Common use of Meetings of the Board Clause in Contracts

Meetings of the Board. Meetings of the Board shall be held at such place, if any, within or without the State of Delaware as may from time to time be fixed by resolution of the Board or as may be specified in the notice of any meeting. Regular meetings of the Board shall be held at such times as may from time to time be fixed by resolution of the Board and special meetings may be held at any time upon the call of the Chairman of the Board, the Chief Executive Officer, or by a majority of the total number of directors then in office, by written notice, including facsimile, e-mail or other means of electronic transmission, duly served on or sent and delivered to each director in accordance with Section 11.2. Notice of each special meeting of the Board shall be given, as provided in Section 11.2, to each director: (a) at least 24 hours before the meeting, if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (b) at least two days before the meeting, if such notice is sent by a nationally recognized overnight delivery service; and (c) at least five days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. The notice of any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place, if any, at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director who shall attend such meeting (except when the director attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened), or who shall waive notice thereof, before or after such meeting, in writing (including by electronic transmission).

Meetings of the Board. (a) Meetings of the Board shall Board, regular or special, may be held at such place, if any, within any place in or without out of the State of Delaware as the Board may from time to time be fixed by resolution of the Board determine or as may shall be specified in the notice of any such meeting. Regular meetings Members of the Board shall be held at such times as may from time to time be fixed by resolution of the Board and special meetings may be held at any time upon the call of the Chairman of the Board, the Chief Executive Officer, or by participate in a majority of the total number of directors then in office, by written notice, including facsimile, e-mail or other means of electronic transmission, duly served on or sent and delivered to each director in accordance with Section 11.2. Notice of each special meeting of the Board shall be given, as provided in Section 11.2, to each director: (a) at least 24 hours before the meeting, if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; telephone conference or similar communications if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by such means shall constitute presence in person at such meeting. (b) at least two days before the meeting, if such notice is sent by a nationally recognized overnight delivery service; and (c) at least five days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. The notice of any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting Regular meetings of the Board may be held without notice immediately after at such time and place as shall from time to time be determined by the annual Board. Special meetings of the Board may be called at any time by a majority of the Managers and may be held at such place or places in or out of the State of Delaware as may be designated in such notice. Notice of the place and time of every special meeting of stockholders at the Board shall be delivered by the Secretary or other officer of the Company to each Manager either personally or by telephone, telegraph, overnight courier or facsimile, or by leaving the same place, if any, at his or her residence or usual place of business at least twenty-four (24) hours before the time at which such meeting is heldto be held or, if by first-class mail, at least seventy-two (72) hours before the time of such meeting. Notice need not If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the Manager at his or her post office address as it appears on the records of regular meetings the Company, with postage thereon paid. Unless a resolution of the Board held at times fixed by resolution provides otherwise, the notice need not state the business to be transacted at, or the purpose of, any special meeting of the Board. Notice No notice of any special meeting of the Board need not be given give to any director Manager who shall attend such meeting attends (except when the director where a Manager attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the special meeting is not lawfully called or convened), or who shall waive notice thereofto any Manager who, in writing executed and filed with the records of the meeting either before or after the holding thereof, waives such notice. (c) Any meeting of the Board, regular or special, may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting, in writing (including by electronic transmission).

Meetings of the Board. Meetings (a) Any Board Member shall have the power to call regular meetings of the Board, provided, that, unless otherwise determined by the Board, the Board shall meet at least annually on a schedule to be determined by the Board. Any Board Member shall have the power to call special meetings of the Board. A special meeting of the Board shall be held on the date and at such place, if any, within or without the State of Delaware as may from time to time be fixed set by resolution of the Board or as may be specified in party calling the notice of any special meeting. Regular All meetings of the Board shall be held at the principal office of the Company or at such times other place as may be designated by the Board. If approved by the Board, individuals who are not Board Members may be invited to observe or participate in meetings of the Board in an advisory, non-voting capacity. Board Members may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting. (b) No notice is required of regular Board meetings held in accordance with such schedule as may be established by the Board from time to time time. It shall be fixed sufficient notice to a Board Member of a special meeting to send notice by resolution of the Board and special meetings may be held at any time upon the call of the Chairman of the Board, the Chief Executive Officer, or by a majority of the total number of directors then in office, by written notice, including facsimileovernight courier, e-mail or other means of electronic transmissionfacsimile at least one (1) Business Day, duly served on before the meeting addressed to such Board Member at his or sent and delivered her usual or last known business or residence address, e-mail address or facsimile number, as applicable, or to each director give notice in accordance with Section 11.2person or by telephone at least one (1) Business Day before the special meeting. Notice of each a special meeting of the Board shall be given, as provided in Section 11.2, to each director: (a) at least 24 hours before the meeting, if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (b) at least two days before the meeting, if such notice is sent by a nationally recognized overnight delivery service; and (c) at least five days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. The notice of any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place, if any, at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director who shall attend such meeting (except when the director attends Board Member if a meeting for the express purpose written waiver of objecting notice, executed by him or her before, after or at the beginning special meeting, is filed with the records of the meeting, or to any Board Member who attends the special meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Neither notice of a special meeting nor a waiver of a notice need specify the purposes of the special meeting. Notice of any special meeting shall be deemed to be delivered, given and received (i) on the date of receipt if delivered personally or by telephone, (ii) on the next day if delivered by overnight courier or (iii) on the date of transmission if transmitted by facsimile or e-mail (and, notwithstanding anything in Section 14.1 to the contrary, the Person to whom such facsimile or e-mail was sent is not required to acknowledge that such facsimile or e-mail was received by such Person in legible form, or to respond to the facsimile or e-mail without indicating that any part of it was received in illegible form, in order for notice of the meeting to be deemed delivered, given and received pursuant to this sentence). (c) Board Members entitled to cast at least a majority of the votes entitled to be cast by all Board Members shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting. Consent of the Board for purposes of this Agreement shall require the affirmative vote of Board Members holding at least a majority of the votes entitled to be cast by all Board Members. Each Board Member shall have one (1) vote on each matter before the Board. (d) Each Board Member may vote either in person or by a proxy which such Board Member has duly executed in writing. No proxy shall be valid after one (1) year from the date of its execution unless a longer period is expressly provided in the proxy. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A Board Member may revoke any business because the meeting proxy which is not lawfully called irrevocable by attending the relevant meeting and voting in person or convened)by filing an instrument in writing revoking the proxy, or who another duly executed proxy bearing a later date, with the Company. Participation in a meeting by proxy in accordance with this Section 4.4(d) shall waive notice thereofconstitute presence in person at the meeting. (e) Any action that the Board is empowered to take may be taken on behalf of the Board by a committee that is appointed by action of the Board. Any such committee shall consist of one (1) or more Board Members. (f) The Board may adopt procedures and methods designed to permit the business of the Company to proceed in an orderly and prompt manner, before or after such meeting, in writing (including by electronic transmission)notwithstanding the necessity of Board approvals required hereunder.

Meetings of the Board. Meetings of the Board shall be held at such place, if any, within or without the State of Delaware as may from time to time be fixed by resolution of the Board or as may be specified in the notice of any meeting. (a) Regular meetings of the Board shall be held at least once each calendar quarter, at the principal offices of the Company, or at such other times or places as may from time to time be fixed determined by resolution the Board. Special meetings of the Board and special meetings may be held at called by any time upon the call of the Chairman Managers. Each Member shall use commercially reasonable efforts, in good faith, to cause its designated Managers to attend each regular or special meeting of the Board, the Chief Executive Officer, or by a majority . (b) Notice of the total number time and place of directors then in office, by written notice, including facsimile, e-mail or other means of electronic transmission, duly served on or sent and delivered to each director in accordance with Section 11.2. Notice of each special any regular meeting of the Board shall be given, as provided in Section 11.2, to each director: (a) accordance with the meeting schedule approved by the Board or by providing notice at least 24 hours before the meeting, if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; ten (b10) at least two days before the meeting, if such notice is sent by a nationally recognized overnight delivery service; and but no more than thirty (c30) at least five days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse prior to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. The notice of any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting Special meetings of the Board may be held without called by providing at least three (3) days’ notice immediately after prior to the annual meeting of stockholders at the same place, if any, at which such meeting is heldmeeting. Notice need not be given of regular Special meetings of the Board held to deal with emergencies may be called by providing at times fixed least six (6) hours’ notice prior to the meeting, so long as each Manager provides written confirmation of receipt of notice or waives notice (including by resolution attending the emergency meeting). Written notice of meetings of the Board, including the purpose of the meeting, shall be given to each Manager with the notice of the meeting. Notice Any Manager may waive notice of any meeting need not be given by the execution of a written waiver prior or subsequent to such meeting. The attendance of a Manager at any director who meeting shall attend constitute a waiver of notice of such meeting (meeting, except when the director where a Manager attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because on the grounds that the meeting is not lawfully called or convened). Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board, need be specified in the waiver of notice of such meeting. Notice may be given by electronic mail to an electronic mail address provided in writing by a Manager, by facsimile to a facsimile number provided in writing by a Manager, by personal delivery or by national reputable courier service such as Federal Express or United Parcel Service to an address specified in writing by a Manager. (c) The Company’s Secretary (or if such person is not available, the person designated by a majority of the Managers of the Board to be the acting secretary at a meeting) shall act as the secretary of the meeting who shall waive notice thereofmake a written record of the proceedings of such meeting which shall be provided to the Members promptly after the meeting. (d) The Board may adopt whatever rules and procedures relating to its activities as it may deem appropriate, before provided, that such rules and procedures shall not be inconsistent with or after violate the provisions of this Agreement, and provided, that such meetingrules and regulations shall permit Managers to participate in meetings by telephone or video conference or the like or by written proxy, in writing (including by electronic transmission)and such participation shall be deemed attendance for purposes of determining whether a quorum is present.

Meetings of the Board. Meetings of the (a) The Board shall be held at such placehold regular meetings no less frequently than once every year and shall establish meeting times, if any, within dates and places and requisite notice requirements and adopt rules or without procedures consistent with the State terms of Delaware as may from time to time be fixed this Agreement. Unless otherwise approved by resolution of the Board or as may be specified in the notice of any meeting. Regular meetings of the Board shall be held at such times as may from time to time be fixed by resolution of the Board and special meetings may be held at any time upon the call of the Chairman of the Board, the Chief Executive Officer, or by a majority of the total number of directors then in office, by written notice, including facsimile, e-mail or other means of electronic transmission, duly served on or sent and delivered to each director in accordance with Section 11.2. Notice of each special regular meeting of the Board will be held at the Company’s principal place of business and attendance by the Operating Manager is mandatory. At such meetings the Board shall transact such business as may properly be given, as provided in Section 11.2, to each director: (a) at least 24 hours brought before the meeting, if whether or not notice of such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; meeting referenced the action taken at such meeting. (b) at least two days before the meeting, if such notice is sent by a nationally recognized overnight delivery service; and (c) at least five days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. The notice of any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting Special meetings of the Board may be held without notice immediately after the annual meeting called by any Manager. Notice of stockholders at the same place, if any, at which each such meeting is held. Notice need not shall be given of regular meetings to each Manager on the Board by telephone, telecopy, telegram or similar method (in each case, notice shall be given at least twenty-four (24) hours before the time of the Board held meeting) or sent by first-class mail (in which case notice shall be given at times fixed least three (3) days before the meeting), unless a longer notice period is established by resolution of the Board. Notice Each such notice shall state (i) the time, date, place (which shall be at the principal office of the Company unless otherwise agreed to by all Managers) or other means of conducting such meeting and (ii) the purpose of the meeting to be so held. No actions other than those specified in the notice may be considered at any special meeting unless unanimously approved by the Managers. Any Manager may waive notice of any meeting need not be given to any director who in writing before, at, or after such meeting. The attendance of a Manager at a meeting shall attend constitute a waiver of notice of such meeting (meeting, except when the director a Manager attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is was not lawfully called or convened)properly called. (c) Any action required to be taken at a meeting of the Board, or who any action that may be taken at a meeting of the Board, may be taken at a meeting held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall waive notice thereof, before or after constitute presence in person at such meeting. (d) Notwithstanding anything to the contrary in this Section 7.2, in writing (including the Board may take without a meeting any action that may be taken by electronic transmission)the Board under this Agreement if such action is approved by the unanimous written consent of the Managers.

Meetings of the Board. Meetings of the (a) The Board shall be held at such placemay hold its meetings, if anyboth regular and special, either within or without outside the State of Delaware Delaware, at such places as may from time to time may be fixed determined by resolution of the Board or as may be specified designated in the respective notices or waivers of notice of any meeting. thereof. (b) Regular meetings of the Board shall be held at such times and at such places as may from time to time shall be fixed determined by resolution the Board. (c) The first meeting of each newly elected Board shall be held as soon as practicable after the annual meeting of the stockholders and shall be for the election of officers and the transaction of such other business as may come before such meeting. (d) Special meetings of the Board and special meetings may shall be held at any time upon the call whenever called by direction of the Chairman of the Board, Board or at the Chief Executive Officer, or by a majority request of Directors constituting one-third of the total number of directors Directors then in office, by written notice, including facsimile, . (e-mail ) Members of the Board or other means any Committee of electronic transmission, duly served on or sent and delivered to each director the Board may participate in accordance with Section 11.2. Notice of each special a meeting of the Board shall be givenor such Committee, as provided in Section 11.2the case may be, to each director: (a) at least 24 hours before the meeting, if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form conference telephone or similar communications equipment by means of electronic transmission which all persons participating in the meeting can hear each other, and delivery; by any other means of remote communication permitted by applicable law, and such participation shall constitute presence in person at such meeting. (bf) The Secretary shall give notice to each Director of any meeting of the Board by mailing, faxing or otherwise electronically delivering the same at least two days before the meeting, if such notice is sent meeting or by a nationally recognized overnight delivery service; and (c) at least five days personally delivering the same not later than the day before the meeting, if such . Such notice is sent through the United States mail. If the Secretary need not include a statement of the Corporation shall fail business to be transacted at, or refuse to give the purpose of, any such notice, then the notice meeting. Any and all business may be given by the officer who called the transacted at any meeting or the directors who requested the meeting. The notice of any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place, if any, at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice No notice of any adjourned meeting need not be given given. No notice to or waiver by any Director shall be required with respect to any director who shall attend such meeting (at which the Director is present except when such Director attends the director attends a meeting for the express purpose of objecting at the beginning of the meeting, meeting to the transaction of any business because the meeting is was not lawfully called or convened), or who shall waive notice thereof, before or after such meeting, in writing (including by electronic transmission).

Meetings of the Board. (a) The Board shall meet not less frequently than three times per year, at such times as the Board may determine, and, if so determined, no notice need be given. Any failure to so meet shall not give rise to any presumption or inference that the Members shall have any liability for the obligations of the Company. (b) In addition, the Board shall meet upon the request of any Board Member conveyed in writing to each other Board Member, at a time no fewer than two (2) and no more than twenty-one (21) business days after such notice is given, and at the Company's principal offices or such other place as is determined by the Board. (c) Meetings of the Board shall be held at such place, if any, within or without presided over by the State of Delaware as may from time to time be fixed by resolution Chairman of the Board or as may be specified in the notice of any meeting. Regular meetings of the Board shall be held at such times as may from time to time be fixed by resolution of the Board and special meetings may be held at any time upon the call absence of the Chairman of the Board by the Vice Chairman of the Board, the Chief Executive Officerif any, or in the absence of the Vice Chairman of the Board by the President, or in their absence by a majority chairman chosen at the meeting. The Secretary, or in the absence of the total number Secretary, an Assistant Secretary, shall act as secretary of directors then the meeting, but in office, by written notice, including facsimile, e-mail or other means the absence of electronic transmission, duly served on or sent the Secretary and delivered to each director in accordance with Section 11.2. Notice of each special meeting any Assistant Secretary the chairman of the Board shall be given, choose a person to act as provided in Section 11.2, to each director: Secretary. (ad) at least 24 hours before the meeting, if such Whenever notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (b) at least two days before the meeting, if such notice is sent by a nationally recognized overnight delivery service; and (c) at least five days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse required to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. The notice of any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place, if any, at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to the Board members under any director who provision of this Agreement, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall attend be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting (meeting, except when the director person attends a meeting for the express purpose of objecting objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened). Neither the business to be transacted at, nor the purpose of, any regular or who shall waive notice thereof, before special meeting of the Board or after such meeting, members of a committee of the Board need be specified in writing (including by electronic transmission)any written waiver of notice.

Meetings of the Board. Meetings (a) The Board shall meet on the schedule as determined by the Board from time to time. Unless otherwise determined by the Board, the Board shall meet at least quarterly on a schedule to be determined by the Board and the agenda for each such meeting shall include substantive review and discussion of the financial and operating condition of Company and other relevant strategic matters pertaining to Company. Any Board Member shall have the power to call special meetings of the Board. A special meeting of the Board shall be held on the date and at such place, if any, within or without the State of Delaware as may from time to time be fixed set by resolution of the Board or as may be specified in party calling the notice of any special meeting. Regular All meetings of the Board shall be held at the principal office of Company or at such times other place as may from time be designated by the Board. If approved by the Board, individuals who are not Board Members or Board Observers may be invited to time be fixed by resolution observe or participate in meetings of the Board and special meetings in an advisory, non-voting capacity. Board Members may be held at any time upon the call participate in a meeting by means of the Chairman of the Board, the Chief Executive Officer, or by a majority of the total number of directors then in office, by written notice, including facsimile, e-mail conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means of electronic transmission, duly served on or sent and delivered to each director shall constitute presence in accordance with Section 11.2person at the meeting. Notice of each special The Preferred Board Members may request reasonably in advance that a meeting of the Board be held with the individual presence of the Board (i.e., other than by conference telephone or other communications equipment by which such persons participating in the meeting can hear each other at the same time), and the Board shall cause such meeting to be scheduled promptly and have the Board Members appointed by the CTT Investor in attendance in such manner. (b) No notice is required of regular Board meetings held in accordance with such schedule as may be established by the Board from time to time. It shall be givensufficient notice to a Board Member of a special meeting to send notice by overnight courier or e-mail at least ten (10) Business Days, before the meeting addressed to such Board Member at his or her usual or last known business or residence address or e-mail address, as provided applicable, or to give notice in Section 11.2, to each director: (a) at least 24 hours before the meeting, if such notice is oral notice given personally person or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (b) at least two days ten (10) Business Days before the special meeting, if such notice is sent by a nationally recognized overnight delivery service; and (c) at least five days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. The notice of any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place, if any, at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any a special meeting need not be given to any director who shall attend such meeting (except when the director attends Board Member if a meeting for the express purpose written waiver of objecting notice, executed by him or her before, after or at the beginning special meeting, is filed with the records of the meeting, or to any Board Member who attends the special meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Neither notice of a special meeting nor a waiver of a notice need specify the purposes of the special meeting. Notice of any special meeting shall be deemed to be delivered, given and received (i) on the date of receipt if delivered personally or by telephone, (ii) on the next day if delivered by overnight courier or (iii) on the date of transmission if transmitted by e-mail. (c) All Common Board Members and a majority of the Preferred Board Members shall be present in person (by telephone conference or by other communications equipment if all persons participating in the meeting can hear each other at the same time as described under Section 4.4(a)) or by proxy at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting; provided, that, if the Board is operating under the Alternative Voting System, the presence of a majority of the Preferred Board Members shall constitute a quorum. If such quorum shall not be present at any business because meeting of the Board, the Board Members present shall adjourn the meeting and promptly give notice of when it will be reconvened. Action or consent of the Board for purposes of this Agreement shall require the affirmative vote of Board Members holding at least a majority of the votes entitled to be cast by all Board Members, or such other vote as is otherwise set forth under this Agreement (including with respect to Major Decisions). (d) Each Board Member may vote either in person or by a proxy which such Board Member has duly executed in writing. No proxy shall be valid after one (1) year from the date of its execution unless a longer period is expressly provided in the proxy. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A Board Member may revoke any proxy which is not lawfully called irrevocable by attending the relevant meeting and voting in person or convenedby filing an instrument in writing revoking the proxy, or another duly executed proxy bearing a later date, with Company. Participation in a meeting by proxy in accordance with this Section 4.4(d) shall constitute presence in person at the meeting. (e) The Board may adopt procedures and methods designed to permit the business of Company to proceed in an orderly and prompt manner, notwithstanding the necessity of Board approvals required hereunder. (f) The Chairman of the Board shall be appointed by the Board. The Chairman shall preside at all meetings of the Board at which he or she is present and perform such other duties as from time to time may be assigned to him or her by the Board. (g) Except to the extent otherwise set forth in this Agreement (including Section 4.7), action or who consent requiring approval or action by the Preferred Board Members for purposes of this Agreement shall waive notice thereof, before require the affirmative vote of Preferred Board Members holding at least a majority of the votes entitled to be cast by all Preferred Board Members. Any action required or after such permitted to be taken by the Preferred Board Members may be taken without a meeting, without prior notice and without a vote, if consented to in writing (including by electronic transmission)all Preferred Board Members.

Meetings of the Board. Meetings (a) Regular meetings of the Board shall will be held at least once each calendar quarter, at such place, if any, within or without the State of Delaware times and at such places as may from time to time shall be fixed by resolution the Board by written notice to each Director in person, by telephone, or by facsimile, electronic mail or other form of electronic communication, sent to his or her business or home address, or by written notice mailed to his or her business or home address. (b) Any Director may call a special meeting of the Board. Unless waived as is herein provided, notice of any special meeting of the Board of Directors shall be given to each Director in person, by telephone, or as may by facsimile, electronic mail or other form of electronic communication, sent to his or her business or home address, at least 24 hours in advance of the meeting, or by written notice mailed to his or her business or home address by overnight courier, at least 48 hours in advance of the meeting. Such notice shall be specified deemed to be delivered when hand delivered to such address, read to such director by telephone, deposited in the mail so addressed, with postage thereon prepaid if mailed, dispatched or transmitted if faxed, telexed or telecopied, or when delivered to the telegraph company if sent by telegram. (c) Any Director may waive notice of any meeting. Regular meetings Attendance of the a Director at a Board shall be held at such times as may from time to time be fixed by resolution of the Board and special meetings may be held at any time upon the call of the Chairman of the Board, the Chief Executive Officer, meeting in person or by a majority the use of the total number telephone shall constitute waiver of directors then in office, by written notice, including facsimile, e-mail or other means notice of electronic transmission, duly served on or sent and delivered to each director in accordance with Section 11.2. Notice of each special meeting of the such Board shall be given, as provided in Section 11.2, to each director: (a) at least 24 hours before the meeting, if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of except where a form of electronic transmission and delivery; (b) at least two days before the meeting, if such notice is sent by a nationally recognized overnight delivery service; and (c) at least five days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. The notice of any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place, if any, at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director who shall attend such meeting (except when the director Director attends a Board meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the Board meeting is not lawfully called or convened). (d) Directors may participate in any meeting of the Board by means of conference telephone or similar communication if all persons participating in such meeting can hear one another for the discussion of the matter(s) to be voted upon. Participating in a meeting pursuant to this Section shall constitute presence in person at such meeting. (e) Three Directors shall constitute a quorum for the transaction of business. Any matter which requires the unanimous consent of the Board pursuant to this Agreement shall require all of the Directors to be present at any Board meeting called for the purposes described therein. If a Board meeting to vote on a matter which requires a unanimous vote of the Board cannot be held (after two attempts by means of delivery of proper notice) due to lack of a quorum, then such matter shall be determined pursuant to Section 15. (f) Except as otherwise required by this Agreement, decisions of the Board or items set forth in this Agreement to be determined by the “Board” shall be adopted by the affirmative vote of a majority of the Directors then in office at a meeting, or who shall waive notice thereof, before or after such meeting, in writing (including acting by electronic transmission)unanimous written consent.

Meetings of the Board. Meetings (a) An annual meeting of the Board shall be held at such without notice other than this provision. The Board may provide, by resolution, the time and place, if any, either within or without the State of Delaware as may from time to time be fixed by resolution Delaware, for the holding of the Board or as may be specified in the annual meeting and any additional regular meetings without notice of any meetingother than such resolution. Regular Special meetings of the Board shall be held at such times as may from time to time be fixed by resolution of the Board and special meetings may be held at any time upon called by the call of the Chairman chairman of the Board, or, if no such chairman exists, at the Chief Executive Officer, request of any two Directors. The person or by a majority persons authorized to call special meetings of the total number Board may fix any place, either within or without the State of directors then in officeDelaware, as the place for holding any special meeting of the Board called by written notice, including facsimile, e-mail or other means them. Written notice of electronic transmission, duly served on or sent and delivered to each director in accordance with Section 11.2. Notice of each any special meeting of the Board shall be given, given as provided in Section 11.2, follows: (i) by mail to each director: (a) Director at least 24 hours before the meeting, if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (b) at least two days before the meeting, if such notice is sent by a nationally recognized overnight delivery service; and (c) Director’s mailing address at least five business days before prior to the meeting; or (ii) by personal delivery, if e-mail or facsimile transmission at least three business days prior to the meeting to each Director. If mailed by post, such notice is sent through shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If the Secretary of the Corporation shall fail or refuse to give such notice, then the notice may be given by e-mail or facsimile transmission, such notice shall be deemed to be delivered when the officer who called e-mail or facsimile transmission is transmitted by the sender. (b) Any Director may waive notice of any meeting before, during or the directors who requested the after such meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of any regular meeting need not specify the purposes thereofsuch meeting, but notice of any special meeting shall specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place, if any, at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director who shall attend such meeting (except when the director where a Director attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened). Neither the business to be transacted at, nor the purpose of, any regular or who shall waive special meeting of the Board need be specified in the notice thereof, before or after waiver of notice of such meeting. (c) A majority of the number of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. Except as otherwise required by the Delaware Act, the 1940 Act, the Exemptive Order or this Agreement, the action of the majority of the Directors present at a meeting at which a quorum is present shall be the action of the Board. Each Director shall be entitled to one vote upon all matters submitted to the Board. (d) Unless otherwise required by the 1940 Act, any action required or permitted to be taken at any meeting of the Board or by a committee thereof may be taken without a meeting without prior notice and without a vote if the Directors that would be required to approve such action at a meeting at which all Directors were present and voted consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or such committee. (including e) Any Director may participate in a meeting of the Board or any committee thereof in person or by electronic transmission)means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear and speak to each other at the same time. Other than specific matters for which the 1940 Act requires an in-person meeting, such participation shall constitute presence in person at the meeting. A Director who is present at a meeting of the Board at which action on any matter taken shall be presumed to have assented to the action taken unless a dissent shall be entered in the minutes of the meeting or unless the Director files a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Partnership immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Meetings of the Board. Meetings of the Board shall be held at such place, if any, within or without the State of Delaware as may from time to time be fixed by resolution of the Board or as may be specified in the notice of any meeting. (a) Regular meetings of the Board shall be held at such times as may from time to time be fixed by resolution of the Board and special meetings may be held at any time upon least once each calendar year, at the call principal offices of the Chairman Company, or at such other times or places as may be determined by the Member. Special meetings of the Board, the Chief Executive Officer, Board may be called with Board Approval or by a majority the Member or the Chairman. (b) Notice of the total number time and place of directors then in office, by written notice, including facsimile, e-mail or other means of electronic transmission, duly served on or sent and delivered to each director in accordance with Section 11.2. Notice of each special any regular meeting of the Board shall be given, as provided in Section 11.2, to each director: (a) accordance with the meeting schedule approved by the Member or by providing notice at least 24 hours before the meeting, if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (b) at least two 10 days before the meeting, if such notice is sent by a nationally recognized overnight delivery service; and (c) at least five days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse prior to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. The notice of any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting Special meetings of the Board may be held without called by providing at least three days’ notice immediately after prior to the annual meeting of stockholders at the same place, if any, at which such meeting is heldmeeting. Notice need not be given of regular Special meetings of the Board held to deal with emergencies or other urgent matters which could reasonably be expected to be material and adverse to the Company, the Partnership, the Member, or the Partners may be called by providing at times fixed by resolution of least 24 hours’ notice prior to the Boardmeeting. Notice Any Director may waive notice of any meeting need not be given by the execution of a written waiver prior or subsequent to such meeting. The attendance of a Director at any director who meeting shall attend constitute a waiver of notice of such meeting (meeting, except when the director where a Director attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because on the grounds that the meeting is not lawfully called or convened). Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board, need be specified in the notice of such meeting. Notice may be given by electronic mail to an electronic mail address provided in writing by a Director, by personal delivery, or by an international reputable courier service such as Federal Express or United Parcel Service to an address specified in writing by a Director. (c) The Company’s secretary (or if such Person is not available or not designated, the Person designated by the Member to be the acting secretary at a meeting) shall act as the secretary of the meeting who shall waive notice thereof, before or make a written record of the proceedings of such meeting which shall be provided to the Member and each Director promptly after such the meeting, in writing (including by electronic transmission).

Meetings of the Board. (a) Meetings of the Board shall be held at such place, if any, within or without the State of Delaware date and time as may from time to time be fixed by resolution of the Board or as may be specified in the notice of any meeting. Regular meetings of the Board shall be held at such times as may from time to time be fixed by resolution of the Board and special meetings may be held at any time upon the call of the Chairman of the Board, the Chief Executive Officer, or by a majority of the total number of directors then in office, by written notice, including facsimile, e-mail or other means of electronic transmission, duly served on or sent and delivered to each director in accordance with Section 11.2reasonably designate. Notice of each special a meeting of the Board stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given, as provided in Section 11.2, given to each director: Director by telephone, electronic mail or facsimile no less than ten (a10) at least 24 hours Business Days before the meeting, if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means date of a form of electronic transmission and delivery; (b) at least two days before the meeting, if such notice is sent by a nationally recognized overnight delivery service; and (c) at least five days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. The notice of any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting Special meetings of the Board may be held without notice immediately after the annual meeting of stockholders called at any time at the same written request of any one (1) Director, and such Director calling a special meeting shall provide at least five (5) Business Days’ prior written notice to each Director if the meeting is to be held in person or at least two (2) Business Days’ prior written notice to each Director if the meeting is to be held by telephone or video conference or other communications equipment, in any case stating the place, if any, at date and hour of the meeting and the purpose or purposes for which such the meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Boardcalled. Notice of any meeting need not may be given to waived by any director who Director. Presence at the meeting shall attend such meeting (constitute waiver of any deficiency of notice, except when such Director attends the director attends a meeting for the express purpose of objecting objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened)convened in accordance with this Agreement. (b) Before the JBIC Board Appointment Date, the presence in person or by proxy of at least one (1) Director designated by each of IHI and JGC shall constitute a quorum for the conduct of business at any meeting of the Board. After the JBIC Board Appointment Date, the presence in person or by proxy of at least one (1) Director designated by each Member shall constitute a quorum for the conduct of business at any meeting of the Board. Each of the quorums described in the preceding two sentences are referred to as a “Quorum”. If a Quorum shall not be present at any meeting of the Board, the Directors present shall adjourn the meeting and promptly give notice of when it will be reconvened. (c) Any Director may participate in a meeting of the Board by means of a conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear, and be heard by, one another. Participation in a meeting pursuant to this Section 5.03(c) shall constitute presence in person at such meeting pursuant to Section 5.03(b) and shall constitute a waiver of any deficiency of notice, except when such Director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not called or convened in accordance with this Agreement. (d) Each Director shall be entitled to cast one (1) vote with respect to each matter brought before the Board for approval, and except as otherwise provided by this Agreement, the affirmative vote of at least one (1) Director designated by each Member at any meeting at which a Quorum is present shall be required to authorize any action by the Board and shall constitute the action of the Board for all purposes; provided, that, from the date hereof until the JBIC Board Appointment Date, the Board shall not ,without obtaining the prior written consent of a duly authorized representative of JBIC, approve any Fundamental Issue, or who take or approve any other action that could reasonably be deemed to adversely affect the interests of JBIC. (e) The Company’s secretary or, if he or she is not present, any individual whom the Chairperson may appoint, shall waive notice thereof, before or after such meeting, keep minutes of each meeting which shall reflect all actions taken by the Board thereat. (f) The Board may establish other reasonable provisions and procedures relating to the governance of its meetings that are not in writing (including by electronic transmission)conflict with the terms of this Agreement.

Meetings of the Board. Meetings of the Board shall be held at such place, if any, within or without the State of Delaware as may from time to time be fixed by resolution of the Board or as may be specified in the notice of any meeting. Regular meetings of the Board shall be held at such times as may from time to time be fixed by resolution of the Board. Special meetings of the Board and special meetings may be held at any time upon called by the call Chair of the Chairman of the Board, Board or the Chief Executive Officer, and shall be called by the Chief Executive Officer or by a majority the Secretary of the total number Corporation if directed by the Board. Before the Trigger Event, special meetings of directors then in officethe Board may also be called by holders of 50% or more of the voting power of all of the outstanding shares of stock of the Corporation, by written notice, including facsimile, e-mail or other means of electronic transmission, duly served on or sent and delivered to each director in accordance with Section 11.2shall be at such places and times as such holders shall fix. Notice of each special meeting of the Board shall be given, as provided in Section 11.2, to each director: (a) at least 24 hours before the meeting, if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (b) at least two days before the meeting, if such notice is sent by a nationally recognized overnight delivery service; and (c) at least five days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. The notice of any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place, if any, at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director who shall attend such meeting (except when the director attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened), or who shall waive notice thereof, before or after such meeting, in writing (including by electronic transmission).

Meetings of the Board. Meetings (a) An annual meeting of the Board shall be held at such without notice other than this provision. The Board may provide, by resolution, the time and place, if any, either within or without the State of Delaware as may from time to time be fixed by resolution Delaware, for the holding of the Board or as may be specified in the annual meeting and any additional regular meetings without notice of any meetingother than such resolution. Regular Special meetings of the Board shall be held at such times as may from time to time be fixed by resolution of the Board and special meetings may be held at any time upon called by the call of the Chairman chairman of the Board, or, if no such chairman exists, at the Chief Executive Officer, request of any two Directors. The person or by a majority persons authorized to call special meetings of the total number Board may fix any place, either within or without the State of directors then in officeDelaware, as the place for holding any special meeting of the Board called by written notice, including facsimile, e-mail or other means them. Written notice of electronic transmission, duly served on or sent and delivered to each director in accordance with Section 11.2. Notice of each any special meeting of the Board shall be given, given as provided in Section 11.2, follows: (i) by mail to each director: (a) Director at least 24 hours before the meeting, if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (b) at least two days before the meeting, if such notice is sent by a nationally recognized overnight delivery service; and (c) Director's mailing address at least five business days before prior to the meeting; or (ii) by personal delivery, if e-mail or facsimile transmission at least three business days prior to the meeting to each Director. If mailed by post, such notice is sent through shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If the Secretary of the Corporation shall fail or refuse to give such notice, then the notice may be given by e-mail or facsimile transmission such notice shall be deemed to be delivered when the officer who called e-mail or facsimile transmission is transmitted by the meeting or the directors who requested the sender. (b) Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of any regular meeting need not specify the purposes thereofsuch meeting, but notice of any special meeting shall specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place, if any, at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director who shall attend such meeting (except when the director where a Director attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened). Neither the business to be transacted at, nor the purpose of, any regular or who shall waive special meeting of the Board need be specified in the notice thereof, before or after waiver of notice of such meeting. (c) A majority of the number of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. Except as otherwise required by the Delaware Act, the 1940 Act, the Exemptive Order or this Agreement the action of the majority of the Directors present at a meeting at which a quorum is present shall be the action of the Board. Each Director shall be entitled to one vote upon all matters submitted to the Board. (d) Unless otherwise required by the 1940 Act, any action required or permitted to be taken at any meeting of the Board or by a committee thereof may be taken without a meeting, without prior notice and without a vote if the Directors that would be required to approve such action at a meeting consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or such committee. (including e) Any Director may participate in a meeting of the Board or any committee thereof in person or by electronic transmission)means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear and speak to each other at the same time. Other than specific matters for which the 1940 Act requires an in-person meeting, such participation shall constitute presence in person at the meeting. A Director who is present at a meeting of the Board at which action on any matter taken shall be presumed to have assented to the action taken unless a dissent shall be entered in the minutes of the meeting or unless the Director files a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Partnership immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Meetings of the Board. Meetings (a) Regular meetings of the Board shall will be held at least once each calendar quarter, at such place, if any, within or without the State of Delaware times and at such places as may from time to time shall be fixed by resolution the Board by written notice to each Director in person, by telephone, or by facsimile, electronic mail or other form of electronic communication, sent to his or her business or home address, or by written notice mailed to his or her business or home address. (b) Any Director may call a special meeting of the Board. Unless waived as is herein provided, notice of any special meeting of the Board of Directors shall be given to each Director in person, by telephone, or as may by facsimile, electronic mail or other form of electronic communication, sent to his or her business or home address, at least 24 hours in advance of the meeting, or by written notice mailed to his or her business or home address by overnight courier, at least 48 hours in advance of the meeting. Such notice shall be specified deemed to be delivered when hand delivered to such address, read to such director by telephone, deposited in the mail so addressed, with postage thereon prepaid if mailed, dispatched or transmitted if faxed, telexed or telecopied, or when delivered to the telegraph company if sent by telegram. (c) Any Director may waive notice of any meeting. Regular meetings Attendance of the a Director at a Board shall be held at such times as may from time to time be fixed by resolution of the Board and special meetings may be held at any time upon the call of the Chairman of the Board, the Chief Executive Officer, meeting in person or by a majority the use of the total number telephone shall constitute waiver of directors then in office, by written notice, including facsimile, e-mail or other means notice of electronic transmission, duly served on or sent and delivered to each director in accordance with Section 11.2. Notice of each special meeting of the such Board shall be given, as provided in Section 11.2, to each director: (a) at least 24 hours before the meeting, if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of except where a form of electronic transmission and delivery; (b) at least two days before the meeting, if such notice is sent by a nationally recognized overnight delivery service; and (c) at least five days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. The notice of any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place, if any, at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director who shall attend such meeting (except when the director Director attends a Board meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the Board meeting is not lawfully called or convened). (d) Directors may participate in any meeting of the Board by means of conference telephone or similar communication if all persons participating in such meeting can hear one another for the discussion of the matter(s) to be voted upon. Participating in a meeting pursuant to this Section shall constitute presence in person at such meeting. (e) Three Directors shall constitute a quorum for the transaction of business. Any matter which requires the unanimous consent of the Board pursuant to this Agreement shall require all of the Directors to be present at any Board meeting called for the purposes described therein. If a Board meeting to vote on a matter which requires a unanimous vote of the Board cannot be held (after two attempts by means of delivery of proper notice) due to lack of a quorum, then such matter shall be determined pursuant to Section 15. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. (f) Except as otherwise required by this Agreement, decisions of the Board or items set forth in this Agreement to be determined by the “Board” shall be adopted by the affirmative vote of a majority of the Directors then in office at a meeting, or who shall waive notice thereof, before or after such meeting, in writing (including acting by electronic transmission)unanimous written consent.

Meetings of the Board. Meetings of the (a) The Board shall be held hold its meetings at such place, if any, either within or without the State Isle of Delaware Man, and at such time as may be determined from time to time be fixed by resolution of the Board or as may be specified in the notice of any meeting. Regular meetings of Board; provided that the Board shall be held at such times as may from time to time be fixed by resolution not hold any meeting in the United Kingdom. (b) The Board shall meet for the purpose of the Board and special meetings may be held at any time upon the call of the Chairman of the Boardorganization, the Chief Executive Officerelection of officers and the transaction of other business, or by a majority as soon as practicable after each annual meeting of shareholders, on the total number of directors then in office, by written notice, including facsimile, e-mail or other means of electronic transmission, duly served on or sent same day and delivered to each director in accordance with Section 11.2at the same place where such annual meeting shall be held. Notice of each special meeting of the Board shall be given, as provided in Section 11.2, to each director: (a) at least 24 hours before the meeting, if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (b) at least two days before the meeting, if such notice is sent by a nationally recognized overnight delivery service; and (c) at least five days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. The notice of any regular meeting need not specify be given. In the purposes thereofevent such annual meeting is not so held, but notice of any special meeting shall specify the purposes thereof. A annual meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same such place, if any, either within or without the Isle of Man (subject to the proviso in Section 4.05(a)) on such date and at which such meeting is held. Notice need not time as shall be given specified in a notice thereof or in a waiver of notice thereof signed by any director who chooses to waive the requirement of notice. (c) After the place and time of regular meetings of the Board held at times fixed by resolution shall have been determined and notice thereof shall have been once given to each member of the Board, regular meetings may be held without further notice being given; provided that such regular meetings shall be held at least quarterly. (d) Special meetings of the Board shall be called by the Secretary of the Company upon the written request of any director. Notice of any meeting need not special meetings of the Board shall be given to each director at least five Business Days before the meeting date in such manner as is determined by the Board. A written waiver of any such notice signed by a director, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a director who at a meeting shall attend constitute a waiver of notice of such meeting (meeting, except when the such director attends a the meeting for the express purpose of objecting objecting, at the beginning of the meeting, to the transaction of any business at such meeting because the meeting is not lawfully validly called or convened). (e) Any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all the members of the Board or committee consent thereto in writing, and the writing or who writings are filed with the minutes of proceedings of the Board or committee. (f) Members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of conference telephone or similar communications equipment through which all persons participating in the meeting can communicate with each other, and such participation in a meeting shall waive notice thereof, before or after constitute presence in person at such meeting, in writing (including by electronic transmission).

Meetings of the Board. Meetings of 1. The Board will hold regular meetings four (4) times a year on dates designated by the Board shall be held at such place, if any, within or without the State of Delaware as may from time to time be fixed by resolution of the Board or as may be specified in the notice of any meeting. Regular meetings of the Board shall be held at such times as may from time to time be fixed by resolution Chairman of the Board and special meetings may meetings, as called by any Manager. Meetings of the Board will be held at upon no less than fifteen (15) days’ notice by certified mail or by e-mail sent with a “Read Receipt” request or five (5) business days’ notice delivered personally. The notice shall specify the purpose of any time upon the call of the Chairman regular or special meeting of the Board, stating the Chief Executive Officeragenda for such meeting, and include any supporting materials necessary or by a majority required for purposes of making any decision listed on the total number of directors then in office, by written notice, including facsimile, e-mail or other means of electronic transmission, duly served on or sent and delivered to each director in accordance with Section 11.2agenda. Notice of each special meeting of the Board shall be given, as provided in Section 11.2, to each director: (a) at least 24 hours before the meeting, if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (b) at least two days before the meeting, if such notice is sent by a nationally recognized overnight delivery service; and (c) at least five days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. The notice of any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place, if any, at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director Manager who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes of the meeting, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Manager. All such waivers, consents and approvals will be filed with the Company records or made a part of the minutes of the meeting. 2. A majority of the Managers present, whether or not a quorum is present, or the Chairman of the Board may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the meeting to the Managers who were not present at the time of the adjournment. 3. Meetings of the Board may be held at any location designated by the Chairman or at any place as agreed to by a majority of the Managers. Managers may attend a meeting through use of conference telephone or similar communications equipment, so long as all Managers participating can hear and be heard by one another, and participation in a meeting pursuant to this Section 6.02 shall constitute presence in person at such meeting (meeting, except when a person participates in the director attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because on the ground that the meeting is was not lawfully called or convened). 4. The quorum necessary to constitute a meeting of the Board shall be at least two (2) Managers if there are three (3) Managers on the Board, at least three (3) Managers if there are four (4) or who shall waive notice thereoffive (5) Managers on the Board; provided, before or after such that if within thirty (30) minutes of the time fixed for a Board meeting, a quorum is not present because of insufficient representation by the Managers, the Board meeting shall stand adjourned until the same time and place on the tenth (10th) business day following the date originally fixed for such a meeting. 5. A written resolution signed by the number of Managers required to approve such action at a meeting whereby all Managers are present (provided, that, the action to be taken by written consent was provided to all Managers prior to the taking of such action by written consent) shall be as effective as a resolution passed at a meeting of the Board duly convened and held and may consist of several documents in writing the same form each signed by one or more of the Managers and a document sent by telex or facsimile (including confirmed by electronic transmission)letter) shall suffice for such purpose. Written consents will be filed with the minutes of the Board. Action by written consent has the same force and effect as a vote by the same Managers in a meeting. 6. At each Meeting of the Board, each of the Managers present shall have one (1) vote.

Meetings of the Board. Meetings of the The Board shall be held at such placemay hold meetings, if anyboth regular and special, within or without outside the State of Delaware as may from time to time be fixed by resolution of the Board or as may be specified in the notice of any meetingDelaware. Regular meetings of the Board shall may be held at such times time and at such place as may shall from time to time be fixed determined by resolution the Board and communicated to each Director in writing by mail or electronic transmission (including email) addressed to each Director at such Director’s address (including address for purposes of receipt of electronic transmissions) as it is shown on the records of the Company; provided, that, upon such communication to each Director of the Board’s determination of the time and place of a regular meeting, no further notice of any regular meeting to be held at such time and place need be given to any Director, but if the Board determines to make any change with respect to the time or place of a regular meeting, five days’ notice of such change shall be communicated in writing by mail or electronic transmission (including email) addressed to each Director before such change becomes effective. Special meetings of the Board may be called by the Chief Executive Officer on not less than five days’ written notice to each Director by mail or electronic transmission (including email) or any other means of written communication, and special meetings may shall be held at any time upon the call of the Chairman of the Board, called by the Chief Executive Officer, the President or by a majority the Secretary in like manner and with like notice upon the written request of any one or more of the total number Directors; provided, that, notice of directors then in office, by written notice, including facsimile, e-mail or other means of electronic transmission, duly served on or sent and delivered to each director in accordance with Section 11.2. Notice of each a special meeting of the Board shall not be required if waived by all Directors, which xxxxxx shall be given, as provided in Section 11.2, assumed for any Director attending such special meeting unless attending to each director: (a) at least 24 hours before the meeting, if object to such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (b) at least two days before the meeting, if such notice is sent by a nationally recognized overnight delivery service; and (c) at least five days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. The Board Observer shall be entitled to notice of any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place, if any, at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution as if he or she were a Director, provided that the failure to provide the Board Observer with notice of a Board meeting shall not affect the Board. Notice validity of any actions taken thereat, and provided further that no waiver of notice of a Board meeting need not from the Board Observer shall be given to any director who shall attend required where all Directors have waived such meeting (except when the director attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened), or who shall waive notice thereof, before or after such meeting, in writing (including by electronic transmission)and are relying thereon.

Meetings of the Board. Meetings of the Board shall be held at such place, if any, within or without the State of Delaware as may from time to time be fixed by resolution of the Board or as may be specified in the notice of any meeting. (a) Regular meetings of the Board shall be held semi-annually, at the principal offices of the Company, or at such other times or places as may from time to time be fixed determined by resolution the Board. Special meetings of the Board and special meetings may be held at called by any time upon the call of the Chairman Board Members. Each Member shall use commercially reasonable efforts, in good faith, to cause its designated Board Members and/or Alternate Board Members to attend each regular or special meeting of the Board. For the avoidance of doubt, the Chief Executive Officer, or by a majority both Board Members and Alternate Board Members are permitted to attend all meetings of the total number Board. The Board may also invite one or more of directors then in office, by written notice, including facsimile, e-mail or other means the Officers to attend meetings of electronic transmission, duly served on or sent and delivered to each director in accordance with Section 11.2. the Board. (b) Notice of each special the time and place of any regular meeting of the Board shall be given, as provided in Section 11.2, to each director: (a) accordance with the meeting schedule approved by the Board or by providing notice at least 24 hours before the meeting, if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (b) at least two 3 calendar days before the meeting, if such notice is sent by a nationally recognized overnight delivery service; and (c) at least five but no more than 30 calendar days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse prior to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. The notice of any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting Special meetings of the Board may be held without called by providing at least three calendar days’ notice immediately after prior to the annual meeting of stockholders at the same place, if any, at which such meeting is heldmeeting. Notice need not be given of regular Special meetings of the Board held to deal with emergencies may be called by providing at times fixed least six hours’ notice prior to the meeting, so long as each Board Member provides written confirmation of receipt of notice or waives notice (including by resolution attending the emergency meeting unless the Board Member is attending the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called or convened). Written notice of meetings of the Board, including the purpose of the meeting, shall be given to each Board Member (and each Alternate Board Member) with the notice of the meeting. Notice Any Board Member may waive notice of any meeting need not be given by the execution of a written waiver prior or subsequent to such meeting. The attendance of a Board Member at any director who meeting shall attend constitute a waiver of notice of such meeting (meeting, except when the director where a Board Member attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because on the grounds that the meeting is was not lawfully called or convened). Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board, need be specified in a waiver of notice of such meeting. (c) All meetings of the Board shall be presided over by the Chairman of the Board. The Company’s Secretary shall act as the secretary of the meeting who shall waive notice thereofmake a written record of the proceedings of such meeting and shall be provided to the Members promptly after the meeting. Initially, before and subsequently on an annual basis, the Chairman of the Board shall be elected by the Board. (d) The Board may adopt whatever rules and procedures relating to its activities as it may deem appropriate, provided that such rules and procedures shall not be inconsistent with or after violate the provisions of this Agreement, and, provided, further, that such meetingrules and procedures shall permit Board Members to participate in meetings by telephone or video conference or the like or by written proxy, in writing (including by electronic transmission)and such participation shall be deemed attendance for purposes of determining whether a quorum is present.

Meetings of the Board. Meetings (i) The Board may hold its meetings, both regular and special, either within or without the State of Delaware, and either in person or by telephone or other means of communication, including video conferencing, which enables all Board Managers participating in such meeting to hear each other. (ii) An annual meeting of the Board shall be held at such time and place during the month of February as shall be determined by the Managers. The Board shall hold one meeting in the third quarter of each calendar year and one meeting in the fourth quarter of each calendar year and may hold such additional regular meetings as a majority of the Managers shall determine to be necessary. The secretary shall cause written notice of the place, if any, within or without the State date and hour of Delaware as may from time to time be fixed by resolution of the Board or as may be specified in the notice of any meeting. Regular meetings of the Board shall be held at such times as may from time to time be fixed by resolution of the Board and special meetings may be held at any time upon the call of the Chairman each regular meeting of the Board, the Chief Executive Officer, or by along with a majority list of the total number of directors then in officeagenda items for such Board meeting, by written notice, including facsimile, e-mail or other means of electronic transmission, duly served on or sent and delivered to be given to each director in accordance with Section 11.2. Notice of each special meeting of the Board shall be given, as provided in Section 11.2, to each director: (a) at least 24 hours Manager not less than two days before the meeting, date of such meeting if such notice is oral notice given personally personally, or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (b) at least two not less than five days before the meeting, date of such meeting if such notice is sent by a nationally recognized overnight delivery service; and (c) at least five days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. The notice of any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place, if any, at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Boardmail. Notice of any such meeting need not be given to any director Manager who shall attend attends such meeting (except when without protesting the director attends a meeting for the express purpose lack of objecting notice to him, prior to or at the beginning commencement of the such meeting, or to the transaction any Manager who submits a signed waiver of any business because the meeting is not lawfully called or convened)notice, or who shall waive notice thereof, whether before or after such meeting. No notice need be given of any adjourned meeting, unless the time and place of the adjourned meeting are not announced at the time of adjournment, in writing which case notice conforming to the requirements of this Section shall be given to each Manager. (including iii) Special meetings of the Board may be called by electronic transmission)the president on two days’ notice to each Manager, if such notice is given personally, on five days’ notice if such notice is given by mail, or without notice if such notice requirement is expressly waived by all of the Managers. Special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two Managers. (iv) At each meeting of the Board, each Manager appointed by each Member shall be authorized to vote on his own behalf and on behalf of each and every other Manager appointed by such Member that is not present at such meeting. The presence of Managers (in person or through a voting Manager) appointed by a majority in number of the Members shall be necessary and sufficient to constitute a quorum for the transaction of business; provided that at least one of such Managers must be a Manager appointed by OCI, and the act of a majority of the Managers, whether present at such meeting or represented by another Manager voting on his behalf, at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by this Agreement or the Act. If a quorum shall not be present at any meeting of Managers, the Managers present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. (v) Each Member hereby agrees that it shall be bound by the act or vote of any of its Managers, whether acting on his own behalf or on behalf of other Managers in accordance with Section 5.2(b)(iv) hereof, and without regard to any requirement or procedure of such Member for authorization or ratification of the act or vote of such Manager, including, without limitation, any financial limitations or restrictions placed by such Member on the acts or votes of any Manager.

Meetings of the Board. Meetings Special meetings of the Board may be called by any Director (there shall be no regularly scheduled meetings unless the Board decides to schedule them). All meetings shall be held upon seven (7) days' notice by mail or twenty-four (24) hours' notice delivered personally or by telephone, telegraph or facsimile to the Directors setting forth the time and location of such meeting. Notice of a special meeting shall also state the purpose or purposes for which such meeting is called. Each notice of a Board meeting shall specify the matters to be discussed at such place, if any, within or without the State of Delaware as may from time to time be fixed by resolution of the Board or as that meeting and no decision may be taken at any Board meeting on any matter not specified in the notice of any that meeting unless consented to by all Directors before or after the meeting (whether or not present at the meeting. Regular meetings of the Board shall be held at such times as may from time to time be fixed by resolution of the Board and special meetings may be held at any time upon the call of the Chairman of the Board, the Chief Executive Officer, or by a majority of the total number of directors then in office, by written notice, including facsimile, e-mail or other means of electronic transmission, duly served on or sent and delivered to each director in accordance with Section 11.2). Notice of each special meeting of the Board shall be given, as provided in Section 11.2, to each director: (a) at least 24 hours before the meeting, if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (b) at least two days before the meeting, if such notice is sent by a nationally recognized overnight delivery service; and (c) at least five days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. The notice of any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place, if any, at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director Director who shall attend such signs a waiver of notice or a consent to holding the meeting (except when which waiver or consent need not specify the director attends a meeting for the express purpose of objecting at the beginning of the meeting) or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior to its commencement, the transaction lack of notice to such Director. All such waivers, consents and approvals shall be filed with the Company records or made a part of the minutes of the meeting. A majority of the Directors present, whether or not a quorum is present, may adjourn any business because meeting to another time. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment shall be given prior to the time of the adjourned meeting to the Directors who are not lawfully called present at the time of the adjournment. Meetings of the Board may be held in Hawthorne, California, Los Angeles, California or convened)such other place as may be approved by the Board. Directors may participate in a meeting through use of conference telephone or similar communications equipment, or who shall waive notice thereof, before or after so long as all Directors participating in such meeting can hear one another. Participation in a meeting in such manner constitutes a presence in person at such meeting, . Any decision or approval of the Board under this Agreement requires a majority of votes cast in writing favor of that decision or approval by the Directors (including by electronic transmission)each Director having one vote) present at a duly constituted meeting of Directors.

Meetings of the Board. (a) Meetings of the Board shall be held at such place, if any, within or without the State of Delaware date and time as may from time to time be fixed by resolution of the Board or as may be specified in the notice of any meeting. Regular meetings of the Board shall be held at such times as may from time to time be fixed by resolution of the Board and special meetings may be held at any time upon the call of the Chairman of the Board, the Chief Executive Officer, or by a majority of the total number of directors then in office, by written notice, including facsimile, e-mail or other means of electronic transmission, duly served on or sent and delivered to each director in accordance with Section 11.2reasonably designate. Notice of each special a meeting of the Board stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given, as provided in Section 11.2, given to each director: Director by telephone, electronic mail or facsimile no less than ten (a10) at least 24 hours Business Days before the meeting, if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means date of a form of electronic transmission and delivery; (b) at least two days before the meeting, if such notice is sent by a nationally recognized overnight delivery service; and (c) at least five days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. The notice of any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting Special meetings of the Board may be held without notice immediately after the annual meeting of stockholders called at any time at the same written request of any one (1) Director, and such Director calling a special meeting shall provide at least five (5) Business Days’ prior written notice to each Director if the meeting is to be held in person or at least two (2) Business Days’ prior written notice to each Director if the meeting is to be held by telephone or video conference or other communications equipment, in any case stating the place, if any, at date and hour of the meeting and the purpose or purposes for which such the meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Boardcalled. Notice of any meeting need not may be given to waived by any director who Director. Presence at the meeting shall attend such meeting (constitute waiver of any deficiency of notice, except when such Director attends the director attends a meeting for the express purpose of objecting objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convenedconvened in accordance with this Agreement. (b) The presence in person or by proxy of at least one (1) Director designated by each Member shall constitute a quorum for the conduct of business at any meeting of the Board (a “Quorum”). If a Quorum shall not be present at any meeting of the Board, the Directors present shall adjourn the meeting and promptly give notice of when it will be reconvened. (c) Any Director may participate in a meeting of the Board by means of a conference telephone or who similar communications equipment by means of which all Persons participating in the meeting can hear, and be heard by, one another. Participation in a meeting pursuant to this Section 5.03(c) shall waive notice thereofconstitute presence in person at such meeting pursuant to Section 5.03(b) and shall constitute a waiver of any deficiency of notice, before or after except when such Director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not called or convened in writing accordance with this Agreement. (including d) Each Director shall be entitled to cast one (1) vote with respect to each matter brought before the Board for approval, and except as otherwise provided by electronic transmission)this Agreement, the affirmative vote of at least one (1) Director designated by each Member at any meeting at which a Quorum is present shall be required to authorize any action by the Board and shall constitute the action of the Board for all purposes. (e) The Company’s secretary or, if he or she is not present, any individual whom the Chairperson may appoint, shall keep minutes of each meeting which shall reflect all actions taken by the Board thereat. (f) The Board may establish other reasonable provisions and procedures relating to the governance of its meetings that are not in conflict with the terms of this Agreement.

Meetings of the Board. Meetings of the Board shall be held at such place, if any, within or without the State of Delaware as may from time to time be fixed by resolution of the Board or as may be specified in the notice of any meeting. Regular (a) An annual meetings of the Board shall be held without notice immediately after and at such times the same place as may from time to time be fixed by resolution the annual meeting of Members. The annual meetings of the Board shall be open to any Lot Owner or voting member. (b) The Board at its sole discretion and special meetings may be held at any time upon the call of the Chairman President or the majority of the BoardBoard may hold monthly meetings of the Board in which Voting Members will receive notice of the date, time and location not less than forty-eight (48) hours prior to such meeting. The monthly meetings of the Board shall be open to any Lot Owner or Voting Member. At the annual meeting, the Chief Executive OfficerBoard may elect to hold the monthly meetings on a specified date, time and location for each calendar month. Notice of the monthly meetings will be deemed sufficient provided the Lot Owners receive notice of the specified date, time and location of the monthly meetings determined at the annual meeting and a separate notice to the Lot Owners will not be required for each monthly meeting. (c) Special meetings of the Board shall be held upon call by the President or by a majority of the total number of directors then Board on not less than forty-eight (48) hours notice in office, by written notice, including facsimile, e-mail or other means of electronic transmission, duly served on or sent and delivered writing to each director in accordance with Section 11.2. Notice of each special meeting member of the Board shall be givenand without notice to all Voting Members, as provided in Section 11.2, to each director: (a) at least 24 hours before the meeting, if such notice is oral notice given delivered personally or by telephone mail, telegram or written email. Any Board member may in writing waive notice given by hand delivery or by means of a form of electronic transmission and delivery; (b) at least two days before the meeting, if such notice is sent by or consent to the holding of a nationally recognized overnight delivery service; and (c) at least five days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse to give such meeting without notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. The notice of consent to any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting action of the Board may be held without notice immediately after the annual meeting of stockholders at the same place, if any, at which such meeting is helda meeting. Notice need not be given of regular meetings Three of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director who Members shall attend such meeting (except when the director attends constitute a meeting quorum for the express purpose of objecting at the beginning of the meeting, to the transaction of business. Unless otherwise expressly provided herein, any business because action may be taken by the Board upon the affirmative vote of those present at its meetings when a quorum is present. (d) The Board shall have the right to hold executive sessions at any meeting is whether annual, monthly or special in which at the Board’s own discretion it may or may not lawfully called or convened), or who shall waive notice thereof, before or after such meeting, in writing (including by electronic transmission)allow Lot Owners and Voting Members to attend.

Meetings of the Board. Meetings Each newly elected Board of Directors shall --------------------- meet immediately following the close of the annual meeting of Members at which they are elected. Regular meetings of the Board shall of Directors may be held without notice at such place, if any, time and place (within or without the State of Delaware Georgia) as may shall from time to time be fixed determined by resolution of the Board or as may be specified in the notice of any meetingDirectors. Regular Special meetings of the Board of Directors may be called by the President of the Company on not less than fourteen (14) days notice by mail, telegram, cablegram or personal delivery to each director and shall be called by the President or the Secretary of the Company in like manner and on like notice on the written request of (i) any two directors, (ii) Xxxxxxxxx or (iii) CTFS. Any such special meeting shall be held at such times time and place (within or without the State of Georgia) as shall be stated in the notice of meeting. No notice of any meeting of the Board of Directors need state the purposes thereof. At all meetings of the Board of Directors, the presence of at least three (3) directors shall be necessary and sufficient to constitute a quorum for the transaction of business. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, by the Articles of Organization or this Agreement. In the absence of a quorum, a majority of the directors present at any meeting may adjourn the meeting from time to time until a quorum be fixed by resolution of the Board and special meetings may be held at any time upon the call of the Chairman of the Board, the Chief Executive Officer, or by a majority of the total number of directors then in office, by written notice, including facsimile, e-mail or other means of electronic transmission, duly served on or sent and delivered to each director in accordance with Section 11.2had. Notice of each special any adjourned meeting need only be given by announcement at the meeting at which the adjournment is taken. Any action required or permitted to be taken at any meeting of the Board shall be given, as provided in Section 11.2, to each director: (a) at least 24 hours before the meeting, if such notice is oral notice given personally of Directors or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (b) at least two days before the meeting, if such notice is sent by a nationally recognized overnight delivery service; and (c) at least five days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse to give such notice, then the notice any committee thereof may be given taken without a meeting if a written consent, describing the action taken, is signed by the officer who called the meeting or the directors who requested the meeting. The notice of any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting all members of the Board of Directors or of such committee, as the case may be held without notice immediately after be, and such written consent is filed with the annual meeting minutes of stockholders at the same place, if any, at which such meeting is held. Notice need not be given of regular meetings proceedings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director who shall attend such meeting (except when the director attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called Directors or convened), or who shall waive notice thereof, before or after such meeting, in writing (including by electronic transmission)committee.

Meetings of the Board. Meetings (a) Regular meetings of the Board shall will be held at least once each calendar quarter, at such place, if any, within or without the State of Delaware times and at such places as may from time to time shall be fixed by resolution the Board by written notice to each Manager in person, by telephone, or by facsimile, electronic mail or other form of electronic communication, sent to his or her business or home address, or by written notice mailed to his or her business or home address. (b) Any Manager may call a special meeting of the Board. Unless waived as is herein provided, notice of any special meeting of the Board of Managers shall be given to each Manager in person, by telephone, or as may by facsimile, electronic mail or other form of electronic communication, sent to his or her business or home address, at least 24 hours in advance of the meeting, or by written notice mailed to his or her business or home address by overnight courier, at least 48 hours in advance of the meeting. Such notice shall be specified deemed to be delivered when hand delivered to such address, read to such Manager by telephone, deposited in the mail so addressed, with postage thereon prepaid if mailed, dispatched or transmitted if faxed or emailed, when delivered by such means. (c) Any Manager may waive notice of any meeting. Regular meetings Attendance of the a Manager at a Board shall be held at such times as may from time to time be fixed by resolution of the Board and special meetings may be held at any time upon the call of the Chairman of the Board, the Chief Executive Officer, meeting in person or by a majority the use of the total number telephone or video conference or similar technology shall constitute waiver of directors then in office, by written notice, including facsimile, e-mail or other means notice of electronic transmission, duly served on or sent and delivered to each director in accordance with Section 11.2. Notice of each special meeting of the such Board shall be given, as provided in Section 11.2, to each director: (a) at least 24 hours before the meeting, if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of except where a form of electronic transmission and delivery; (b) at least two days before the meeting, if such notice is sent by a nationally recognized overnight delivery service; and (c) at least five days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. The notice of any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place, if any, at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director who shall attend such meeting (except when the director Manager attends a Board meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the Board meeting is not lawfully called or convened. (d) Managers may participate in any meeting of the Board by means of conference telephone, video conference or similar communication if all persons participating in such meeting can hear one another for the discussion of the matter(s) to be voted upon. Participating in a meeting pursuant to this Section shall constitute presence in person at such meeting. (e) Two Managers shall constitute a quorum for the transaction of business. Any matter which requires the unanimous consent of the Board pursuant to this Agreement shall require all of the Managers to be present at any Board meeting called for the purposes described therein. If a Board meeting to vote on a matter which requires a unanimous vote of the Board cannot be held (after two attempts by means of delivery of proper notice) due to lack of a quorum, then such matter shall be determined pursuant to Section 15. (f) Except as otherwise required by this Agreement, decisions of the Board on items set forth in this Agreement to be determined by the Board shall be adopted only by the affirmative vote of a majority of the Managers then in office (a “Required Vote”). Such vote may take place at a meeting, or who shall waive notice thereof, before or after such meeting, in writing (including by electronic transmission)written consent.

Meetings of the Board. Meetings (a) Any Board Member shall have the power to call regular meetings of the Board, provided, that, unless otherwise determined by the Board, the Board shall meet at least annually on a schedule to be determined by the Board. Any Board Member shall have the power to call special meetings of the Board. A special meeting of the Board shall be held on the date and at such place, if any, within or without the State of Delaware as may from time to time be fixed set by resolution of the Board or as may be specified in party calling the notice of any special meeting. Regular All meetings of the Board shall be held at the principal office of the Company or at such times other place as may be designated by the Board. If approved by the Board, individuals who are not Board Member may be invited to observe or participate in meetings of the Board in an advisory, non-voting capacity. Board Members may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting. (b) No notice is required of regular Board meetings held in accordance with such schedule as may be established by the Board from time to time time. It shall be fixed sufficient notice to a Board Member of a special meeting to send notice by resolution of the Board and special meetings may be held at any time upon the call of the Chairman of the Board, the Chief Executive Officer, or by a majority of the total number of directors then in office, by written notice, including facsimileovernight courier, e-mail or other means of electronic transmissionfacsimile at least one (1) Business Day, duly served on before the meeting addressed to such Board Member at his or sent and delivered her usual or last known business or residence address, e-mail address or facsimile number, as applicable, or to each director give notice in accordance with Section 11.2person or by telephone at least one (1) Business Day before the special meeting. Notice of each a special meeting of the Board shall be given, as provided in Section 11.2, to each director: (a) at least 24 hours before the meeting, if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; (b) at least two days before the meeting, if such notice is sent by a nationally recognized overnight delivery service; and (c) at least five days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. The notice of any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place, if any, at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director who shall attend such meeting (except when the director attends Board Member if a meeting for the express purpose written waiver of objecting notice, executed by him or her before, after or at the beginning special meeting, is filed with the records of the meeting, or to any Board Member who attends the special meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Neither notice of a special meeting nor a waiver of a notice need specify the purposes of the special meeting. Notice of any special meeting shall be deemed to be delivered, given and received (i) on the date of receipt if delivered personally or by telephone, (ii) on the next day if delivered by overnight courier or (iii) on the date of transmission if transmitted by facsimile or e-mail (and, notwithstanding anything in Section 12.1 to the contrary, the Person to whom such facsimile or e-mail was sent is not required to acknowledge that such facsimile or e-mail was received by such Person in legible form, or to respond to the facsimile or e-mail without indicating that any part of it was received in illegible form, in order for notice of the meeting to be deemed delivered, given and received pursuant to this sentence). (c) Board Members entitled to cast at least a majority of the votes entitled to be cast by all Board Members shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting. Consent of the Board for purposes of this Agreement shall require the affirmative vote of Board Members holding at least a majority of the votes entitled to be cast by all Board Members. Each Board Member shall have one (1) vote on each matter before the Board. (d) Each Board Member may vote either in person or by a proxy which such Board Member has duly executed in writing. No proxy shall be valid after one (1) year from the date of its execution unless a longer period is expressly provided in the proxy. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A Board Member may revoke any business because the meeting proxy which is not lawfully called irrevocable by attending the relevant meeting and voting in person or convened)by filing an instrument in writing revoking the proxy, or who another duly executed proxy bearing a later date, with the Company. Participation in a meeting by proxy in accordance with this Section 4.4(d) shall waive notice thereofconstitute presence in person at the meeting. (e) Any action that the Board is empowered to take may be taken on behalf of the Board by a committee that is appointed by action of the Board. Any such committee shall consist of one (1) or more Board Members. (f) The Board may adopt procedures and methods designed to permit the business of the Company to proceed in an orderly and prompt manner, before or after such meeting, in writing (including by electronic transmission)notwithstanding the necessity of Board approvals required hereunder.

Meetings of the Board. (a) Meetings of the Board shall Board, regular or special, may be held at such place, if any, within any place in or without out of the State Commonwealth of Delaware Virginia as the Board may from time to time be fixed by resolution of the Board determine or as may shall be specified in the notice of any such meeting. Regular meetings Members of the Board shall be held at such times as may from time to time be fixed by resolution of the Board and special meetings may be held at any time upon the call of the Chairman of the Board, the Chief Executive Officer, or by participate in a majority of the total number of directors then in office, by written notice, including facsimile, e-mail or other means of electronic transmission, duly served on or sent and delivered to each director in accordance with Section 11.2. Notice of each special meeting of the Board shall be given, as provided in Section 11.2, to each director: (a) at least 24 hours before the meeting, if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; telephone conference or similar communications if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by such means shall constitute presence in person at such meeting. (b) at least two days before the meeting, if such notice is sent by a nationally recognized overnight delivery service; and (c) at least five days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. The notice of any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting Regular meetings of the Board may be held without notice immediately after at such time and place as shall from time to time be determined by the annual Board. Special meetings of the Board may be called at any time by a majority of the Managers and may be held at such place or places in or out of the Commonwealth of Virginia as may be designated in such notice. Notice of the place and time of every special meeting of stockholders at the Board shall be delivered by the Secretary or other officer of the Company to each Manager either personally or by telephone, telegraph, overnight courier or facsimile, or by leaving the same place, if any, at his or her residence or usual place of business at least twenty-four (24) hours before the time at which such meeting is heldto be held or, if by first-class mail, at least seventy-two (72) hours before the time of such meeting. Notice need not If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the Manager at his or her post office address as it appears on the records of regular meetings the Company, with postage thereon paid. Unless a resolution of the Board held at times fixed by resolution provides otherwise, the notice need not state the business to be transacted at, or the purpose of, any special meeting of the Board. Notice No notice of any special meeting of the Board need not be given give to any director Manager who shall attend such meeting attends (except when the director where a Manager attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the special meeting is not lawfully called or convened), or who shall waive notice thereofto any Manager who, in writing executed and filed with the records of the meeting either before or after the holding thereof, waives such notice. (c) Any meeting of the Board, regular or special, may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting, in writing (including by electronic transmission).

Meetings of the Board. Meetings of the (a) The Board shall be held at such placehold regular meetings no less frequently than once every year and shall establish meeting times, if any, within dates and places and requisite notice requirements and adopt rules or without procedures consistent with the State terms of Delaware as may from time to time be fixed this Agreement. Unless otherwise approved by resolution of the Board or as may be specified in the notice of any meeting. Regular meetings of the Board shall be held at such times as may from time to time be fixed by resolution of the Board and special meetings may be held at any time upon the call of the Chairman of the Board, the Chief Executive Officer, or by a majority of the total number of directors then in office, by written notice, including facsimile, e-mail or other means of electronic transmission, duly served on or sent and delivered to each director in accordance with Section 11.2. Notice of each special regular meeting of the Board will be held at the Company's principal place of business and attendance by the Operating Manager is mandatory. At such meetings the Board shall transact such business as may properly be given, as provided in Section 11.2, to each director: (a) at least 24 hours brought before the meeting, if whether or not notice of such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; meeting referenced the action taken at such meeting. (b) at least two days before the meeting, if such notice is sent by a nationally recognized overnight delivery service; and (c) at least five days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. The notice of any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting Special meetings of the Board may be held without notice immediately after the annual meeting called by any Manager. Notice of stockholders at the same place, if any, at which each such meeting is held. Notice need not shall be given of regular meetings to each Manager on the Board by telephone, telecopy, telegram or similar method (in each case, notice shall be given at least twenty-four (24) hours before the time of the Board held meeting) or sent by first-class mail (in which case notice shall be given at times fixed least three (3) days before the meeting), unless a longer notice period is established by resolution of the Board. Notice Each such notice shall state (i) the time, date, place (which shall be at the principal office of the Company unless otherwise agreed to by all Managers) or other means of conducting such meeting and (ii) the purpose of the meeting to be so held. No actions other than those specified in the notice may be considered at any special meeting unless unanimously approved by the Managers. Any Manager may waive notice of any meeting need not be given to any director who in writing before, at, or after such meeting. The attendance of a Manager at a meeting shall attend constitute a waiver of notice of such meeting (meeting, except when the director a Manager attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is was not lawfully called or convened)properly called. (c) Any action required to be taken at a meeting of the Board, or who any action that may be taken at a meeting of the Board, may be taken at a meeting held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall waive notice thereof, before or after constitute presence in person at such meeting. (d) Notwithstanding anything to the contrary in this Section 7.2, in writing (including the Board may take without a meeting any action that may be taken by electronic transmission)the Board under this Agreement if such action is approved by the unanimous written consent of the Managers.