Common use of Management and Control of the Company Clause in Contracts

Management and Control of the Company. (i) The Members have established the Company as a “managers-managed” limited liability company and have agreed to initially designate a board of managers (the “Board of Managers”) of up to three (3) Persons to manage the Company and its and its Subsidiaries’ business and affairs. Each of the Persons appointed to the Board of Managers is referred to herein as a “Manager.” Each Manager shall have one vote for any matter for which approval of the Board of Managers is required by the Act or this Agreement. The size of the Board of Managers may be increased or decreased only with the unanimous written consent of both the Alliance Manager and the PanOptic Manager. (ii) The Alliance Member shall have the right but not the obligation to designate one of the Managers (the “Alliance Manager”), and the PanOptic Member shall have the right but not the obligation to designate one of the Managers (the “PanOptic Manager”). The Alliance Manager and the PanOptic Manager shall mutually agree on the third Manager (the “Independent Manager”). The Independent Manager may only be removed by the unanimous consent of the Alliance Member and the PanOptic Member, in their sole discretion. None of the Managers, Members and no officer, director, manager, stockholder, partner, member, employee or agent of any Member makes any representation or warranty as to the fitness or competence of the designee of any party hereunder to serve on the Board of Managers by virtue of such party’s execution of this Agreement or by the act of such party in designating such designee pursuant to this Agreement. (iii) If at any time any Manager ceases to serve on the Board of Managers (whether due to death, resignation or removal), then only the Member(s) responsible for the designation of such Manager pursuant to Section 4.01(a)(ii) shall be entitled to designate a replacement for such Manager by written notice to each of the Members. The Member(s) entitled to designate a Manager under Section 4.01(a)(ii), and only such Member(s), shall be entitled to remove its or their designated Manager, at any time and from time to time, with or without cause, in its or their sole discretion, and shall give written notice of such removal to each of the Members. If at any time an individual serving as the Independent Manager ceases to be a Manager for any reason, the Company and each Member agrees promptly to act in accordance with the provisions hereof to cause the election of an individual as the Independent Manager. The Board of Managers shall initially be comprised of the individuals set forth on Schedule II, which schedule shall be updated from time to reflect any changes to the Board of Managers pursuant to this Section 4.01. (iv) The Board of Managers shall have the exclusive right to manage and control the Company, subject to any other provisions herein specifically requiring the approval of the Members. The Board of Managers shall have the right to perform all actions necessary, convenient or incidental to the accomplishment of the purposes and authorized acts of the Company, as specified in Sections 2.05 and 2.06, and the Board of Managers, acting as a body pursuant to this Agreement, shall constitute a “manager” of the Company within the meaning of the Act; provided, however, that no individual Manager shall have the authority or right to act for or bind the Company without the requisite consent of the Board of Managers. (v) Any action, consent, approval, election, decision or determination to be made by the Board of Managers under or in connection with this Agreement (including any act by the Board of Managers within its “discretion” under this Agreement and the execution and delivery of any documents or agreements on behalf of the Company), shall be in the sole and absolute discretion of the Board of Managers. (vi) Meetings of the Board of Managers are expected to be held on a quarterly basis, but in any event shall be held not less than annually, when called by either the Alliance Member, the PanOptic Member or any member of the Board of Managers, upon not less than ten (10) business days’ advance written notice to the Managers. Attendance at any meeting of the Board of Managers shall constitute waiver of notice of such meeting. Additionally, a waiver of such notice in writing signed by the Manager entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The quorum for a meeting of the Board of Managers shall be each of the Alliance Member and the PanOptic Member. Members of the Board of Managers may participate in any meeting of the Board of Managers by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. All action taken by the Board of Managers shall be by a simple majority of the voting power represented by the Managers present at a meeting thereof in person or by telephone or similar communications equipment. (vii) The Board of Managers may create and maintain committees, including an executive committee, an audit committee and compensation committee. (viii) The Board of Managers may also take action without any meeting of the members of the Board of Managers (or such other governing body) by written consent of all of the Managers setting forth the action to be approved. (ix) The Company shall pay or cause to be paid all reasonable out-of-pocket expenses incurred by each Manager in connection with traveling to and from and attending meetings of the Board of Managers (and any committee thereof) and while conducting business at the request of the Company. (b) No Member, in its capacity as such, shall participate in or have any control over the Company Business. Each such Member hereby consents to the exercise by the Board of Managers of the powers conferred upon the Board of Managers by this Agreement. The Members, in their capacities as such, shall not participate in the control, management, direction or operation of the activities or affairs of the Company and shall not have any authority or right, in their capacities as Members of the Company, to act for or bind the Company. (c) The Board of Managers is authorized to appoint any person as an officer of the Company who shall have such powers and perform such duties incident to such person’s office as may from time to time be conferred upon or assigned to it by the Board of Managers and assign in writing titles (including Chief Executive Officer, President, Vice President, Secretary and Treasurer) to any such person. Any appointment pursuant to this Section 4.01(c) may be revoked at any time by the Board of Managers. In addition, the Board of Managers is authorized to employ, engage and dismiss, on behalf of the Company, any Person, including an Affiliate of any Member if on commercially reasonable and arm’s-length terms, to perform services for, or furnish goods to, the Company. Unless the Board of Managers states otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office.

Management and Control of the Company. (i) The Members have established the Company as a “board of managers-managed” limited liability company and have agreed to initially designate a board of managers (the “Board of Managers”) of up to three six (36) Persons to manage the Company and its and its Subsidiaries’ business and affairs. Each of the Persons appointed to Managers on the Board of Managers is referred to herein as a “Manager.” Each Manager shall have one vote for any matter for which approval of the The Board of Managers is required shall be comprised, as follows: (1) up to four (4) Managers shall be designated by DLJMB (the “DLJMB Managers”) (2) the then current Chief Executive Officer of the Company (the “CEO Manager”); and (3) one (1) Manager shall be elected by the Act or this Agreement. The size of the Board of Managers may be increased or decreased only with the unanimous written consent of both the Alliance Manager and the PanOptic ManagerMembers. (ii) The Alliance Member shall have the right but not the obligation to designate one of the Managers (the “Alliance Manager”), and the PanOptic Member shall have the right but not the obligation to designate one of the Managers (the “PanOptic Manager”). The Alliance Manager and the PanOptic Manager shall mutually agree on the third Manager (the “Independent Manager”). The Independent Manager may only be removed by the unanimous consent of the Alliance Member and the PanOptic Member, in their sole discretion. None of the Managers, Members and no officer, director, manager, stockholder, partner, member, employee or agent of any Member makes any representation or warranty as to the fitness or competence of the designee of any party hereunder to serve on the Board of Managers by virtue of such party’s execution of this Agreement or by the act of such party in designating such designee pursuant to this Agreement. (iii) If at any time any Manager other than the CEO Manager and the Manager elected by the Members ceases to serve on the Board of Managers (whether due to deathresignation, resignation removal or removalotherwise), then only the Member(s) Class A Member responsible for the designation of such Manager pursuant to Section 4.01(a)(ii4.01(a)(i) above shall be entitled to designate a replacement for such Manager by written notice to the Board of Managers and to each of the other Class A Members. The Member(s) Any Class A Member entitled to designate a specific Manager under Section 4.01(a)(ii), and only may remove such Member(s), shall be entitled to remove its or their designated Manager, at any time and from time to time, with or without causecause (subject to applicable law), in its or their such Class A Member’s sole discretion, and such Class A Member shall give written notice of such removal to each of the Membersother Class A Members and to the Board of Managers. If at any time an individual serving the CEO Manager dies, becomes disabled, resigns or is otherwise removed from the office of Chief Executive Officer of the Company, such CEO Manager shall be concurrently removed as a Manager and the next duly appointed or elected Chief Executive Officer of the Company shall be designated the CEO Manager. So long as the Independent Manager ceases to be a Manager for Whitney Members own any reasonUnits, the Company and each Member agrees promptly to act in accordance with the provisions hereof to cause the election of an individual as the Independent Manager. The Board of Managers shall initially be comprised of the individuals set forth on Schedule II, which schedule Whitney Members shall be updated from time entitled to reflect any changes designate an observer (the “Whitney Observer”), without voting rights, to the Board of Managers. If (x) Xxxxxx X. Xxxxx is no longer the CEO Manager, (y) he continues to own any Units and (z) in the reasonable discretion of the Board of Managers, his presence is not detrimental to meetings of the Board of Managers, he shall be entitled to be an observer (the “Xxxxx Observer”), without voting rights, to the Board of Managers. (1) Each Observer shall be entitled to notice of any written actions in lieu of meetings of the Board of Managers, to the financial reports set forth in Section 6.02 and to information provided to Managers in connection with topics to be discussed at any meeting of the Board of Managers. The Company reserves the right to withhold any information and to exclude any Observer from any meeting or portion thereof if access to such information or attendance at such meeting or portion of such meeting would (A) in the reasonable judgment of the Company’s outside counsel, adversely affect the attorney-client privilege between the Company and its counsel or cause the Board of Managers to breach its fiduciary duties or (B) in the good faith determination of a majority of the members of the Board of Managers, result in a conflict of interest with the Company. Each Observer agrees and the Whitney Members agree to cause its designated Observer to agree, to be bound by the confidentiality provisions set forth in Section 6.06 hereof. Each Observer agrees and the Whitney Members agree to cause its designated Observer to agree, that, except with the prior written permission of the Company, he will maintain confidential information of the Company to which such Observer has been or shall become privy by reason of its observation rights consistent with such Observer’s duties if he were a Manager of the Company. (iii) The rights of any Person to designate Managers pursuant to this Section 4.014.01 are personal rights and shall not be exercised by or on behalf of, or assignable to, any transferee other than a Permitted Transferee unless otherwise approved in writing by DLJMB or its respective Permitted Transferees. (iv) The Subject to the terms and conditions of this Agreement, the Board of Managers shall have the exclusive right to manage and control the Company. Except as otherwise specifically provided herein, subject to any other provisions herein specifically requiring the approval of the Members. The Board of Managers shall have the right to perform all actions necessary, convenient or incidental to the accomplishment of the purposes and authorized acts of the Company, as specified in Sections 2.05 and 2.06, and each Manager shall possess and may enjoy and exercise all of the Board rights and powers of Managers, acting as a body pursuant to this Agreement, shall constitute a “manager” of as provided in and under the Company within the meaning Act, and each Manager shall be a “manager” for purposes of the Act; provided, however, that no individual Manager shall have the authority or right to act for or bind the Company without the requisite consent of the Board of Managers. (v) Any action, consent, approval, election, decision or determination to be made by the Board of Managers under or in connection with this Agreement (including any act by the Board of Managers within its “discretion” under this Agreement and the execution and delivery of any documents or agreements on behalf of the Company), shall be in the sole and absolute discretion of the majority of the Board of Managers. (vi) Meetings of the Board of Managers are expected to be held on approximately a quarterly basis, but in any event shall be held not less than annually, when called by either the Alliance Member, the PanOptic Member or any member of the Board of ManagersManager, upon not less than ten (10) business days’ two Business Days advance written notice to the other Managers. Attendance at any meeting of the Board of Managers shall constitute waiver of notice of such meeting. Additionally, a waiver of such notice in writing signed by the a Manager entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The quorum for a meeting of the Board of Managers shall be each a simple majority of the Alliance Member and the PanOptic MemberManagers. Members of the Board of Managers may participate in any meeting of the Board of Managers by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. All action actions taken by the Board of Managers shall be by a vote of a simple majority of the voting power represented Managers. The Board of Managers shall conduct its business in such manner and by such procedures as a majority of the Managers present at a meeting thereof in person or by telephone or similar communications equipmentdeems appropriate. (vii) The Board of Managers may create and maintain committees, including an executive committee, an audit committee and compensation committee. (viii) The Board of Managers may also take action without any meeting of the members of the Board of Managers (or such other governing body) by written consent of all a majority of the Managers setting forth the action to be approvedManagers. (ixviii) The Company Each Manager shall pay or cause be entitled to be paid all reasonable out-of-pocket expenses incurred by each Manager receive the financial reports set forth in connection with traveling to and from and attending meetings of the Board of Managers (and any committee thereof) and while conducting business at the request of Section 6.02, the Company’s annual budget and all board materials. (b) The consent of the Other Members holding more than fifty percent (50%) of the then outstanding Class A Units held by all Other Members shall be required prior to the Company or any of its Subsidiaries entering into a transaction with any of the DLJMB Members or any of their respective Affiliates that is on terms which in the aggregate are less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a person that is not an Affiliate of the Company, except for (i) customary employment arrangements, agreements with independent directors and benefit programs on reasonable terms, including reasonable fees and compensation to, and indemnity provided on behalf of, the officers, managers, directors and employees of the Company or any of its Subsidiaries, (ii) as contemplated by (A) that certain Advisory Services Agreement, dated as of December 7, 2006, by and between the Company and DLJMB, (B) that certain Advisory Services and Monitoring Agreement, dated as of the Effective Date, by and between STR and DLJMB, (C) that certain Advisory Services and Monitoring Agreement, dated as of the Effective Date, by and between STR and Evergreen Capital Partners, LLC and (D) that certain Advisory Services and Monitoring Agreement, dated as of the Effective Date, by and between STR, DLJMB, Westwind STR Advisors, LLC and Xxxxxx X. Xxxxx, (iii) as contemplated by the Credit Facilities, (iv) the payment of the Company Expenses and Manager Expenses contemplated by Section 4.04 and (v) the issuance of any Equity Securities in compliance with Section 3.02. Notwithstanding the foregoing, the Company may not engage the investment banking unit of Credit Suisse as financial advisor on a merger and acquisition transaction if such engagement is opposed by MRS Trust and either of AXA Equitable Life Insurance Company or The Northwestern Mutual Life Insurance Company. For the avoidance of doubt, distributions made pursuant to Article V or Article VIII or Transfers or purchases of Units made pursuant to Article VII and, in each case, the transactions related thereto shall neither be considered affiliate transactions nor be subject to the provisions of this Section 4.01(b). (c) No Member, in its capacity as such, shall participate in or have any control over the Company Business. Each such Member hereby consents to the exercise by the Board of Managers of the powers conferred upon the Board of Managers by this Agreement. The Members, in their capacities as such, shall not participate in the control, management, direction or operation of the activities or affairs of the Company and shall not have any authority or right, in their capacities as Members of the Company, to act for or bind the Company. (c) The Board of Managers is authorized to appoint any person as an officer of the Company who shall have such powers and perform such duties incident to such person’s office as may from time to time be conferred upon or assigned to it by the Board of Managers and assign in writing titles (including Chief Executive Officer, President, Vice President, Secretary and Treasurer) to any such person. Any appointment pursuant to this Section 4.01(c) may be revoked at any time by the Board of Managers. In addition, the Board of Managers is authorized to employ, engage and dismiss, on behalf of the Company, any Person, including an Affiliate of any Member if on commercially reasonable and arm’s-length terms, to perform services for, or furnish goods to, the Company. Unless the Board of Managers states otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office.

Management and Control of the Company. (i) The Members have established the Company as a “managers-managed” limited liability company and have agreed to initially designate a board of managers (the “Board of Managers”) of up to three (3) Persons to manage the Company and its and its Subsidiaries’ business and affairs. Each of the Persons appointed designated to serve as a manager on the Board of Managers is referred to herein as a “Manager.” Each Manager ”. The Board shall have one vote for any matter for which approval initially consist of seven (7) Managers or, subsequently, such other number of Managers as may be jointly determined by BSPI and Olympus from time to time, and the Managers shall be designated as follows: (w) two (2) of the Board of Managers is required shall be designated by BSPI (the Act or this Agreement. The size “Broad Street Managers”), (x) two (2) of the Board Managers shall be designated by Olympus (the “Olympus Managers”), (y) each of Managers may be increased BSPI and Olympus shall designate one (1) independent Manager (an individual not employed or decreased only affiliated with the unanimous written consent Majority Investor designating such Manager), and (z) the Chief Executive Officer of both the Alliance Manager and the PanOptic Company shall be a Manager. (ii) The Alliance Member BSPI shall have the right but not the obligation to designate one from among the Managers a Manager to serve as the initial chairman of the Board of Managers (the “Alliance Manager”), and the PanOptic Member shall have the right but not the obligation to designate one of the Managers (the “PanOptic ManagerChairman”). The Alliance Manager Chairman shall serve for a term of one year and the PanOptic Manager right to designate the Chairman shall mutually agree on the third Manager (the “Independent Manager”). The Independent Manager may only be removed by the unanimous consent of the Alliance Member alternate between BSPI and the PanOptic Member, in their sole discretion. None of the Managers, Members and no officer, director, manager, stockholder, partner, member, employee or agent of any Member makes any representation or warranty as to the fitness or competence of the designee of any party hereunder to serve on the Board of Managers by virtue of such party’s execution of this Agreement or by the act of such party in designating such designee pursuant to this AgreementOlympus annually. (iii) If at any time any A Manager ceases to serve on may be removed only by the Board of Managers (whether due to death, resignation or removal), then only the Member(s) responsible for the designation of such Manager pursuant to Section 4.01(a)(ii) shall be Majority Investor entitled to designate a replacement for such Manager (including, for the avoidance of doubt, the independent Manager appointed by written notice to each such Majority Investor), provided that the person that is designated as a Manager by virtue of being the Chief Executive Officer of the MembersCompany shall be removed automatically in the event such person no longer occupies such office. The Member(s) entitled to designate a Manager under Section 4.01(a)(ii), and only such Member(s), Each Majority Investor shall be entitled to remove its or their designated Manager, at any time and from time to timenumber of the Managers which they have designated, with or without cause, in its or their sole discretionby written notice to the Company, and shall give written notice upon receipt of such removal notice, such Manager shall be deemed to each of have resigned from the Members. If at any time an individual serving as the Independent Manager ceases to be a Manager for any reason, the Company and each Member agrees promptly to act in accordance with the provisions hereof to cause the election of an individual as the Independent Manager. The Board of Managers shall initially be comprised of and the individuals set forth on Schedule IIapplicable Majority Investor, which schedule shall be updated from time to reflect any changes by written notice to the Board of Managers pursuant Managers, may designate another individual to this Section 4.01fill such vacancy and serve as a Manager on the Board of Managers. (iv) In the event that a vacancy is created on the Board of Managers at any time by the death, disability, retirement, resignation or removal of any Manager designated by a Majority Investor, the applicable Majority Investor may, by written notice to the Company, designate another individual to fill such vacancy and serve as a Manager on the Board of Managers. (v) The Board of Managers shall have the exclusive right to manage and control the Company, subject to the Act and any other provisions herein specifically requiring the approval of the MembersMembers or certain Members (e.g., Sections 8.03 and 10.01). The Board of Managers shall have the right to perform all actions necessary, convenient or incidental to the accomplishment of the purposes and authorized acts of the Company, as specified in Sections 2.05 and 2.06, and the Board of Managers, acting as a body pursuant to this Agreement, shall constitute a “manager” of the Company within the meaning of the Act; provided, however, that no individual Manager shall have the authority or right to act for or bind the Company without the requisite consent of the Board of Managers. (vvi) Any To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provision of law or equity or otherwise, (A) any action, consent, approval, election, decision or determination to be made by the Board of Managers under or in connection with this Agreement (including under Section 4.02(a), any act by the Board of Managers within its “discretion” under this Agreement and the execution and delivery of any documents or agreements on behalf of the Company), shall shall, unless expressly provided to the contrary in this Agreement, be in the sole and absolute discretion of the Board of Managers (regardless of whether there is a reference to “sole discretion” or “discretion”) and each Manager shall be entitled to consider only such interests and factors as he or she desires, including his or her own interests and the interests of the Majority Investor appointing such Manager, and, to the fullest extent permitted by law, shall have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of, or factors affecting, the Company, the Members or any other Person, and shall not be subject to any other or different standards imposed by this Agreement, any other contract contemplated hereby, under the Act or under any other applicable law or in equity, and (B) whenever in this Agreement or any other agreement contemplated hereby or otherwise the Board of Managers is permitted to make a decision in “good faith”, “reasonably” or under another express standard, the Board of Managers, or any of its Affiliates that cause it to make any such decision, shall be conclusively presumed to be acting in good faith or reasonably, as applicable, if such Person or Persons subjectively believe(s) that the decision made or not made is in or not opposed to the best interests of the Company. (vivii) Meetings of the Board of Managers are expected to may be held on a quarterly basis, but in any event shall be held not less than annually, when called by either the Alliance Member, the PanOptic Member or any member of the Board of ManagersManager, upon not less than ten twenty-four (1024) business dayshours’ advance written notice by facsimile transmission, email, telephone or by personal delivery to all of the Managersother Managers and such notice shall provide a summary description of the agenda for such meeting. Attendance at any meeting of the Board of Managers shall constitute waiver of notice of such meeting. Additionally, a waiver of such notice in writing signed by the Manager entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The quorum for a meeting of the Board of Managers shall be each of the Alliance Member and the PanOptic Member. Members of the Board of Managers may participate in any meeting of the Board of Managers by conference telephone or similar communications equipment by means of which all persons Persons participating in the meeting can hear each other. All . (viii) The quorum for a meeting of the Board of Managers shall consist of a majority of the members of the Board of Managers, provided that a quorum shall require that at least one Broad Street Manager and at least one Olympus Manager be present at such meeting. (ix) Subject to Section 4.02(a), all action taken by the Board of Managers shall be by a simple majority of the voting power represented by aggregate votes of the Board of Managers, with each Broad Street Manager and each Olympus Manager entitled to two votes for each action voted upon, and all other Managers present at a meeting thereof in person or by telephone or similar communications equipmententitled to one vote for each action voted upon. (viix) The Board of Managers may create and maintain customary committees, including an executive committee, an audit committee and a compensation committee. Any such committee or other significant committee of the Board of Managers (including any committee performing the functions usually reserved for the committees described above) will consist of such persons as the Board of Managers shall direct; provided that any committee must contain at least one Broad Street Manager and one Olympus Manager; provided, further, that any committee must contain an equal number of Broad Street Managers and Olympus Managers. (viiixi) The Notwithstanding anything to the contrary contained in this Agreement, the Board of Managers may also take action without any meeting of the members of the Board of Managers (or such other governing body) by written consent of all of the Managers setting forth the action to be approved. (ix) The Company shall pay or cause to ; provided that any such written consent in lieu of a meeting will require at least the number of votes that would be paid all reasonable out-of-pocket expenses incurred by each Manager in connection with traveling to and from and attending meetings required at a meeting of the Board of Managers (and any committee thereof) and while conducting business at the request which all of the Company. (b) No Member, in its capacity as such, shall participate in or have any control over the Company Business. Each such Member hereby consents to the exercise by the Board of Managers of the powers conferred upon the Board of Managers by this Agreement. The Members, in their capacities as such, shall not participate in the control, management, direction or operation of the activities or affairs of the Company and shall not have any authority or right, in their capacities as Members of the Company, to act for or bind the Company. (c) The Board of Managers is authorized to appoint any person as an officer of the Company who shall have such powers and perform such duties incident to such person’s office as may from time to time be conferred upon or assigned to it by the Board of Managers and assign in writing titles (including Chief Executive Officer, President, Vice President, Secretary and Treasurer) to were present; provided further that any such person. Any appointment pursuant to this Section 4.01(c) may written consent must be revoked signed by at any time by the Board of Managersleast one Broad Street Manager and at least one Olympus Manager. In addition, the Board event of Managers is authorized to employ, engage and dismiss, on behalf of the Company, any Person, including an Affiliate of any Member if on commercially reasonable and arm’s-length terms, to perform services for, or furnish goods to, the Company. Unless the Board of Managers states otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office.a

Management and Control of the Company. (ia) The Members have established the Company as a “managers-managed” limited liability company and have agreed to initially designate designated a board of managers of the Company (the “Board of ManagersBoard”) of up to three (3) Persons to manage the Company and its and its Subsidiaries’ business and affairs. The Board shall consist of no more than nine (9) individuals. Each of the Persons individuals appointed to the Board of Managers is referred to herein as a “Manager.” Each The Managers shall be designated, in each case subject to the provisions of subparagraph (b) below, as follows: (i) one (1) Manager designated by Cannae (each, a “Cannae Manager”), who shall initially be Dxxxx Xxxxxxxx, and who shall be such Manager so long as such individual has not duly resigned or been removed as a Manager in accordance with this Agreement and is an officer of Cannae or a managing director of Trasimene Capital Management, LLC (or equivalent or higher ranking employee of Cannae or its Affiliates), provided that any Manager replacing any initial Cannae Manager shall have one vote for always be an individual designated by Cannae who is at least an officer of Cannae (or equivalent or higher ranking employee of Cannae); (ii) two (2) Managers designated by THL (each, a “THL Manager”), who shall initially be Txxxxx Xxxxxxx and Gxxxxx Xxx, and who shall be such Manager so long as such individual has not duly resigned or been removed as a Manager in accordance with this Agreement and is a principal of THL or its Affiliates (or equivalent or higher ranking employee of THL or its Affiliates), provided that any matter for which approval Manager replacing any initial THL Manager shall always be an individual designated by THL who is a principal of THL (or equivalent or higher ranking employee of THL); (iii) no less than three (3) nor more than six (6) Managers designated by Parent (each, a “Parent Manager” and together, the “Parent Managers”), who shall be named by Parent following execution of this Agreement; provided that, it is acknowledged that any number of the Board Manager seats to be filled by the Parent at any time may remain vacant until such time as the Parent elects to fill such seats; and (iv) any additional Managers designated as mutually agreed upon by the Parent Managers, the Cannae Manager and the THL Manager; provided that, for the avoidance of doubt, the consent of at least one Cannae Manager and at least one THL Manager shall be required for the appointment of any such additional Manager; and provided further that, it is acknowledged that any number of Manager seats to be filled by mutual agreement at any time may remain vacant until such time as the Managers mutually agree to fill such seats. (b) If at any time Cannae ceases to own at least 33% of the Class A Units held by it as of the date hereof (subject to adjustment for Unit splits, combinations and similar events), the number of Managers Cannae is required entitled to designate shall be decreased to zero, and the ability of Cannae to consent to any increases pursuant to Section 4.1(a)(iii) shall terminate and any determinations shall be made solely by Parent. In the Act event any such decrease results in an undesignated Board seat, the remaining Managers may designate, by majority vote, a successor Manager to fill the vacancy created thereby or this Agreement. The decrease the size of the Board of Managers may be increased or decreased only with the unanimous written consent of both the Alliance Manager and the PanOptic Managerby such seats. (iic) If at any time THL ceases to own at least 33% of the Class A Units held by it as of the date hereof (subject to adjustment for Unit splits, combinations and similar events), the number of Managers THL is entitled to designate shall be decreased to zero, and the ability of THL to consent to any increases pursuant to Section 4.1(a)(iii) shall terminate and any determinations shall be made solely by Parent. In the event any such decrease results in an undesignated Board seat, the remaining Managers may designate, by majority vote, a successor Manager to fill the vacancy created thereby or decrease the size of the Board by such seats. (d) The Alliance Member chairman of the Board (the “Chairman”) shall have be elected by a majority vote of the right but not Board; provided, however, that a Parent Manager, as designated by Parent, shall serve as the obligation to designate one initial Chairman. The vice-chairman of the Board (the “Vice Chairman”) shall be elected by a majority vote of the Board; provided, however, that a Parent Manager (distinct from the Chairman), as designated by Parent, shall serve as the initial Vice Chairman. If the Chairman is absent at any meeting of the Board, a majority of the Managers present shall designate another Manager to serve as interim chairman for that meeting. (e) The Board shall hold no less than one (1) meeting per fiscal quarter, unless determined otherwise by the “Alliance Manager”)Board. At each meeting of the Board or any Committee at which a Quorum is present, (i) the Parent Managers shall be entitled to six (6) votes in the aggregate, divided evenly among the number of Parent Managers currently serving on the Board, (ii) each Cannae Manager shall be entitled to two (2) votes, and the PanOptic Member (iii) each THL Manager shall have the right but not the obligation be entitled to designate one (1) vote, on each matter to be voted on at such meeting. Regular meetings of the Managers (the “PanOptic Manager”). The Alliance Manager Board may be held at such time and the PanOptic Manager at such place as shall mutually agree on the third Manager (the “Independent Manager”). The Independent Manager may only from time to time be removed determined by the unanimous consent Board and may be held without notice. Special meetings of the Alliance Member and Board may be called by the PanOptic Member, in their sole discretion. None of the Managers, Members and no officer, director, manager, stockholder, partner, member, employee or agent of any Member makes any representation or warranty as to the fitness or competence of the designee of any party hereunder to serve on the Board of Managers by virtue of such party’s execution of this Agreement Chairman or by the act holders of at least 10% of all of the issued and outstanding Class A Units, or shall be called by the Secretary on the written request (email being sufficient) of at least two Managers. Written notice (email being sufficient) specifying the time and place of any special meeting shall be given to each Manager at least three (3) days before the date of such party in designating such designee pursuant to this Agreementspecial meeting. Such notice may, but need not, specify the purpose or purposes of the special meeting. (iiif) Each Manager shall hold office until a successor has been designated, or until such Person’s earlier death, resignation or removal. If at any time any Manager ceases to serve on the Board of Managers (whether due to deathresignation, resignation removal or removalotherwise), then only the Member(sapplicable Member or Members shall designate a successor to fill the vacancy created thereby on the terms and subject to the conditions of paragraphs (a) responsible and (b) above. Each Member agrees to vote, or cause to be voted, all voting Units of the Company over which such Member has the power to vote or direct the voting, and shall take all such other actions as shall be necessary or desirable to cause the designated successor be elected to fill such vacancy. (g) Nothing in this Agreement shall be construed to impair any rights that the Members of the Company may have to remove any Manager for cause under applicable law or this Agreement, as the designation case may be. No such removal of such Manager an individual designated pursuant to this Section 4.01(a)(ii4.1 for cause shall affect any of the Members’ rights to designate a different individual pursuant to this Section 4.1 to fill the position from which such individual was removed. (h) Each Manager and any authorized Board observer shall be entitled to designate reimbursement from the Company for his or her reasonable out-of-pocket expenses (including air travel charged at no more than charter equivalent rates) incurred in attending any Board meeting. (i) For so long as a replacement Member has any designees on the Board, the Company shall maintain directors’ and officers’ liability insurance policies for Managers, directors and officers of Parent and its Subsidiaries (including the Company), with carriers that are “A rated” or better and with limits of at least $100.0 million of “Side A”, “Side B” and “Side C” coverage (the “ABC Coverage”), plus an additional $20.0 million of “Side A” coverage. In the event that a material claim or a series of claims are made during a term of coverage under such Manager by written notice policies, such that it is reasonable to each anticipate that less than $50 million of coverage would remain under such policies once the claim or claims are resolved, the Board may require and the Company agrees to purchase additional ABC Coverage such that there is a minimum of $50 million of ABC Coverage available to Managers, directors and officers of the MembersParent and its Subsidiaries during the term. The Member(sCompany shall indemnify the Managers designated by the Members, as applicable, in accordance with this Agreement and each indemnification agreement entered into by the Company and such Manager. (j) entitled to designate The Board may establish any committees of the Board as the Board shall approve (each, a Manager under Section 4.01(a)(ii“Committee”), and only with such Member(s), authority as the Board shall be entitled to remove its or their designated Manager, at any time and so determine from time to time, with or without cause, in its or their sole discretion, and shall give written notice of such removal to each of the Members. If at any time an individual serving as the Independent Manager ceases to be a Manager for any reason, the Company and each Member agrees promptly to act in accordance with the provisions hereof to cause the election of an individual as the Independent Manager. The Board of Managers shall initially be comprised of the individuals set forth on Schedule II, which schedule shall be updated from time to reflect any changes to the Board of Managers pursuant to this Section 4.01. (ivk) The To the fullest extent permitted by the Act, the Board of Managers and its duly authorized committees shall have the exclusive right to manage and control the Company, subject to and except as required by any other provisions herein specifically requiring the approval of the Members, the Members shall not have any voting or consent rights with respect to the actions of the Board or the Company. The Except as otherwise specifically provided herein, the Board of Managers shall have the right to perform all actions necessary, convenient or incidental to the accomplishment of the purposes and authorized acts of the Company, as specified in Sections 2.05 2.5 and 2.062.6, and each Manager shall possess and may enjoy and exercise all of the Board rights and powers of Managers, acting as a body pursuant to this Agreement, shall constitute a “manager” of as provided in and under the Company within the meaning Act; and each Manager shall be a “manager” for purposes of the Act; provided, however, that no individual Manager shall have the authority or right power to act for or bind on behalf of the Company, to do any act that would be binding on the Company without the requisite consent or to make any expenditure or incur any obligations on behalf of the Board Company or authorize any of Managersthe foregoing. (vl) Any Unless expressly provided to the contrary in this Agreement, any action, consent, approval, election, decision or determination to be made by the Board of Managers under or in connection with this Agreement (including any act by the Board of Managers within its “discretion” under this Agreement and the execution and delivery of any documents or agreements on behalf of the Company), ) shall be in the sole and absolute discretion of the Board of ManagersBoard. (vim) Meetings of the Board of Managers are expected Subject to be held on a quarterly basis, but in any event shall be held not less than annually, when called by either the Alliance MemberSection 4.2, the PanOptic Member Board, or any member of the Board of Managers, upon not less than ten (10) business days’ advance written notice to the Managers. Attendance at any meeting of the Board of Managers shall constitute waiver of notice of such meeting. Additionally, a waiver of such notice in writing signed committee designated by the Manager entitled to such noticeBoard, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The quorum for a meeting of the Board of Managers shall be each of the Alliance Member and the PanOptic Member. Members of the Board of Managers may participate in any meeting of the Board of Managers by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. All action taken by the Board of Managers shall be by a simple majority of the voting power represented by the Managers present at a meeting thereof in person or by telephone or similar communications equipment. (vii) The Board of Managers may create and maintain committees, including an executive committee, an audit committee and compensation committee. (viii) The Board of Managers may also take action without any meeting of the members of the Board of Managers (or such other governing body) by unanimous written consent of all of the Managers members of the Board or all the members of such committee setting forth the action to be approved. Such consent shall have the same force and effect as a vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware. (ixn) The Company shall pay or cause to be paid all reasonable out-of-pocket expenses incurred by each Manager in connection with traveling to and from and attending meetings of the Board of Managers (and any committee thereof) and while conducting business at the request of the Company. (b) No Member, in its capacity as such, shall participate in or have any control over the Company Business. Each such Member hereby consents to the exercise by the Board of Managers of the powers conferred upon the Board by the Act and this Agreement with respect to the management and control of Managers by this Agreementthe Company. The Members, in their capacities as such, shall not participate in the control, management, direction or operation of the activities or affairs of the Company and Members shall not have any authority or right, in their capacities as Members of the Company, to act for or bind the Company. (co) The Board of Managers is authorized to appoint any person as an officer Secretary shall keep regular minutes of the Company who Board and all committee’s proceedings. The minutes shall have such powers and perform such duties incident to such person’s office as may from time to time be conferred upon or assigned to it by placed in the Board of Managers and assign in writing titles (including Chief Executive Officer, President, Vice President, Secretary and Treasurer) to any such person. Any appointment pursuant to this Section 4.01(c) may be revoked at any time by the Board of Managers. In addition, the Board of Managers is authorized to employ, engage and dismiss, on behalf minute book of the Company. (p) Unless otherwise restricted by this Agreement, any Personthe Members, including an Affiliate the Board, or the members of any Member if on commercially reasonable Committee of the Board may participate in and arm’s-length termshold a meeting of such Members, to perform services forBoard, or furnish goods toCommittee, as the Company. Unless case may be, by means of conference telephone or similar communications equipment by means of which all Persons participating in the Board of Managers states otherwisemeeting can hear each other, if the title is one commonly used for officers of and participation in such a business corporation formed under the Delaware General Corporation Law, the assignment of such title meeting shall constitute presence in person at the delegation meeting, except where a person participates in the meeting for the express purpose of objecting to such person the transaction of any business on the authorities and duties ground that are normally associated with that officethe meeting is not lawfully called or convened.

Management and Control of the Company. (i) a. The Members have established the Company as a “managers-managed” limited liability company and have agreed to initially designate designated a board of managers (the “Board of Managers”) of up to three (3) Persons to manage the Company and its and its Subsidiaries’ business and affairs. The Board shall consist of no more than nine (9) individuals. Each of the Persons individuals appointed to the Board of Managers is referred to herein as a “Manager.” Each The Managers shall be designated, in each case subject to the provisions of subparagraph (b) below, as follows: i. one (1) Manager designated by Cannae (each, a “Cannae Manager”), who shall initially be Xxxxx Xxxxxxxx, and who shall be such Manager so long as such individual has not duly resigned or been removed as a Manager in accordance with this Agreement and is an officer of Cannae or a managing director of Trasimene Capital Management, LLC (or equivalent or higher ranking employee of Cannae or its Affiliates), provided that any Manager replacing any initial Cannae Manager shall have one vote for always be an individual designated by Cannae who is at least an officer of Cannae (or equivalent or higher ranking employee of Cannae); ii. two (2) Managers designated by THL (each, a “THL Manager”), who shall initially be Xxxxxx Xxxxxxx and Xxxxxx Xxx, and who shall be such Manager so long as such individual has not duly resigned or been removed as a Manager in accordance with this Agreement and is a principal of THL or its Affiliates (or equivalent or higher ranking employee of THL or its Affiliates), provided that any matter for which approval Manager replacing any initial THL Manager shall always be an individual designated by THL who is a principal of THL (or equivalent or higher ranking employee of THL); iii. no less than three (3) nor more than six (6) Managers designated by Parent (each, a “Parent Manager” and together, the “Parent Managers”), who shall be named by Parent following execution of this Agreement; provided that, it is acknowledged that any number of the Board Manager seats to be filled by the Parent at any time may remain vacant until such time as the Parent elects to fill such seats; and iv. any additional Managers designated as mutually agreed upon by the Parent Managers, the Cannae Manager and the THL Manager; provided that, for the avoidance of doubt, the consent of at least one Cannae Manager and at least one THL Manager shall be required for the appointment of any such additional Manager; and provided further that, it is acknowledged that any number of Manager seats to be filled by mutual agreement at any time may remain vacant until such time as the Managers mutually agree to fill such seats. b. If at any time Cannae ceases to own at least 33% of the Class A Units held by it as of the date hereof (subject to adjustment for Unit splits, combinations and similar events), the number of Managers Cannae is required entitled to designate shall be decreased to zero, and the ability of Cannae to consent to any increases pursuant to Section 4.1(a)(iii) shall terminate and any determinations shall be made solely by Parent. In the Act event any such decrease results in an undesignated Board seat, the remaining Managers may designate, by majority vote, a successor Manager to fill the vacancy created thereby or this Agreement. The decrease the size of the Board by such seats. c. If at any time THL ceases to own at least 33% of the Class A Units held by it as of the date hereof (subject to adjustment for Unit splits, combinations and similar events), the number of Managers may THL is entitled to designate shall be increased or decreased only with the unanimous written consent of both the Alliance Manager to zero, and the PanOptic Managerability of THL to consent to any increases pursuant to Section 4.1(a)(iii) shall terminate and any determinations shall be made solely by Parent. In the event any such decrease results in an undesignated Board seat, the remaining Managers may designate, by majority vote, a successor Manager to fill the vacancy created thereby or decrease the size of the Board by such seats. d. The chairman of the Board (the “Chairman”) shall be elected by a majority vote of the Board; provided, however, that a Parent Manager, as designated by Parent, shall serve as the initial Chairman. The vice-chairman of the Board (the “Vice Chairman”) shall be elected by a majority vote of the Board; provided, however, that a Parent Manager (distinct from the Chairman), as designated by Parent, shall serve as the initial Vice Chairman. If the Chairman is absent at any meeting of the Board, a majority of the Managers present shall designate another Manager to serve as interim chairman for that meeting. e. The Board shall hold no less than one (1) meeting per fiscal quarter, unless determined otherwise by the Board. At each meeting of the Board or any Committee at which a Quorum is present, (i) the Parent Managers shall be entitled to six (6) votes in the aggregate, divided evenly among the number of Parent Managers currently serving on the Board, (ii) The Alliance Member each Cannae Manager shall have the right but not the obligation be entitled to designate two (2) votes, and (iii) each THL Manager shall be entitled to one (1) vote, on each matter to be voted on at such meeting. Regular meetings of the Managers (Board may be held at such time and at such place as shall from time to time be determined by the “Alliance Manager”), Board and the PanOptic Member shall have the right but not the obligation to designate one may be held without notice. Special meetings of the Managers (the “PanOptic Manager”). The Alliance Manager and the PanOptic Manager shall mutually agree on the third Manager (the “Independent Manager”). The Independent Manager Board may only be removed called by the unanimous consent of the Alliance Member and the PanOptic Member, in their sole discretion. None of the Managers, Members and no officer, director, manager, stockholder, partner, member, employee or agent of any Member makes any representation or warranty as to the fitness or competence of the designee of any party hereunder to serve on the Board of Managers by virtue of such party’s execution of this Agreement Chairman or by the act holders of at least 10% of all of the issued and outstanding Class A Units, or shall be called by the Secretary on the written request (email being sufficient) of at least two Managers. Written notice (email being sufficient) specifying the time and place of any special meeting shall be given to each Manager at least three (3) days before the date of such party in designating such designee pursuant to this Agreementspecial meeting. Such notice may, but need not, specify the purpose or purposes of the special meeting. (iii) f. Each Manager shall hold office until a successor has been designated, or until such Person’s earlier death, resignation or removal. If at any time any Manager ceases to serve on the Board of Managers (whether due to deathresignation, resignation removal or removalotherwise), then only the Member(sapplicable Member or Members shall designate a successor to fill the vacancy created thereby on the terms and subject to the conditions of paragraphs (a) responsible and (b) above. Each Member agrees to vote, or cause to be voted, all voting Units of the Company over which such Member has the power to vote or direct the voting, and shall take all such other actions as shall be necessary or desirable to cause the designated successor be elected to fill such vacancy. g. Nothing in this Agreement shall be construed to impair any rights that the Members of the Company may have to remove any Manager for cause under applicable law or this Agreement, as the designation case may be. No such removal of such Manager an individual designated pursuant to this Section 4.01(a)(ii) 4.1 for cause shall affect any of the Members’ rights to designate a different individual pursuant to this Section 4.1 to fill the position from which such individual was removed. h. Each Manager and any authorized Board observer shall be entitled to designate reimbursement from the Company for his or her reasonable out-of-pocket expenses (including air travel charged at no more than charter equivalent rates) incurred in attending any Board meeting. i. For so long as a replacement Member has any designees on the Board, the Company shall maintain directors’ and officers’ liability insurance policies for Managers, directors and officers of Parent and its Subsidiaries (including the Company), with carriers that are “A rated” or better and with limits of at least $100.0 million of “Side A”, “Side B” and “Side C” coverage (the “ABC Coverage”), plus an additional $20.0 million of “Side A” coverage. In the event that a material claim or a series of claims are made during a term of coverage under such Manager by written notice policies, such that it is reasonable to each anticipate that less than $50 million of coverage would remain under such policies once the claim or claims are resolved, the Board may require and the Company agrees to purchase additional ABC Coverage such that there is a minimum of $50 million of ABC Coverage available to Managers, directors and officers of the MembersParent and its Subsidiaries during the term. The Member(s) entitled to designate Company shall indemnify the Managers designated by the Members, as applicable, in accordance with this Agreement and each indemnification agreement entered into by the Company and such Manager. j. The Board may establish any committees of the Board as the Board shall approve (each, a Manager under Section 4.01(a)(ii“Committee”), and only with such Member(s), authority as the Board shall be entitled to remove its or their designated Manager, at any time and so determine from time to time, with or without cause, in its or their sole discretion, and shall give written notice of such removal to each of . k. To the Members. If at any time an individual serving as fullest extent permitted by the Independent Manager ceases to be a Manager for any reasonAct, the Company Board and each Member agrees promptly to act in accordance with the provisions hereof to cause the election of an individual as the Independent Manager. The Board of Managers shall initially be comprised of the individuals set forth on Schedule II, which schedule shall be updated from time to reflect any changes to the Board of Managers pursuant to this Section 4.01. (iv) The Board of Managers its duly authorized committees shall have the exclusive right to manage and control the Company, subject to and except as required by any other provisions herein specifically requiring the approval of the Members, the Members shall not have any voting or consent rights with respect to the actions of the Board or the Company. The Except as otherwise specifically provided herein, the Board of Managers shall have the right to perform all actions necessary, convenient or incidental to the accomplishment of the purposes and authorized acts of the Company, as specified in Sections 2.05 2.5 and 2.062.6, and each Manager shall possess and may enjoy and exercise all of the Board rights and powers of Managers, acting as a body pursuant to this Agreement, shall constitute a “manager” of as provided in and under the Company within the meaning Act; and each Manager shall be a “manager” for purposes of the Act; provided, however, that no individual Manager shall have the authority or right power to act for or bind on behalf of the Company, to do any act that would be binding on the Company without the requisite consent or to make any expenditure or incur any obligations on behalf of the Board Company or authorize any of Managersthe foregoing. (v) Any l. Unless expressly provided to the contrary in this Agreement, any action, consent, approval, election, decision or determination to be made by the Board of Managers under or in connection with this Agreement (including any act by the Board of Managers within its “discretion” under this Agreement and the execution and delivery of any documents or agreements on behalf of the Company), ) shall be in the sole and absolute discretion of the Board of ManagersBoard. (vi) Meetings of the Board of Managers are expected m. Subject to be held on a quarterly basis, but in any event shall be held not less than annually, when called by either the Alliance MemberSection 4.2, the PanOptic Member Board, or any member of the Board of Managers, upon not less than ten (10) business days’ advance written notice to the Managers. Attendance at any meeting of the Board of Managers shall constitute waiver of notice of such meeting. Additionally, a waiver of such notice in writing signed committee designated by the Manager entitled to such noticeBoard, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The quorum for a meeting of the Board of Managers shall be each of the Alliance Member and the PanOptic Member. Members of the Board of Managers may participate in any meeting of the Board of Managers by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. All action taken by the Board of Managers shall be by a simple majority of the voting power represented by the Managers present at a meeting thereof in person or by telephone or similar communications equipment. (vii) The Board of Managers may create and maintain committees, including an executive committee, an audit committee and compensation committee. (viii) The Board of Managers may also take action without any meeting of the members of the Board of Managers (or such other governing body) by unanimous written consent of all of the Managers members of the Board or all the members of such committee setting forth the action to be approved. Such consent shall have the same force and effect as a vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware. (ix) The Company shall pay or cause to be paid all reasonable out-of-pocket expenses incurred by each Manager in connection with traveling to and from and attending meetings of the Board of Managers (and any committee thereof) and while conducting business at the request of the Company. (b) No Member, in its capacity as such, shall participate in or have any control over the Company Business. n. Each such Member hereby consents to the exercise by the Board of Managers of the powers conferred upon the Board by the Act and this Agreement with respect to the management and control of Managers by this Agreementthe Company. The Members, in their capacities as such, shall not participate in the control, management, direction or operation of the activities or affairs of the Company and Members shall not have any authority or right, in their capacities as Members of the Company, to act for or bind the Company. (c) o. The Board of Managers is authorized to appoint any person as an officer Secretary shall keep regular minutes of the Company who Board and all committee’s proceedings. The minutes shall have such powers and perform such duties incident to such person’s office as may from time to time be conferred upon or assigned to it by placed in the Board of Managers and assign in writing titles (including Chief Executive Officer, President, Vice President, Secretary and Treasurer) to any such person. Any appointment pursuant to this Section 4.01(c) may be revoked at any time by the Board of Managers. In addition, the Board of Managers is authorized to employ, engage and dismiss, on behalf minute book of the Company. p. Unless otherwise restricted by this Agreement, any Personthe Members, including an Affiliate the Board, or the members of any Member if on commercially reasonable Committee of the Board may participate in and arm’s-length termshold a meeting of such Members, to perform services forBoard, or furnish goods toCommittee, as the Company. Unless case may be, by means of conference telephone or similar communications equipment by means of which all Persons participating in the Board of Managers states otherwisemeeting can hear each other, if the title is one commonly used for officers of and participation in such a business corporation formed under the Delaware General Corporation Law, the assignment of such title meeting shall constitute presence in person at the delegation meeting, except where a person participates in the meeting for the express purpose of objecting to such person the transaction of any business on the authorities and duties ground that are normally associated with that officethe meeting is not lawfully called or convened.

Management and Control of the Company. (ia) The Members have established day to day management, operation and control of the business and affairs of the Company as a “managers-managed” limited liability company and have agreed to initially designate a board shall be vested exclusively in the Board of managers Managers (the “Board of Managers”) of up to three (3) Persons to manage the Company and its and its Subsidiaries’ business and affairs), except as otherwise expressly provided for in this Agreement. Each of the Persons appointed to the The Board of Managers is referred shall initially consist of four (4) natural persons with Xxxxxx Xxxxx to herein as a “Manager.” Each Manager shall have one vote for any matter for which approval be the Chairman of the Board of Managers is required by and the Act Chief Executive Officer of the Company. Subject to Section 4.04(c), the Board of Managers shall have full and complete power, authority and discretion for, on behalf of and in the name of the Company, to enter into and perform all contracts and other undertakings that it may deem necessary or advisable to carry out any and all of the objects and purposes of the Company, except as otherwise expressly provided for in this Agreement. A Manager acting individually will not have the power to bind the Company, except for Xxxxxx Xxxxx in his capacity as Chairman of the Board of Managers and Chief Executive Officer of the Company, subject to the other provisions of this Agreement. The size power and authority of the Board of Managers may be increased or decreased only with the unanimous written consent of both the Alliance Manager and the PanOptic Manager. (ii) The Alliance Member shall have the right but not the obligation to designate one of the Managers (the “Alliance Manager”), and the PanOptic Member shall have the right but not the obligation to designate one of the Managers (the “PanOptic Manager”). The Alliance Manager and the PanOptic Manager shall mutually agree on the third Manager (the “Independent Manager”). The Independent Manager may only be removed delegated by the unanimous consent of the Alliance Member and the PanOptic Member, in their sole discretion. None of the Managers, Members and no officer, director, manager, stockholder, partner, member, employee or agent of any Member makes any representation or warranty as to the fitness or competence of the designee of any party hereunder to serve on the Board of Managers by virtue to a committee of such party’s execution Managers, to any officer of this Agreement the Company or by to any other Person engaged to act on behalf of the act Company. The initial Board of such party in designating such designee pursuant to this Agreement. (iii) If at any time any Manager ceases to serve on Managers as of the date hereof shall be comprised of the following four Managers Xxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxx Xxxxxxxx, and Xxxxxx Kremener. Thereafter, the Board of Managers shall be elected at each annual meeting of the Members (whether due with the first such annual meeting to death, resignation or removaltake place in 2017), then only the Member(s) responsible for the designation of such Manager which election may also be conducted through action by written consent pursuant to Section 4.01(a)(ii) shall be entitled to designate a replacement for such Manager by written notice to each of the Members. The Member(s) entitled to designate a Manager under Section 4.01(a)(ii), and only such Member(s), shall be entitled to remove its or their designated Manager, at any time and from time to time, with or without cause, in its or their sole discretion, and shall give written notice of such removal to each of the Members. If at any time an individual serving as the Independent Manager ceases to be a Manager for any reason, the Company and each Member agrees promptly to act in accordance with the provisions hereof to cause the election of an individual as the Independent Manager. The Board of Managers shall initially be comprised of the individuals set forth on Schedule II, which schedule shall be updated from time to reflect any changes to the Board of Managers pursuant to this Section 4.01. (iv) The Board of Managers shall have the exclusive right to manage and control the Company, subject to any other provisions herein specifically requiring the approval of the Members. The Board of Managers shall have the right to perform all actions necessary, convenient or incidental to the accomplishment of the purposes and authorized acts of the Company, as specified in Sections 2.05 and 2.06, and the Board of Managers, acting as a body pursuant to this Agreement, shall constitute a “manager” of the Company within the meaning of the Act3.08; provided, however, that no individual for so long as Leiber is a Member, the Board of Managers shall at all times be comprised of not less than one (1) Manager appointed by Leiber, in Leiber’s sole and absolute discretion (the “Leiber Manager”), for a total of four (4). For the avoidance of doubt, the initial Leiber Manager shall be Xxxxx Xxxxx. (b) Xxxxxx, in its sole and absolute discretion, shall at any time have the authority or right to act designate one (1) individual to attend all meetings of the Board of Managers as an observer (the “Observer”); provided, however, that (i) such Observer shall be provided with copies of all notices, memoranda, presentations and other materials provided to the Board of Managers (such notices, memoranda, presentations and other materials shall be confidential information subject to Section 8.04, and (ii) in the event the Leiber Manager does not to attend a meeting of the Board of Managers, such Observer shall hold such Leiber Manger’s proxy to vote in all respects and in the same capacity as the Leiber Manager at any such meeting. Notwithstanding the foregoing, no Member (other than Xxxxxx Xxxxx and Xxxxxx Kremener) who does not, together with its Affiliates, hold a majority of the Membership Interests shall have access to the Company’s formulas for production of agricultural products. (c) The Company shall send prompt written notice to all Members and the Observer of the annual meeting and any change in the composition or bind the Company without the requisite consent size of the Board of Managers. (vd) Any action, consent, approval, election, decision The designation of an individual as a Manager or determination Observer shall not of itself create a right to be made by the Board of Managers under or in connection with this Agreement (including any act by the Board of Managers within its “discretion” under this Agreement and the execution and delivery of any documents or agreements continued membership on behalf of the Company), shall be in the sole and absolute discretion of the Board of Managers. (vi) Meetings , attendance of the Board of Managers are expected to be held on a quarterly basis, but in any event shall be held not less than annually, when called by either the Alliance Member, the PanOptic Member or any member meetings of the Board of Managers, upon not less than ten (10) business days’ advance written notice to or employment with the Managers. Attendance at any meeting of the Board of Managers shall constitute waiver of notice of such meeting. Additionally, a waiver of such notice in writing signed by the Manager entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The quorum for a meeting of the Board of Managers shall be each of the Alliance Member and the PanOptic Member. Members of the Board of Managers may participate in any meeting of the Board of Managers by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. All action taken by the Board of Managers shall be by a simple majority of the voting power represented by the Managers present at a meeting thereof in person or by telephone or similar communications equipmentCompany. (viie) The Board of Managers may create and maintain committees, including an executive committee, an audit committee and compensation committee. (viii) The Board of Managers may also take action without any meeting of the members of the Board of Managers (or such other governing body) by written consent of all of the Managers setting forth the action to be approved. (ix) The Company shall pay or cause to be paid all reasonable out-of-pocket expenses incurred by each designate one Manager in connection with traveling to and from and attending meetings of the Board of Managers (and any committee thereof) and while conducting business at the request of the Company. (b) No Member, in its capacity as such, shall participate in or have any control over the Company Business. Each such that is a Member hereby consents to the exercise by the Board of Managers of the powers conferred upon the Board of Managers by this Agreement. The Members, in their capacities as such, shall not participate in the control, management, direction or operation of the activities or affairs of the Company and shall not have any authority or right, in their capacities as Members to be the Tax Matters Member of the Company, to act for or bind the Companywhich initially shall be Xxxxxx Xxxxx. (cf) The Board of Managers is authorized to appoint any person as an officer Unless otherwise determined by the affirmative approval or written consent of the Majority in Interest of the Members and except as otherwise required by applicable law, the Company who shall have such powers ensure that the composition of the board of managers, board of directors or other governing body of each of its Subsidiaries shall be the same as, and perform such duties incident to such person’s office as may from time to time shall be conferred upon or assigned to it by selected in the Board of Managers and assign in writing titles (including Chief Executive Officer, President, Vice President, Secretary and Treasurer) to any such person. Any appointment pursuant to this Section 4.01(c) may be revoked at any time by the Board of Managers. In additionsame manner as, the Board of Managers is authorized as set forth in Section 4.01(a). (g) The Company and each of the Members shall take any and all Necessary Action to employensure the compliance of this Section 4.01. (h) In the event that the Company makes an in-kind Distribution described in Section 734 of the Code, engage or in the event of a transfer of any Membership Interest permitted by this Agreement made and dismissdescribed in Section 743 of the Code, the Managers, on behalf of the Company, any Personmay, including in their absolute discretion, file an Affiliate of any Member if on commercially reasonable and arm’s-length terms, to perform services for, or furnish goods to, the Company. Unless the Board of Managers states otherwise, if the title is one commonly used for officers of a business corporation formed election under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person Section 754 of the authorities and duties that are normally associated Code in accordance with that officethe procedures set forth in the applicable Treasury Regulations promulgated thereunder.

Management and Control of the Company. (ia) The Members have established the Company as a “managers-board of managers- managed” limited liability company and have agreed to initially designate a board of managers (the “Board of Managers”) of up to three five (35) Persons to manage the Company and its and its Subsidiaries’ business and affairs. Each of the Persons managers appointed to the Board of Managers is referred to herein as a “Manager.” Each Manager shall have one vote for any matter for which approval of and the Board of Managers is required by sometimes referred to herein as the Act “Board” or this Agreement. as the “Managers.” The size Members shall have the exclusive right to designate the members of the Board of Managers. (b) The initial Board of Managers may shall be increased or decreased only with comprised of three (3) Managers, as follows: (i) two (2) Managers (the unanimous written consent of both the Alliance Manager and the PanOptic Manager.“Vantem Holdings Managers”) shall be designated by Holdings; and (ii) The Alliance Member one (1) Manager shall have the right but not the obligation to designate one of the Managers be designated by Intelitec (the “Alliance Manager”), and the PanOptic Member shall have the right but not the obligation to designate one of the Managers (the “PanOptic Intelitec Manager”). The Alliance Manager and the PanOptic Manager shall mutually agree on the third Manager (the “Independent Manager”). The Independent Manager may only be removed by the unanimous consent of the Alliance Member and the PanOptic Member, in their sole discretion. None of the Managers, Members and no officer, director, manager, stockholder, partner, member, employee or agent of any Member makes any representation or warranty as to the fitness or competence of the designee of any party hereunder to serve on the Board of Managers by virtue of such party’s execution of this Agreement or by the act of such party in designating such designee pursuant to this Agreement.; and (iiic) If at any time any Manager ceases to serve on the Board of Managers of Managers (whether due to deathresignation, resignation removal or removalotherwise), then only the Member(s) Member responsible for the designation of such Manager pursuant to Section 4.01(a)(ii6.1(b) above shall be entitled to designate a replacement for such Manager by written notice to the Board of Managers and to each of the other Members. The Member(s) Any Member entitled to designate a specific Manager under Section 4.01(a)(ii), and only may remove such Member(s), shall be entitled to remove its or their designated Manager, at any time and from time to time, with or without causecause (subject to applicable law), in its or their such Member’s sole discretion, and such Member shall give written notice of such removal to each of the Members. If at any time an individual serving as the Independent Manager ceases to be a Manager for any reason, the Company other Members and each Member agrees promptly to act in accordance with the provisions hereof to cause the election of an individual as the Independent Manager. The Board of Managers shall initially be comprised of the individuals set forth on Schedule II, which schedule shall be updated from time to reflect any changes to the Board of Managers. Vacancies on the Board of Managers that are not filled as otherwise provided herein shall be filled by a vote of the holders of at least a majority of the Units voting together as a group. As of the Effective Date, the Board of Managers is comprised of Xxxxx X. Xxxxx and Xxxx X. Xxxx as the Vantem Managers and Xxxxxxxx as the Intelitec Manager. (d) The rights of any Person to designate Managers pursuant to this Section 4.016.1 are personal rights and shall not be exercised by, or assignable to, any transferee other than a Permitted Transferee. (ive) The Except as otherwise specifically provided herein, the Board of Managers shall have the exclusive right to manage and control Control the Company. Except as otherwise specifically provided herein, subject to any other provisions herein specifically requiring the approval of the Members. The Board of Managers shall have the right to perform all actions necessary, convenient or incidental to the accomplishment of the purposes and authorized acts of the Company, as specified and, subject to the limitations set forth in Sections 2.05 this Article IV, each Manager shall possess and 2.06, may enjoy and exercise all of the Board rights and powers of Managers, acting as a body pursuant to this Agreement, shall constitute a “manager” of as provided in and under the Company within the meaning Act; and each Manager shall be a “manager” for purposes of the Act; provided, however, that no individual Manager shall have the authority or right to act for or bind the Company without the requisite consent of the Board of Managers. (vf) Any Unless expressly provided to the contrary in this Agreement, any action, consent, approval, election, decision or determination to be made by the Board of Managers under or in connection with this Agreement (including any act by the Board of Managers within its “discretion” under this Agreement and the execution and delivery of any documents or agreements on behalf of the Company), shall be in the sole and absolute discretion of the Board majority of Managers. (vig) Meetings of the Board of Managers are expected to be held on a an approximately quarterly basis, but in any event shall be held not less than annually, when called by either the Alliance Member, the PanOptic Member or any member of the Board of ManagersManager, upon not less than ten (10) business days5 Business Days’ advance written notice to the other Managers. Attendance at any meeting of the Board of Managers shall constitute waiver of notice of such meeting. Additionally, a waiver of such notice in writing signed by the Manager entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The quorum for a meeting of the Board of Managers shall be each a simple majority of the Alliance Member and the PanOptic Member. Members of Managers provided, however, if there is only one duly designated Manager serving on the Board of Managers, then a quorum shall be such Manager and if there are only two duly designated Managers sewing on the Board of Managers, then a quorum shall be both such Managers. Managers may participate in any meeting of the Board of Managers by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. All action Except as provided in this Section 6.1, all actions taken by the Board of Managers shall be by a vote of a simple majority of the voting power represented by the Managers present at a meeting thereof in person or by telephone or similar communications equipmenttelephone. Except as expressly provided in this Section 6.1, the Board of Managers shall conduct its business in such manner and by such procedures as a majority of the Managers deems appropriate. The Managers present at a duly organized meeting may continue to transact business until adjourned, notwithstanding that the withdrawal of enough Managers from the meeting leaves less than a quorum. (vii) The Board of Managers may create and maintain committees, including an executive committee, an audit committee and compensation committee. (viiih) The Board of Managers may also take action without any meeting of the members of the Board of Managers (or such other governing body) by majority written consent of all of the Managers setting forth the action to be approvedManagers. (ixi) The Company shall pay or cause to be paid all reasonable out-of-pocket expenses incurred by each Manager in connection with traveling to and from and attending meetings of the Board of Managers (and any committee thereof) and while conducting business at the request of the Company. (b) No Member, in its capacity as such, shall participate in or have any control over the Company Business. Each such Member hereby consents to the exercise by the Board of Managers of the powers conferred upon the Board of Managers by this Agreement. The Members, in their capacities as such, shall not participate in the controlControl, management, direction or operation of the activities or affairs of the Company and shall not have any authority or right, in their capacities as Members of the Company, to act for or bind the Company. (c) The Board of Managers is authorized to appoint any person as an officer of the Company who shall have such powers and perform such duties incident to such person’s office as may from time to time be conferred upon or assigned to it by the Board of Managers and assign in writing titles (including Chief Executive Officer, President, Vice President, Secretary and Treasurer) to any such person. Any appointment pursuant to this Section 4.01(c) may be revoked at any time by the Board of Managers. In addition, the Board of Managers is authorized to employ, engage and dismiss, on behalf of the Company, any Person, including an Affiliate of any Member if on commercially reasonable and arm’s-length terms, to perform services for, or furnish goods to, the Company. Unless the Board of Managers states otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office.

Management and Control of the Company. (ia) The Members have established the Company as a “managers-managed” limited liability company and have agreed to initially designate designated a board of managers (the “Board of Managers”) of up to three (3) Persons to manage the Company and its and its Subsidiaries’ business and affairs. The Board shall consist of no more than nine (9) individuals. Each of the Persons individuals appointed to the Board of Managers is referred to herein as a “Manager.” Each The Managers shall be designated, in each case subject to the provisions of subparagraph (b) below, as follows: (i) one (1) Manager designated by Cannae (each, a “Cannae Manager”), who shall initially be Xxxxx Xxxxxxxx, and who shall be such Manager so long as such individual has not duly resigned or been removed as a Manager in accordance with this Agreement and is an officer of Cannae or a managing director of Trasimene Capital Management, LLC (or equivalent or higher ranking employee of Cannae or its Affiliates), provided that any Manager replacing any initial Cannae Manager shall have one vote for always be an individual designated by Cannae who is at least an officer of Cannae (or equivalent or higher ranking employee of Cannae); (ii) two (2) Managers designated by THL (each, a “THL Manager”), who shall initially be Xxxxxx Xxxxxxx and Xxxxxx Xxx, and who shall be such Manager so long as such individual has not duly resigned or been removed as a Manager in accordance with this Agreement and is a principal of THL or its Affiliates (or equivalent or higher ranking employee of THL or its Affiliates), provided that any matter for which approval Manager replacing any initial THL Manager shall always be an individual designated by THL who is a principal of THL (or equivalent or higher ranking employee of THL); (iii) no less than three (3) nor more than six (6) Managers designated by Parent (each, a “Parent Manager” and together, the “Parent Managers”), who shall be named by Parent following execution of this Agreement; provided that, it is acknowledged that any number of the Board Manager seats to be filled by the Parent at any time may remain vacant until such time as the Parent elects to fill such seats; and (iv) any additional Managers designated as mutually agreed upon by the Parent Managers, the Cannae Manager and the THL Manager; provided that, for the avoidance of doubt, the consent of at least one Cannae Manager and at least one THL Manager shall be required for the appointment of any such additional Manager; and provided further that, it is acknowledged that any number of Manager seats to be filled by mutual agreement at any time may remain vacant until such time as the Managers mutually agree to fill such seats. (b) If at any time Cannae ceases to own at least 33% of the Class A Units held by it as of the date hereof (subject to adjustment for Unit splits, combinations and similar events), the number of Managers Cannae is required entitled to designate shall be decreased to zero, and the ability of Cannae to consent to any increases pursuant to Section 4.1(a)(iii) shall terminate and any determinations shall be made solely by Parent. In the Act event any such decrease results in an undesignated Board seat, the remaining Managers may designate, by majority vote, a successor Manager to fill the vacancy created thereby or this Agreement. The decrease the size of the Board of Managers may be increased or decreased only with the unanimous written consent of both the Alliance Manager and the PanOptic Managerby such seats. (iic) If at any time THL ceases to own at least 33% of the Class A Units held by it as of the date hereof (subject to adjustment for Unit splits, combinations and similar events), the number of Managers THL is entitled to designate shall be decreased to zero, and the ability of THL to consent to any increases pursuant to Section 4.1(a)(iii) shall terminate and any determinations shall be made solely by Parent. In the event any such decrease results in an undesignated Board seat, the remaining Managers may designate, by majority vote, a successor Manager to fill the vacancy created thereby or decrease the size of the Board by such seats. (d) The Alliance Member chairman of the Board (the “Chairman”) shall have be elected by a majority vote of the right but not Board; provided, however, that a Parent Manager, as designated by Parent, shall serve as the obligation to designate one initial Chairman. The vice-chairman of the Board (the “Vice Chairman”) shall be elected by a majority vote of the Board; provided, however, that a Parent Manager (distinct from the Chairman), as designated by Parent, shall serve as the initial Vice Chairman. If the Chairman is absent at any meeting of the Board, a majority of the Managers present shall designate another Manager to serve as interim chairman for that meeting. (e) The Board shall hold no less than one (1) meeting per fiscal quarter, unless determined otherwise by the “Alliance Manager”)Board. At each meeting of the Board or any Committee at which a Quorum is present, (i) the Parent Managers shall be entitled to six (6) votes in the aggregate, divided evenly among the number of Parent Managers currently serving on the Board, (ii) each Cannae Manager shall be entitled to two (2) votes, and the PanOptic Member (iii) each THL Manager shall have the right but not the obligation be entitled to designate one (1) vote, on each matter to be voted on at such meeting. Regular meetings of the Managers (the “PanOptic Manager”). The Alliance Manager Board may be held at such time and the PanOptic Manager at such place as shall mutually agree on the third Manager (the “Independent Manager”). The Independent Manager may only from time to time be removed determined by the unanimous consent Board and may be held without notice. Special meetings of the Alliance Member and Board may be called by the PanOptic Member, in their sole discretion. None of the Managers, Members and no officer, director, manager, stockholder, partner, member, employee or agent of any Member makes any representation or warranty as to the fitness or competence of the designee of any party hereunder to serve on the Board of Managers by virtue of such party’s execution of this Agreement Chairman or by the act holders of at least 10% of all of the issued and outstanding Class A Units, or shall be called by the Secretary on the written request (email being sufficient) of at least two Managers. Written notice (email being sufficient) specifying the time and place of any special meeting shall be given to each Manager at least three (3) days before the date of such party in designating such designee pursuant to this Agreementspecial meeting. Such notice may, but need not, specify the purpose or purposes of the special meeting. (iiif) Each Manager shall hold office until a successor has been designated, or until such Person’s earlier death, resignation or removal. If at any time any Manager ceases to serve on the Board of Managers (whether due to deathresignation, resignation removal or removalotherwise), then only the Member(sapplicable Member or Members shall designate a successor to fill the vacancy created thereby on the terms and subject to the conditions of paragraphs (a) responsible and (b) above. Each Member agrees to vote, or cause to be voted, all voting Units of the Company over which such Member has the power to vote or direct the voting, and shall take all such other actions as shall be necessary or desirable to cause the designated successor be elected to fill such vacancy. (g) Nothing in this Agreement shall be construed to impair any rights that the Members of the Company may have to remove any Manager for cause under applicable law or this Agreement, as the designation case may be. No such removal of such Manager an individual designated pursuant to this Section 4.01(a)(ii4.1 for cause shall affect any of the Members’ rights to designate a different individual pursuant to this Section 4.1 to fill the position from which such individual was removed. (h) Each Manager and any authorized Board observer shall be entitled to designate reimbursement from the Company for his or her reasonable out-of-pocket expenses (including air travel charged at no more than charter equivalent rates) incurred in attending any Board meeting. (i) For so long as a replacement Member has any designees on the Board, the Company shall maintain directors’ and officers’ liability insurance policies for Managers, directors and officers of Parent and its Subsidiaries (including the Company), with carriers that are “A rated” or better and with limits of at least $100.0 million of “Side A”, “Side B” and “Side C” coverage (the “ABC Coverage”), plus an additional $20.0 million of “Side A” coverage. In the event that a material claim or a series of claims are made during a term of coverage under such Manager by written notice policies, such that it is reasonable to each anticipate that less than $50 million of coverage would remain under such policies once the claim or claims are resolved, the Board may require and the Company agrees to purchase additional ABC Coverage such that there is a minimum of $50 million of ABC Coverage available to Managers, directors and officers of the MembersParent and its Subsidiaries during the term. The Member(sCompany shall indemnify the Managers designated by the Members, as applicable, in accordance with this Agreement and each indemnification agreement entered into by the Company and such Manager. (j) entitled to designate The Board may establish any committees of the Board as the Board shall approve (each, a Manager under Section 4.01(a)(ii“Committee”), and only with such Member(s), authority as the Board shall be entitled to remove its or their designated Manager, at any time and so determine from time to time, with or without cause, in its or their sole discretion, and shall give written notice of such removal to each of the Members. If at any time an individual serving as the Independent Manager ceases to be a Manager for any reason, the Company and each Member agrees promptly to act in accordance with the provisions hereof to cause the election of an individual as the Independent Manager. The Board of Managers shall initially be comprised of the individuals set forth on Schedule II, which schedule shall be updated from time to reflect any changes to the Board of Managers pursuant to this Section 4.01. (ivk) The To the fullest extent permitted by the Act, the Board of Managers and its duly authorized committees shall have the exclusive right to manage and control the Company, subject to and except as required by any other provisions herein specifically requiring the approval of the Members, the Members shall not have any voting or consent rights with respect to the actions of the Board or the Company. The Except as otherwise specifically provided herein, the Board of Managers shall have the right to perform all actions necessary, convenient or incidental to the accomplishment of the purposes and authorized acts of the Company, as specified in Sections 2.05 2.5 and 2.062.6, and each Manager shall possess and may enjoy and exercise all of the Board rights and powers of Managers, acting as a body pursuant to this Agreement, shall constitute a “manager” of as provided in and under the Company within the meaning Act; and each Manager shall be a “manager” for purposes of the Act; provided, however, that no individual Manager shall have the authority or right power to act for or bind on behalf of the Company, to do any act that would be binding on the Company without the requisite consent or to make any expenditure or incur any obligations on behalf of the Board Company or authorize any of Managersthe foregoing. (vl) Any Unless expressly provided to the contrary in this Agreement, any action, consent, approval, election, decision or determination to be made by the Board of Managers under or in connection with this Agreement (including any act by the Board of Managers within its “discretion” under this Agreement and the execution and delivery of any documents or agreements on behalf of the Company), ) shall be in the sole and absolute discretion of the Board of ManagersBoard. (vim) Meetings of the Board of Managers are expected Subject to be held on a quarterly basis, but in any event shall be held not less than annually, when called by either the Alliance MemberSection 4.2, the PanOptic Member Board, or any member of the Board of Managers, upon not less than ten (10) business days’ advance written notice to the Managers. Attendance at any meeting of the Board of Managers shall constitute waiver of notice of such meeting. Additionally, a waiver of such notice in writing signed committee designated by the Manager entitled to such noticeBoard, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The quorum for a meeting of the Board of Managers shall be each of the Alliance Member and the PanOptic Member. Members of the Board of Managers may participate in any meeting of the Board of Managers by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. All action taken by the Board of Managers shall be by a simple majority of the voting power represented by the Managers present at a meeting thereof in person or by telephone or similar communications equipment. (vii) The Board of Managers may create and maintain committees, including an executive committee, an audit committee and compensation committee. (viii) The Board of Managers may also take action without any meeting of the members of the Board of Managers (or such other governing body) by unanimous written consent of all of the Managers members of the Board or all the members of such committee setting forth the action to be approved. Such consent shall have the same force and effect as a vote at a meeting and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware. (ixn) The Company shall pay or cause to be paid all reasonable out-of-pocket expenses incurred by each Manager in connection with traveling to and from and attending meetings of the Board of Managers (and any committee thereof) and while conducting business at the request of the Company. (b) No Member, in its capacity as such, shall participate in or have any control over the Company Business. Each such Member hereby consents to the exercise by the Board of Managers of the powers conferred upon the Board by the Act and this Agreement with respect to the management and control of Managers by this Agreementthe Company. The Members, in their capacities as such, shall not participate in the control, management, direction or operation of the activities or affairs of the Company and Members shall not have any authority or right, in their capacities as Members of the Company, to act for or bind the Company. (co) The Board of Managers is authorized to appoint any person as an officer Secretary shall keep regular minutes of the Company who Board and all committee’s proceedings. The minutes shall have such powers and perform such duties incident to such person’s office as may from time to time be conferred upon or assigned to it by placed in the Board of Managers and assign in writing titles (including Chief Executive Officer, President, Vice President, Secretary and Treasurer) to any such person. Any appointment pursuant to this Section 4.01(c) may be revoked at any time by the Board of Managers. In addition, the Board of Managers is authorized to employ, engage and dismiss, on behalf minute book of the Company. (p) Unless otherwise restricted by this Agreement, any Personthe Members, including an Affiliate the Board, or the members of any Member if on commercially reasonable Committee of the Board may participate in and arm’s-length termshold a meeting of such Members, to perform services forBoard, or furnish goods toCommittee, as the Company. Unless case may be, by means of conference telephone or similar communications equipment by means of which all Persons participating in the Board of Managers states otherwisemeeting can hear each other, if the title is one commonly used for officers of and participation in such a business corporation formed under the Delaware General Corporation Law, the assignment of such title meeting shall constitute presence in person at the delegation meeting, except where a person participates in the meeting for the express purpose of objecting to such person the transaction of any business on the authorities and duties ground that are normally associated with that officethe meeting is not lawfully called or convened.