the purchasing by the Corporation any private or public offering of shares or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each de-listing of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to shares of the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated PersonCompany; (d) any Any amendment, modification alteration, change or renegotiation addition to or repeal of the Operations and Management Agreement entered into by the Corporation and LEG as By-laws of the date hereofCompany; (e) creating, incurring or assuming any indebtedness for borrowed money in excess Any change to the Business of $250,000 in the aggregate, other than the LoansCompany; (f) Any incurrence of any prepayment indebtedness or guarantees which involve amounts exceeding US$10,000 (ten thousand 00/100 Dollars) per quarter; (g) The exercise of all corporate rights (including but not limited to, voting rights, redemption rights and preferential rights) attached to or derived from the Company’s interest in any subsidiary of the LoansCompany; (h) The determination, amendment or termination of the Company’s dividend policy; (i) The determination, amendment or termination of the annual plan, annual budget and business plan of the Company and of any subsidiaries of the Company; (j) Approval of the audited financial statements of the Company and of any subsidiary of the Company, where applicable; (k) The appointment and removal of the Company’s external auditors; (l) To the extent not specifically approved by the board the disposition (including, without limitation, the sale or the creation of any lien and encumbrances) of any assets or capital investments by the Company outside of the ordinary course of Business of the Company; (m) Except for Permitted Transfers, any transfer of equity interests of the Company in any subsidiary of the Company; (n) The filing by the Company of any lawsuit or the initiation of any formal alternative dispute resolution procedure; (o) The creation of any subsidiary, except as contemplated in the Company’s business plan; (p) Except for Permitted Transfers, the admission of any new shareholder to the Company; and (gq) issuing any additional Shares The granting of powers of attorney for acts of domain in México or taking its equivalent in any other similar action which, after giving effect thereto, would have jurisdiction where the effect of diluting the percentage interest of the capital stock owned by any Stockholder in the income of, or distributions from, the Corporation, or the voting power, represented by such Shares; provided, however, that if the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purposeCompany pursues business opportunities.

Major Decisions. None (A) Notwithstanding the provisions of Sections 7.01 and 7.02, prior to causing the Company to take action with respect to the following matters (individually, a "MAJOR DECISION" and collectively, the "MAJOR DECISIONS"), the Manager shall obtain a Members Committee Vote: (i) Modifying the then current approved Budget the result of which shall reduce the net operating income of the following decisions Company by more than ten percent (10%); (ii) Entering into a contract for (a) the sale or actions may be taken exchange of all or any substantial part of the Company Property, (b) the contribution of all or any substantial part of the Company Property to a real estate investment trust (or related master or umbrella limited partnership), (c) the contribution of all or any substantial part of the Company Property to a joint venture with an institutional investor, or (d) any other disposition of all or any substantial part of the Company Property (iii) Obligating the Company or any Member as a surety, guarantor or accommodation party to any obligation of other than the Company; (iv) Merging or consolidating the Company with any other limited liability company, partnership or other entity; (v) Approving any agreement, or material modification of any agreement, between the Company, on the one hand, and any Affiliate of any Member, on the other hand; (vi) Paying any fees by the Company to any Affiliate of any Member unless pursuant to an agreement with such Affiliate entered into in accordance with the provisions hereof; (vii) Using the name or credit of the Company, or any Company Property, for any purpose other than a proper Company purpose; (viii) Acting in contravention of this Agreement (ix) Initiating or settling any litigation involving or on behalf of the Corporation without Company where the written approval of Stockholders holding not less than eighty percent claim exceeds TEN THOUSAND DOLLARS (80%) of the issued and outstanding Stock of the Corporation:$10,000); (ax) any amendment or modification Initiating a Bankruptcy with respect to the Certificate Company; (xi) Modifying or other similar organizational document of the Corporation (including the By-Laws) which will have a material adverse effect on the rights of any Stockholder whether under amending this Agreement or otherwise or any change in the rights and priviledges Articles except as expressly permitted under the terms of the Sharesthis Agreement; (bxii) Extending the term of the Company; (xiii) Admitting a Person as a Member of the Company; (xiv) Confessing judgment against the Company and make elections as to choice of law and venue provided, however, that the Manager shall have complete authority to confess judgment against the Company and make elections as to choices of law in any action acquisition, development and construction loans (including refinancings thereof) and permanent financing to convert be executed by the Manager on behalf of the Company if such financing is secured by a first lien on the Project; (xv) Changing the purpose of the Company or change expanding the Corporation into business of the Company beyond those activities specifically authorized in this Agreement; (xvi) Causing the Company to invest in or become a member of any other limited partnership, limited liability company or other form of business organization other than a corporationentity; (cxvii) selling, leasing, transferring or otherwise disposing Dissolving the Company other than expressly authorized under the terms of any of assets of the Corporation or any of its Subsidiaries to, or the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated Personthis Agreement; (dB) any amendmentIt is expressly agreed that with a Members Committee Vote, modification or renegotiation the Manager shall have complete authority to make all decisions and take all actions for, in the name, and on behalf of the Operations and Management Agreement entered into by the Corporation and LEG as Company with respect to all of the date hereof; (e) creating, incurring or assuming any indebtedness for borrowed money foregoing matters set forth in excess of $250,000 in the aggregate, other than the Loans; (f) any prepayment of the Loans; and (g) issuing any additional Shares or taking any other similar action which, after giving effect thereto, would have the effect of diluting the percentage interest of the capital stock owned by any Stockholder in the income of, or distributions from, the Corporation, or the voting power, represented by such Shares; provided, however, that if the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purpose7.03.

Major Decisions. None Subject to any limitations on the rights of the Company under any JV Agreements and, with respect to clauses (x) and (xi) below, the Senior Loan Documents, the Company hereby covenants and agrees that for so long as the Investor holds shares of Investor Preferred Stock, the Company shall not take, and shall cause its Affiliates and Subsidiaries not to take, any of the following decisions actions (any such action, a "Major Decision") without obtaining the prior written consent from the Investor, such consent not to be unreasonably withheld, conditioned or delayed (except that, with respect to clauses (vi) and (vii) below, in the event that the Investor reasonably determines that the taking of any such actions may set forth in such clauses could cause the ITV Ratio covenant set forth in Section 9(a) to fail to be taken on behalf satisfied, the Investor may, in its sole and absolute discretion, withhold its consent to the taking of such actions): (i) waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), for which the monetary damages being sought is in excess of $250,000 individually or in the aggregate; (ii) approve the Annual Budget (as defined in Section 6(b)(iii) hereof) for any Property or Properties and the Company; (iii) (x) commence an Insolvency Proceeding involving the Company or any of its Subsidiaries; (y) propose a written agreement of composition or extension of the Corporation without debts of the written approval Company or any of Stockholders holding its Subsidiaries; or (z) make a general assignment for the benefit of the creditors of the Company and/or any of its Subsidiaries, or the filing or any other action in furtherance of an Insolvency Proceeding of the Company or any of its Subsidiaries; (iv) except with respect to NetREIT Xxxxxx Model Home REIT, Inc. and NetREIT Xxxxxx Model Home REIT, L.P., adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization with respect to the Company or any of its Subsidiaries; (v) enter into any transaction for the purchase or acquisition of any additional Property or Properties, or acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof; (vi) enter into any transaction involving the sale, conveyance, alienation, encumbrance, mortgage, pledge or other disposition of all or any portion of (x) any commercial Property (or any portion thereof or interest therein) or (y) any model home pursuant to an agreement that is not less than eighty on arms'-length terms or which provides for non-market terms or conditions (e.g., the payment of a purchase price that is below the Fair Market Value of the applicable Property or bulk sales of any Property or Properties); (vii) enter into any financing or refinancing transaction involving any Property or Properties and the terms of any such financing or refinancing (including any mezzanine financing secured by a direct or indirect interest in the owner of a Property) that (x) would violate the aggregate ITV Ratio covenant set forth in Section 9(a) of this Agreement with respect to either the individual Property or the Company and its Subsidiaries, taken as a whole, (y) would violate the provisions of any of the Senior Loans or any agreements, instruments or similar documents in respect of such Senior Loans (collectively, the "Senior Loan Documents") or (z) that contains any non-market terms and conditions; (viii) make or incur any capital expenditures or other discretionary expenditures that are not included in the Annual Budget or are in excess of ten percent (8010%) of the issued and outstanding Stock of the Corporation: (a) any amendment or modification to the Certificate or other similar organizational document of the Corporation (including the By-Laws) which will have a material adverse effect on the rights of any Stockholder whether under this Agreement or otherwise or any change budgeted amount in the rights and priviledges Annual Budget for such expenditures, provided that the deviation from the budgeted amount is in excess of the Shares; (b) any action to convert or change the Corporation into a limited liability company or other form of business organization $100,000 for such expenditures, other than a corporation; (c) selling, leasing, transferring or otherwise disposing of any of assets of expenditures which are made by the Corporation Company or any of its Subsidiaries toin respect of matters involving safety concerns or emergency maintenance or repairs with respect to a Property; (ix) enter into any material amendment, modification, waiver or termination of any of the Senior Loans or the terms thereof that could reasonably be expected to have an adverse effect (economic or otherwise) on any of the Properties, the Investor, the Investor Preferred Stock or the Company's (or any applicable Subsidiary's or Subsidiaries') investment in any of the Properties; (x) enter into, modify or terminate, or waive any material rights or release any material claims or grant any consents or approvals under, a Property Management Agreement; (xi) the purchasing selection or replacement of a Property Manager; (xii) enter into, modify or terminate, or waive any material rights or release any material claims or grant any consents or approvals under, a Major Contract; (xiii) enter into any transaction with any Subsidiary of the Company or any Affiliate of the Company or an Affiliate any of its Subsidiaries or the payment by the Corporation Company of any fee to any Affiliate of the Company or any of its Subsidiaries assets fromexcept pursuant to a written property management, asset management or entering into leasing agreement or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained other contract approved in a comparable transaction writing by the Corporation or such Subsidiary with an unrelated PersonInvestor; (dxiv) enter into any amendmentnew, modification or renegotiation of amend or modify any Material Lease (except to the Operations and Management Agreement entered into extent in accordance with leasing parameters which have been previously approved by Investor with respect to the Corporation and LEG as of the date hereofapplicable Property or Properties); (exv) creatingexcept for issuances of Common Stock or securities convertible into or exchangeable for Common Stock, incurring authorize for issuance, issue, grant, sell, pledge, dispose of or assuming propose to issue, grant, sell, pledge or dispose of any of shares of its capital stock or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any shares of its capital stock or other securities or equity interests, including any securities convertible into or exchangeable for any of its capital stock; (xvi) except with respect to issuances of equity that is fully subordinated to the equity interests held by the Company and its Subsidiaries, admit any new member or substitute any new member into any JV Agreement or redeem or repurchase any member's interest in any JV, except for any mandatory redemptions as may be required pursuant to an applicable JV Agreement; (xvii) enter into any merger, consolidation, recapitalization or other business combination to which the Company or any of its Subsidiaries is a party, or effectuate a sale of all or substantially all of its assets; (xviii) amend, waive or otherwise modify, in any respect, any of its organizational documents; (xix) except as described on Schedule 2.1(xix), take any action that would constitute a default under, or which would involve a breach or violation of the terms under, any Senior Loans or any Senior Loan Documents; (xx) except to the extent permitted pursuant to Section 9(b) hereof, the Certificate of Designations and any applicable Senior Loan Documents, incur, create, assume, prepay or otherwise become liable for any indebtedness for borrowed money (directly, contingently or otherwise); (xxi) take any action in respect of the enforcement of the Company's or any Subsidiary's rights under any of the Senior Loans or any of the Senior Loan Documents (other than requesting and receiving loan advances or disbursements in accordance with the terms of the Senior Loan Documents); (xxii) settle, adjust or compromise any insurance claim or condemnation action relating to any Property with respect to any amount that is in excess of $250,000 in four percent (4%) of the aggregateFair Market Value of such Property or which settlement, other than adjustment or compromise would require the Loansconsent of any lender under the applicable Senior Loan; (fxxiii) any prepayment change the size of the Loans; andBoard of Directors; (gxxiv) issuing remove or replace any additional Shares or taking any other similar action which, after giving effect thereto, would have the effect of diluting the percentage interest of the Company's officers or other senior management personnel; (xxv) directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its capital stock owned by any Stockholder in the income ofequity or other securities or equity interests, or distributions fromdeclare or pay any dividend or other distribution to equityholders of the Company or any of its Subsidiaries except to the extent required pursuant to any of the Investment Documents, any applicable organizational documents of the CorporationCompany and its Subsidiaries, or the voting power, represented by such SharesCode as a condition to REIT status; provided, however, that if the Board Company and/or its Subsidiaries may (x) make redemptions of Directors shall determine equity interests held by third parties (i.e., excluding redemptions from Affiliates, officers, managers or directors) in its reasonable discretion which involve an aggregate amount that additional capital is needed in connection less than $100,000 per annum, (y) declare and pay dividends to equityholders of the Company and its Subsidiaries which are consistent with the construction Company's past practice (i.e., the Company may not increase the amounts of its dividend distributions), including as to the portion of such dividends that constitute cash (i.e., the Company may not increase the cash portion of its dividend distributions) and (z) redeem the Series 6.3% Preferred (as defined in the Certificate of Designations); (xxvi) amend or refurbishment modify any provision of any of the Facility Investment Documents; (xxvii) make or rescind any material election relating to income taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to income taxes, file any amended tax return or claim for refund, or make any material change in its accounting or tax policies or procedures, in each case except as required by applicable law or in connection compliance with the operation GAAP; (xxviii) make any change in accounting methods, principles or practices, except as required by applicable law or in compliance with GAAP; (xxix) engage any accountants to work on behalf of the Facility then the super-majority approval Company, other than Squar, Milner, Peterson, Miranda & Xxxxxxxxxx, LLP; or (xxx) authorize or agree to take any of the Stockholders required by this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purposeforegoing actions.

Major Decisions. None So long as Experian shall own at least a 10% Membership Interest in the Company, and subject to the provisions of Sections 4.04 and 4.05 below, the Company shall not take, or permit to occur, any action which would constitute a Major Decision without the prior written consent of the Experian Managers. Notwithstanding the preceding sentence, if the Company seeks the written consent of the Experian Managers to take, or permit to occur, any action which would constitute a Major Decision and the Experian Managers fail to respond to such consent request by the thirtieth (30th) day after such written consent is delivered to the Experian Managers via registered mail, return receipt requested, then the Company shall, without further action, be entitled to take, or permit to occur, any such action. Each of the following decisions acts, events or actions may be taken on behalf of the Corporation without the written approval of Stockholders holding not less than eighty percent (80%) of the issued and outstanding Stock of the Corporationoccurrences shall constitute a “Major Decision”: (a) any amendment acquisition by the Company of any business of another Person, or modification to the Certificate of any property, securities, rights or other similar organizational document assets in one or a series of related transactions if the Corporation (including the By-Laws) which will have a material adverse effect on the rights of any Stockholder whether under this Agreement or otherwise or any change consideration for such acquisition exceeds, in the rights and priviledges of the Sharesaggregate, US $15,000,000; (b) any action to convert or change the Corporation into a limited liability company sale, transfer or other form disposition of business organization assets of the Company, other than in the ordinary course of business, with a corporationfair market value at the time of such sale, transfer or disposition exceeding, in the aggregate, US $15,000,000; (c) sellingthe adoption, leasing, transferring filing or otherwise disposing amendment of any designation of assets rights, preferences and privileges with respect to any equity security of the Corporation or any of its Subsidiaries to, or the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated PersonCompany; (d) the issuance, redemption or repurchase by the Company of any amendment, modification Membership Interest or renegotiation any other equity security of the Operations and Management Agreement entered into by the Corporation and LEG as of the date hereofCompany to any Person; (e) creating, incurring or assuming any indebtedness for borrowed money in excess of $250,000 in the aggregate, other than Voluntary Loans, the Loansborrowing of any sums of money; (f) the creation of any prepayment liens or encumbrances on any of the LoansCompany’s assets, other than the creation of liens and encumbrances (i) securing borrowings permitted under paragraph (e) above; and(ii) liens for taxes not yet due, or liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established; (iii) liens in respect of property or assets of the Company imposed by law, which were incurred in the ordinary course of business, including without limitation, carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Company or (y) which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such lien; (iv) pledges or deposits in connection with worker’s compensation, unemployment insurance and other social security legislation; or (v) constituting purchase money security interests; (g) issuing except as provided in paragraphs (a) and (b) of this Section 4.03, any additional Shares loan or taking any other similar action which, after giving effect thereto, would have the effect of diluting the percentage interest use of the capital stock owned by any Stockholder Company’s assets with a fair market value in the income of, or distributions from, the Corporationexcess of $5,000,000 to, or the voting powerCompany making an investment in, represented by such Sharesany Person not a Member or an Affiliate of a Member; provided, however, the Company may loan or permit the use of the Company’s assets if the fair market value thereof does not singularly or in the aggregate exceed $5,000,000; (h) any change in the character of the business of the Company or the undertaking of any new ventures or transactions or the engaging in any type of business not incidental and directly related to the Company’s present business; (i) the sale or other disposition of all or substantially all of the assets and property of the Company; (j) the merger or consolidation of the Company with or into any other limited liability company or any corporation or other entity; (k) except as contemplated by Sections 4.04 and 4.05, any transaction, whether or not evidenced by a written agreement, between the Company, on the one hand, and First American or the Spin-off Successor, as the case may be, or its Affiliates, on the other hand, involving estimated consideration in excess of $2,000,000 over any twelve-month period (each, an “Affiliate Transaction”); and (l) any determination by the Company to require that each of First American or the Spin-off Successor, as the case may be, and Experian provide a guaranty to a third party; provided that if the Board Experian Managers fail to consent to a request for such guaranties, then FAREISI and its Affiliates (including, without limitation, First American or the Spin-off Successor, as the case may be) shall nevertheless have the right, but not the obligation, to provide any such guaranties upon such terms and conditions as they (or any of Directors them) shall determine that additional capital in their (or its) sole and absolute discretion. Each Affiliate Transaction must be an arm’s length transaction (assuming relatively equal bargaining power between the parties) and must be fair to the Company and all its Members from an economic perspective in light of all the facts and circumstances existing at the time the Affiliate Transaction is needed entered into. FAREISI shall deliver to Experian, within thirty days after the conclusion of each fiscal quarter, a summary of all Affiliate Transactions entered into or consummated during such fiscal quarter, in reasonable detail including a description of the transaction and the consideration paid and received by FARES in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purposetransaction.

Major Decisions. None (a) Notwithstanding any other provision of this Agreement, the Act or the Certificate to the contrary and in addition to any other requirement under this Agreement, the Act or the Certificate, the Company may not do or perform any of the following decisions actions set forth below (each a “Major Decision”) without first obtaining the approval of an authorized representative of both Alnylam and Isis: (i) appoint or actions may be taken remove any Officer; (ii) determine the compensation of the President and Chief Scientific Officer; (iii) appoint or remove any member of the Scientific Advisory Board or remove or appoint the Chairperson of the Scientific Advisory Board (iv) amend any existing Operating Plan or approve any Proposed Operating Plan; (v) create, incur, guarantee or assume any indebtedness, except for trade payable, on behalf of the Corporation without the written approval of Stockholders holding not less than eighty percent (80%) of the issued and outstanding Stock of the Corporation: (a) any amendment or modification to the Certificate or other similar organizational document of the Corporation Company (including the By-Laws) which will have a material adverse effect on the rights obligations in respect of any Stockholder whether under this Agreement or otherwise or any change in the rights and priviledges of the Shares; (b) any action to convert or change the Corporation into a limited liability company or other form of business organization other than a corporation; (c) selling, leasing, transferring or otherwise disposing of any of assets of the Corporation or any of its Subsidiaries to, or the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"capital leases), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated Person; (d) any amendment, modification or renegotiation of the Operations and Management Agreement entered into by the Corporation and LEG as of the date hereof; (e) creating, incurring or assuming any indebtedness for borrowed money in excess of $250,000 [**]. (vi) make or obligate the Company to make any single or aggregate capital expenditure outside of the Approved Operating Budget in excess of $[**]; (vii) license, sublicense or otherwise transfer, grant a security interest in or otherwise encumber, any of the aggregateIntellectual Property owned by or licensed to the Company, other than as provided in the LoansAncillary Agreements; (fviii) any prepayment license, sublicense or otherwise obtain rights to Intellectual Property owned by a Third Party or a Member or Member’s Affiliate, except as contemplated by Sections 2.2 and 2.4 of the Loans; andLicense Agreement; (gix) issuing declare, set aside or pay any additional Shares dividend or taking other distribution (whether in cash, stock or property or any combination thereof), other than tax distributions pursuant to Section 7.2(a) or as provided in the Ancillary Agreements; (x) enter into any partnering activities and/or collaborations; (xi) repurchase any Membership Interests of the Company; (xii) admit a new Member to the Company, except as permitted by Article 8; (xiii) Transfer any Membership Interests of the Company, except in accordance with the provisions of Article 8; (xiv) reclassify or reorganize the Membership Interests; (xv) cause or approve any (i) merger or consolidation of the Company, (ii) acquisition of any other similar action whichentity or assets of any other entity, after giving effect thereto, would have if the effect of diluting the percentage interest value of the capital stock owned by acquisition exceeds $[**] or (iii) sale of the Company’s assets if the value of such assets exceeds $[**]; (xvi) amend, modify, waive or avoid any Stockholder in the income of, or distributions from, the Corporation, provision of this Agreement or the voting powerCertificate, represented by such Sharesexcept as expressly authorized herein or therein; (xvii) expect as provided in Article 10, liquidate, dissolve, wind up or declare the Company bankrupt; (xviii) amend any Ancillary Agreement; (xix) cause or approve the bringing of an action, suit or proceeding against a Member, an Affiliate of a Member or a Third Party; provided, however, that if the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by or (xx) amend this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purpose4.3.

Major Decisions. None Subject to Section 5.11, no Member, Board Member, officer, employee, agent or representative of the following decisions Company shall have any authority to bind or actions may be taken take any action on behalf of the Corporation without Company with respect to any Major Decision unless such Major Decision has been unanimously approved by the written Board, provided that following the delivery of a Notice of Removal and the appointment of Replacement Managers pursuant to Section 5.1(b)(iii) above, only the approval of Stockholders holding not less than eighty percent (80%) the four Replacement Managers shall be required for any Major Decision. Each of the issued and outstanding Stock of following matters or actions by the CorporationCompany shall constitute a "Major Decision": (a) incurring any amendment borrowings of any kind, including capital leases, or modification to the Certificate issuance or other similar organizational document restructuring of any debt of the Corporation Company or causing the Company to guaranty indebtedness, other than (including i) the By-LawsBank Revolving Credit Facility, (ii) which will have a material adverse effect on the rights of any Stockholder whether under this Agreement or otherwise or any change purchase money indebtedness up to $5,000,000 and (iii) unsecured trade indebtedness in the rights and priviledges of the Sharesan aggregate not to exceed $15,000,000; (b) assuming or guaranteeing the performance of any action to convert or change obligation outside the Corporation into a limited liability company or other form ordinary course of business organization other greater than a corporation$1,000,000; (c) selling, leasing, transferring adding a new class of securities or increasing or decreasing the outstanding ownership of the Company or otherwise disposing of any of assets of the Corporation or any of its Subsidiaries to, or the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated Personrequiring additional Capital Contributions; (d) any amendment, modification or renegotiation of the Operations and Management Agreement entered into by the Corporation and LEG admitting additional Members except pursuant to a Capital Contribution as of the date hereofdescribed in Article III; (e) creating, incurring abandoning or assuming any indebtedness for borrowed money in excess selling assets with a value of $250,000 10,000,000 or greater in one transaction or a series of related transactions; except that a sale for cash of substantially all of the aggregate24 Company's assets to an unaffiliated third party, other than the Loansand where no additional material benefits are received by Laramie II in connection therewith, shall not require unanimous approval and may be completed with majority Board approval; (f) acquiring new assets with a value in excess of $25,000,000; (g) committing to a Company Opportunity as described in Section 5.9; (h) forming or joining a joint venture (excepting customary oil and gas industry exploration and development agreements, to the extent not otherwise prohibited by this Section 5.2) or subsidiary, or merging or consolidating with another entity; (i) compromising or settling a lawsuit brought by or against the Company or confess judgment against the Company for amounts in excess of $1,000,000; (j) entering into a material contract with, making any prepayment loan to, advancing payments to, redeeming or repurchasing Units from or authorizing any dividend or distributions to, Members, except for distributions pursuant to either Section 7.1(b) or Section 7.3; (k) the liquidation, dissolution, or winding up of the LoansCompany; or reorganizing or recapitalizing the Company; (l) amending or repealing this Agreement; (m) filing a voluntary petition for bankruptcy, seeking a receiver, making an assignment for the benefit of its creditors, making an admission in writing of Company's inability to pay its debts; (n) requiring the Members to make any Capital Contributions in addition to those required under Article III; (o) changing the Company's principal outside accounting firm; (p) making any loans to any person outside the ordinary course of business; (q) authorizing or issuing any Class B Units or other incentive equity interests in the Company or its subsidiaries; (r) taking, or refraining from taking, any action that would result in the Company not being classified as a partnership for federal or applicable state tax income purposes; and (gs) issuing transactions, agreements, contracts and undertakings with any additional Shares or taking any other similar action which, after giving effect thereto, would have the effect of diluting the percentage interest of the capital stock owned by any Stockholder in the income of, or distributions from, the Corporation, or the voting power, represented by such Shares; provided, however, that if the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purposeMember's Affiliates.

Major Decisions. None (a) Notwithstanding any other provision of this Agreement, the Act or the Certificate to the contrary and in addition to any other requirement under this Agreement, the Act or the Certificate, the Company may not do or perform any of the following decisions actions set forth below (each a “Major Decision”) without first obtaining the approval of an authorized representative of both Alnylam and Isis: (i) appoint or actions may be taken remove any Officer; (ii) determine the compensation of the President and Chief Scientific Officer; (iii) appoint or remove any member of the Scientific Advisory Board or remove or appoint the Chairperson of the Scientific Advisory Board (iv) amend any existing Operating Plan or approve any Proposed Operating Plan; (v) create, incur, guarantee or assume any indebtedness, except for trade payable, on behalf of the Corporation without the written approval of Stockholders holding not less than eighty percent (80%) of the issued and outstanding Stock of the Corporation: (a) any amendment or modification to the Certificate or other similar organizational document of the Corporation Company (including the By-Laws) which will have a material adverse effect on the rights obligations in respect of any Stockholder whether under this Agreement or otherwise or any change in the rights and priviledges of the Shares; (b) any action to convert or change the Corporation into a limited liability company or other form of business organization other than a corporation; (c) selling, leasing, transferring or otherwise disposing of any of assets of the Corporation or any of its Subsidiaries to, or the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"capital leases), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated Person; (d) any amendment, modification or renegotiation of the Operations and Management Agreement entered into by the Corporation and LEG as of the date hereof; (e) creating, incurring or assuming any indebtedness for borrowed money in excess of $250,000 [***]. (vi) make or obligate the Company to make any single or aggregate capital expenditure outside of the Approved Operating Budget in excess of $[***]; (vii) license, sublicense or otherwise transfer, grant a security interest in or otherwise encumber, any of the aggregateIntellectual Property owned by or licensed to the Company, other than as provided in the LoansAncillary Agreements; (fviii) any prepayment license, sublicense or otherwise obtain rights to Intellectual Property owned by a Third Party or a Member or Member’s Affiliate, except as contemplated by Sections 2.2 and 2.4 of the Loans; andLicense Agreement; (gix) issuing declare, set aside or pay any additional Shares dividend or taking other distribution (whether in cash, stock or property or any combination thereof), other than tax distributions pursuant to Section 7.2(a) or as provided in the Ancillary Agreements; (x) enter into any partnering activities and/or collaborations; (xi) repurchase any Membership Interests of the Company; (xii) admit a new Member to the Company, except as permitted by Article 8; (xiii) Transfer any Membership Interests of the Company, except in accordance with the provisions of Article 8; (xiv) reclassify or reorganize the Membership Interests; (xv) cause or approve any (i) merger or consolidation of the Company, (ii) acquisition of any other similar action whichentity or assets of any other entity, after giving effect thereto, would have if the effect of diluting the percentage interest value of the capital stock owned by acquisition exceeds $[***] or (iii) sale of the Company’s assets if the value of such assets exceeds $[***]; (xvi) amend, modify, waive or avoid any Stockholder in the income of, or distributions from, the Corporation, provision of this Agreement or the voting powerCertificate, represented by such Sharesexcept as expressly authorized herein or therein; (xvii) expect as provided in Article 10, liquidate, dissolve, wind up or declare the Company bankrupt; (xviii) amend any Ancillary Agreement; (xix) cause or approve the bringing of an action, suit or proceeding against a Member, an Affiliate of a Member or a Third Party; provided, however, that if the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by or (xx) amend this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purpose4.3.