Common use of Meetings of the Management Committee Clause in Contracts

Meetings of the Management Committee. 5.3.1 Regular quarterly meetings of the Management Committee shall be held without call or notice at such time as shall from time to time be fixed by standing resolution of the Management Committee. Special meetings of the Management Committee may be held at any time whenever called by any Manager. Written Notice of a special meeting of the Management Committee shall be given to the other Managers by the Manager calling the meeting at least seventy-two (72) hours before such special meeting. 5.3.2 All meetings of the Management Committee shall be held at such location as the Management Committee shall agree by majority vote; provided, however, at least one (1) meeting per year shall be held in Miami or Los Angeles as the Management Committee shall agree by majority vote. The presence of at least one Lifford Manager and at least one PEGI Manager at a duly noticed meeting of the Management Committee shall constitute a quorum for the transaction of business; provided, however, that with respect to the taking of any action for which the vote of any Managers may be excluded or any matter for which a unanimous vote is required to take action (e.g., pursuant to Section 5.1.2), the presence of at least one Manager appointed by each Member whose Managers are entitled to vote on such action shall constitute a quorum for purpose of taking such action. Managers may participate in a meeting through the use of conference telephone or similar communications equipment, and such Managers shall be considered present in person as long as all Managers participating in such meeting can hear one another. 5.3.3 Every act of the Management Committee taken at any meeting of the Management Committee, however called and noticed or wherever held, shall be as valid as though made or performed at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the Managers not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice to such Manager, signs a written waiver of notice or a written consent to holding such meeting or approval of the minutes thereof. 5.3.4 Any action required or permitted to be taken at any meeting of the Management Committee may be taken without a meeting if one Lifford Manager and one PEGI Manager consent thereto in writing, and the writing is filed with the minutes of proceedings of the Management Committee.

Meetings of the Management Committee. 5.3.1 Regular quarterly (a) The Management Committee shall hold regular meetings no less frequently than once every quarter and shall establish meeting times, dates and places and requisite notice requirements (not shorter than those provided in Section 10(b)) and adopt rules or procedures consistent with the terms of this Agreement. Unless otherwise approved by the Management Committee, each regular meeting of the Management Committee shall will be held without call at the Company’s principal place of business. At such meetings the Management Committee shall transact such business as may properly be brought before the meeting, whether or not notice of such meeting referenced the action taken at such time as shall from time to time be fixed by standing resolution of the Management Committee. meeting. (b) Special meetings of the Management Committee may be held at any time whenever called by any Manager. Written Notice of a special each such meeting of the Management Committee shall be given to each Manager on the other Managers Management Committee by the Manager calling the meeting telephone, telecopy, telegram or similar method (in each case, notice shall be given at least seventy-two (72) hours before such special meeting. 5.3.2 All meetings the time of the Management Committee meeting) or sent by first-class mail (in which case notice shall be held given at such location as least five (5) days before the meeting), unless a longer notice period is established by the Management Committee Committee. Each such notice shall agree by majority vote; providedstate (i) the time, howeverdate, at least one place (1) meeting per year which shall be held 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 Miami the notice may be considered at any special meeting unless unanimously approved by the Managers. Any Manager may waive notice of any meeting in writing before, at, or Los Angeles as the Management Committee shall agree by majority voteafter such meeting. The presence attendance of at least one Lifford Manager and at least one PEGI a Manager at a duly noticed meeting of the Management Committee shall constitute a quorum waiver of notice of such meeting, except when a Manager attends a meeting for the express purpose of objecting to the transaction of business; provided, however, that with respect to any business because the taking of any meeting was not properly called. (c) Any action for which the vote of any Managers may be excluded or any matter for which a unanimous vote is required to take action (e.g., pursuant to Section 5.1.2), the presence of at least one Manager appointed by each Member whose Managers are entitled to vote on such action shall constitute a quorum for purpose of taking such action. Managers may participate in a meeting through the use of conference telephone or similar communications equipment, and such Managers shall be considered present in person as long as all Managers participating in such meeting can hear one another. 5.3.3 Every act of the Management Committee taken at any a meeting of the Management Committee, however called and noticed or wherever held, shall be as valid as though made or performed at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the Managers not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice to such Manager, signs a written waiver of notice or a written consent to holding such meeting or approval of the minutes thereof. 5.3.4 Any any action required or permitted to that may be taken at any a meeting of the Management Committee Committee, 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 constitute presence in person at such meeting. (d) Notwithstanding anything to the contrary in this Section 10, the Management Committee may take without a meeting any action that may be taken by the Management Committee under this Agreement if one Lifford Manager and one PEGI Manager such action is approved by the unanimous written consent thereto in writing, and the writing is filed with the minutes of proceedings of the Management CommitteeManagers.

Meetings of the Management Committee. 5.3.1 Regular quarterly meetings (a) Each Committee Member shall have one vote. The Management Committee may act only by (i) majority vote of the Committee Members in attendance at a duly called meeting of the Management Committee at which a quorum is present in person or by proxy or (ii) by unanimous written consent of all of the Committee Members. Committee Members may grant their proxy to any other Committee Member to vote on their behalf. (b) The Management Committee shall be held without call or notice elect a Chairman who shall preside at such time as shall from time to time be fixed by standing resolution meetings of the Management Committee. Special The Chairman shall establish and announce the schedule and location for regular meetings of the Management Committee Committee, which shall be no less frequently than quarterly. Regular meetings may be held as scheduled by the Chairman without any additional notice of the time, place or purpose of the meeting. (c) The Management Committee may hold special meetings upon the call of any Committee Member. Except as to a Committee Member who waives notice in writing (before or after a meeting), prior notice of the date, time and place of the meeting and the purpose for which such meeting has been called shall be given to each Committee Member at least three Business Days prior to such meeting. A Committee Member's attendance at or participation in a meeting waives any time whenever called required notice to such Committee Member of the meeting unless such Committee Member, at the beginning of the meeting or promptly upon arrival at the meeting, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. (d) All of the Committee Members must be present, in person or by any Manager. Written Notice proxy, in order to establish a quorum at a meeting of the Management Committee. (e) Committee Members may participate in a special meeting of the Management Committee shall be given to the other Managers by the Manager calling the meeting at least seventy-two (72) hours before such special meeting. 5.3.2 All meetings of the Management Committee shall be held at such location as the Management Committee shall agree by majority vote; provided, however, at least one (1) meeting per year shall be held in Miami or Los Angeles as the Management Committee shall agree by majority vote. The presence of at least one Lifford Manager and at least one PEGI Manager at a duly noticed meeting of the Management Committee shall constitute a quorum for the transaction of business; provided, however, that with respect to the taking of any action for which the vote of any Managers may be excluded or any matter for which a unanimous vote is required to take action (e.g., pursuant to Section 5.1.2), the presence of at least one Manager appointed by each Member whose Managers are entitled to vote on such action shall constitute a quorum for purpose of taking such action. Managers may participate in a meeting through the use means of conference telephone or similar communications equipmentequipment by means of which all persons participating in the meeting can hear each other, and such Managers participation shall be considered present constitute presence in person as long as all Managers participating in at such meeting can hear one anothermeeting. 5.3.3 Every act of the Management Committee taken at any meeting of the Management Committee, however called and noticed or wherever held, shall be as valid as though made or performed at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the Managers not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice to such Manager, signs a written waiver of notice or a written consent to holding such meeting or approval of the minutes thereof. 5.3.4 Any action required or permitted to be taken at any meeting of the Management Committee may be taken without a meeting if one Lifford Manager and one PEGI Manager consent thereto in writing, and the writing is filed with the minutes of proceedings of the Management Committee.

Meetings of the Management Committee. 5.3.1 Regular quarterly meetings of the Management Committee shall be held without call or notice at such time as shall from time to time be fixed by standing resolution of the Management Committee. Special meetings of the Management Committee may be held at any time whenever called by any Manager. Written Notice of a special (a) The initial meeting of the Management Committee shall take place at such time and place as the Partners shall agree. The Management Committee may establish meeting dates and requisite notice requirements, adopt rules of procedure it deems consistent herewith, and meet by means of telephone, conference telephone or similar communications equipment by which all members may be given to the heard by all other Managers by the Manager calling the meeting at least seventy-two (72) hours before members participating in such special meeting. 5.3.2 All (b) Other meetings of the Management Committee shall be held at such location times as the Management Committee members shall agree from time to time determine or at the request of any Management Committee member. (c) Unless otherwise determined by majority vote; providedthe Management Committee, however, at least one (1) meeting per year written notice shall be held in Miami or Los Angeles as given to each Management Committee member for each meeting of the Management Committee, which notice shall state the place, date and time of such meeting. Notice of each such meeting shall be given to each Management Committee member not later than three days before the day on which such meeting is to be held. A written waiver of notice, signed by the Management Committee member entitled to notice, whether before or after the time of the meeting referred to in such waiver, shall agree by majority votebe deemed equivalent to notice. The presence Neither the business to be transacted at, nor the purpose of at least one Lifford Manager and at least one PEGI Manager any meeting of the Management Committee need be specified in any written waiver of notice thereof. Attendance of a Management Committee member at a duly noticed meeting of the Management Committee shall constitute a quorum for waiver of notice of such meeting, except as provided by law. (d) The General Partners or Management Committee may hold meetings at the transaction Partnership’s principal place of business; provided, however, that with respect to business or such other place as the taking General Partners or Management Committee members may mutually agree. (e) The presence at any meeting of any action for which the vote of any Managers may be excluded or any matter for which a unanimous vote is required to take action (e.g., pursuant to Section 5.1.2), the presence of at least one Manager appointed member designated hereunder by each Member whose Managers are entitled to vote on such action TCI GP and one member designated by TWE-A/N GP shall constitute a quorum for purpose the taking of taking such any action. Managers Any General Partner may participate appoint a proxy to act on his behalf and to vote in a meeting through the use of conference telephone or similar communications equipment, and such Managers shall be considered present in person as long as all Managers participating in such meeting can hear one anotherhis stead at any meeting. 5.3.3 Every act of the Management Committee taken at any meeting of the Management Committee, however called and noticed or wherever held, shall be as valid as though made or performed at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the Managers not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice to such Manager, signs a written waiver of notice or a written consent to holding such meeting or approval of the minutes thereof. 5.3.4 (f) Any action required or permitted to be taken by the Management Committee must be by unanimous written consent of all members or by the unanimous vote of all Management Committee members present at any a meeting, in person or by proxy, at which a quorum exists. (g) Minutes of each meeting of the Management Committee may shall be prepared and circulated to the Management Committee members. Upon their adoption by the Management Committee, minutes shall be filed in the principal office of the Partnership. Written consents to any action taken by the Management Committee without a meeting if one Lifford Manager and one PEGI Manager consent thereto in writing, and the writing is shall also be filed with the minutes minutes. (h) A designee of proceedings the General Manager shall attend the meetings of the Management Committee unless otherwise requested by the Management Committee and shall provide such reports with respect to the Systems and the business of the Partnership as may be requested by the Management Committee.

Meetings of the Management Committee. 5.3.1 Regular quarterly The Management Committee shall hold regularly scheduled meetings at least once each calendar quarter, and participation by telephone shall be arranged for Management Committee members and allowed observers if so requested. The Management Committee shall designate the times of these regular meetings. No notice need be given of regular meetings for which the Management Committee shall be held without call or notice at such time as shall from time to time be fixed by standing resolution of the Management Committeehas designated a time. Special meetings of the Management Committee may be held at any time whenever called by upon the call of any Managertwo (2) members of the Management Committee. Written Notice of a any special meeting shall be sent to the last known address of each Management Committee member at least five (5) Business Days before the meeting. Notice of any meeting shall state the place, date and hour of meeting and shall set forth in reasonable detail the business to be transacted at such meeting. No other business may be transacted at such meeting, unless at least one (1) AF Designee and one (1) NutraCea Designee are each present at the meeting and each approves such other business. Attendance at such meeting shall also constitute a waiver of notice thereof, except where a Person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. (a) A quorum for the transaction of business at a meeting shall require the presence of a majority of the members of the Management Committee and at least one NutraCea Designee and one AF Designee. Except as otherwise provided in this Agreement, the vote or consent of three (3) Management Committee members shall be given to the other Managers by act of the Manager calling the meeting at least seventy-two (72) hours before such special meetingManagement Committee. 5.3.2 All meetings (b) Meetings of the Management Committee shall be held at such location as to be determined by the Management Committee. The Management Committee may appoint from its members (i) a Chairman who shall agree by majority vote; providedpreside at meetings, however, at and (ii) a Secretary of the meeting. At least one (1) Management Committee meeting per each year shall be held in Miami or Los Angeles as the Management Committee shall agree by majority vote. The presence of at least one Lifford Manager and at least one PEGI Manager at a duly noticed meeting of the Management Committee shall constitute a quorum for the transaction of business; provided, however, that with respect person. (c) Anything in this Section 6.2 to the taking of contrary notwithstanding, any action for which the vote of any Managers that may be excluded or any matter for which a unanimous vote is required to take action (e.g., pursuant to Section 5.1.2), the presence of at least one Manager appointed by each Member whose Managers are entitled to vote on such action shall constitute a quorum for purpose of taking such action. Managers may participate in a meeting through the use of conference telephone or similar communications equipment, and such Managers shall be considered present in person as long as all Managers participating in such meeting can hear one another. 5.3.3 Every act of the Management Committee taken at any meeting of the Management Committee, however called and noticed or wherever held, shall be as valid as though made or performed at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the Managers not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice to such Manager, signs a written waiver of notice or a written consent to holding such meeting or approval of the minutes thereof. 5.3.4 Any action required or permitted to be taken at any a meeting of the Management Committee may be taken without a meeting if one Lifford Manager and one PEGI Manager a consent thereto in writing, and setting forth the writing is filed action to be taken, shall be signed by those Persons with the minutes requisite authority to take such action under this Agreement; provided that written notice of proceedings the intention to take such action shall be delivered (along with the form of written consent that is to be executed in connection with the taking of such action) to each member of the Management Committee at least five (5) Business Days prior to taking any such action by written consent (unless such notice is waived by the members of the Management Committee). Such consent shall have the same force and effect as a vote duly called and held. (d) Meetings may be held by means of conference telephone or similar communications equipment so long as all persons participating in the meeting can hear each other. Participation in a meeting by means of conference telephone shall constitute presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business thereat on the ground that the meeting is not lawfully called or convened. (e) The Company shall pay all reasonable out-of-pocket expenses incurred by the members of the Management Committee in attending any meetings of the Management Committee.

Meetings of the Management Committee. 5.3.1 Regular quarterly meetings of the Management Committee may be attended by each Member's voting representative or alternate voting representative and by one or more nonvoting representatives of the Members, by the Managing Director and other representatives of OPRA and the Processor, by representatives of the Commission, and by such other persons that the Committee may invite to attend; provided that the Committee may, where appropriate, determine to meet in Executive Session at which only voting members of the Management Committee and other representatives of the Members or of OPRA that the Management Committee may invite shall be present. Meetings of the Management Committee shall be held without call or notice at such time times as shall from time to time be fixed determined by standing resolution of the Management Committee, on not less than 10 days notice. Special meetings of the Management Committee may be held at any time whenever called upon the request of two or more Members on not less than two days' notice. The Managing Director of OPRA, or in his or her absence, one of the Member representatives designated by any Manager. Written Notice the Committee, shall preside as Chairman of a special each meeting of OPRA, and either the Management Committee shall be given to Chairman of the other Managers meeting or a person in attendance designated by the Manager calling Chairman shall act as Secretary to record the meeting at least seventy-two (72) hours before such minutes thereof. The location of the regular and special meeting. 5.3.2 All meetings of the Management Committee shall be held at such fixed by the Committee, provided that in general the location as the Management Committee shall agree by majority vote; provided, however, at least one (1) meeting per year of meetings shall be held in Miami or Los Angeles as rotated among the Management Committee shall agree by majority votelocations of the principal offices of the Members. The presence of at least one Lifford Manager and at least one PEGI Manager at a duly noticed meeting Members of the Management Committee shall constitute a quorum for the transaction of business; provided, however, that with respect to the taking of any action for which the vote of any Managers may be excluded or any matter for which a unanimous vote is required to take action (e.g., pursuant to Section 5.1.2), the presence of present at least one Manager appointed by each Member whose Managers are entitled to vote on such action shall constitute a quorum for purpose of taking such action. Managers may participate in a meeting through the use of by conference telephone or similar communications equipment, other electronic means that enables each of them to hear and such Managers shall be considered heard by all others present in person as long as all Managers participating in such meeting can hear one another. 5.3.3 Every act of the Management Committee taken at any meeting of the Management Committee, however called and noticed or wherever held, shall be as valid as though made or performed at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the Managers not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice to such Manager, signs a written waiver of notice or a written consent to holding such meeting or approval of the minutes thereof. 5.3.4 Any and action required or permitted to be taken at any meeting of the Management Committee may be taken without a meeting if one Lifford Manager and one PEGI Manager all of the members entitled to vote consent thereto in writing, and the writing is filed with the minutes of proceedings of the Management Committee.

Meetings of the Management Committee. 5.3.1 Regular quarterly meetings of the (1) The Management Committee shall must meet and conduct its proceedings as it considers appropriate and must meet at least once every two (2) months to exercise its functions. (2) The Management Committee must decide how a meeting is to be held without call or called, the notice at such time as shall from time to time be fixed by standing resolution period and method of the Management Committee. Special meetings of the providing notice. (3) The Management Committee may be held at any time whenever called hold meetings, or permit a committee member to take part in its meetings, by any Managerusing technology that reasonably allows the member to hear and take part in discussions as they happen. Written Notice of a special meeting of the Management Committee shall be given to the other Managers by the Manager calling A committee member participating in the meeting in this fashion is taken to be present at least seventy-two (72) hours before such special the meeting. 5.3.2 All meetings of the Management Committee shall be held at such location as the Management Committee shall agree by majority vote; provided, however, at least one (14) meeting per year shall be held in Miami or Los Angeles as the Management Committee shall agree by majority vote. The presence of at least one Lifford Manager and at least one PEGI Manager at a duly noticed meeting of the Management Committee shall constitute a quorum for the transaction of business; provided, however, that with respect to the taking of any action for which the vote of any Managers may be excluded or any matter for which a unanimous vote is required to take action (e.g., pursuant to Section 5.1.2), the presence of at least one Manager appointed by each Member whose Managers are entitled to vote on such action shall constitute a quorum for purpose of taking such action. Managers may participate in a meeting through the use of conference telephone or similar communications equipment, and such Managers shall be considered present in person as long as all Managers participating in such meeting can hear one another. 5.3.3 Every act of the Management Committee taken at any At every meeting of the Management Committee, however called and noticed or wherever helda simple majority of a number equal to the number of members elected and/or appointed to the Management Committee as at the close of the last General Meeting of the members, shall be as valid as though made or performed at constitute a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the Managers not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice to such Manager, signs a written waiver of notice or a written consent to holding such meeting or approval of the minutes thereofquorum. 5.3.4 Any action required or permitted to be taken (5) Subject as previously provided in this rule, the Management Committee may meet together and regulate its proceedings as it thinks fit PROVIDED THAT questions arising at any meeting of the Management Committee may will be taken without decided by a majority of votes and, in the case of equality votes, the Chairperson of the meeting will have a casting vote. (6) A member of the Management Committee will declare any interest in respect of a contract or proposed contract with the Association immediately that member becomes aware of the interest. (7) A member of the Management Committee must not vote in respect of any contract or proposed contract with the Association in which they are interested, or any matter arising therefrom, and if they do vote their vote must not be counted. (8) A member of the Management Committee who is a member of the Judiciary Committee will be excluded from that part of any Management Committee meeting that considers a matter arising from their membership of the Judiciary Committee (9) Voting at a meeting of the Management Committee in respect of a contract being considered which involves an interest by a member of the Management Committee shall be by secret ballot. (10) A special meeting of the Management Committee must be convened by the Secretary on the requisition in writing signed by not less than one-third (1/3) of the members of the Management Committee. The request for a special meeting must clearly state: i. the reasons why the special meeting is being convened; and ii. the nature of the business to be transacted at the meeting. (11) Not less than fourteen (14) days notice must be given by the Secretary to the members of the Management Committee of any special meeting of the Management Committee. Such notice must clearly state the nature of the business to be discussed at the meeting. (12) The President must preside as Chairperson at every meeting of the Management Committee. If there is no President, or if at any meeting the President is not present within ten (10) minutes after the time appointed for holding the meeting, the Vice-President must be Chairperson. If the Vice- President is not present at the meeting, the members will choose one Lifford Manager of their number to be Chairperson of the meeting. (13) If there is no quorum present within thirty (30) minutes after the time fixed for a Management Committee meeting called on the requisition of members of the committee, the meeting lapses. (14) If there is no quorum present within thirty (30) minutes after the time fixed for a Management Committee meeting called other than on the requisition of members of the committee, the meeting is to be adjourned for at least one (1) day to a date and one PEGI Manager consent thereto in writingtime as set by the committee members present. If at the adjourned meeting a quorum is not present after thirty (30) minutes from the time appointed for the meeting, the meeting will lapse. (15) Absent committee members cannot delegate their voting power to another committee member or representative. (16) The Secretary must ensure full and accurate minutes of all questions, matters, resolutions and other proceedings of each Management Committee meeting are recorded. To ensure the writing is filed with accuracy of the minutes, the minutes of proceedings each Management Committee must be signed by the chairperson of the meeting or the chairperson of the next succeeding Management Committee meeting, verifying their accuracy. (17) The minutes of the Management Committee are not to be copied or disseminated in full or part without the prior consent of the Management Committee.

Meetings of the Management Committee. 5.3.1 5.4.1 Regular quarterly meetings of the Management Committee shall will be held without call or notice at such time as shall will from time to time be fixed by standing resolution of the Management Committee. Special meetings of the Management Committee may be held at any time whenever called by any ManagerDirector. Written Notice notice of a special meeting of the Management Committee shall will be given to the other Managers Directors by the Manager Director calling the meeting at least seventy-two three (723) hours business days before such special meeting, and such notice will include a proposed agenda for the meeting. Only matters on the proposed agenda may be put to a vote at such special meeting. Special meetings may only take place at the Company's principal offices or in Los Angeles. 5.3.2 All meetings 5.4.2 For so long as each of VSI (with its Affiliates, in aggregate) and PEGI (with its Affiliates, in aggregate) each hold Percentage Interests equal to at least 10%, the location of the Company's quarterly Management Committee shall meetings will rotate among the Company's offices in Miami Beach, PEGI's headquarters in Bevxxxx Xxlls, PEI's headquarters in Chicago and an international location to be held at such location as determined by the Management Committee shall agree by majority vote; provided, however, at least one (1) meeting per year shall be held in Miami or Los Angeles as the Management Committee shall agree by majority voteCommittee. The presence of at least one Lifford Manager and at least one PEGI Manager Directors representing a Majority Interest at a duly noticed meeting of the Management Committee shall will constitute a quorum for the transaction of business; provided, however, provided that to transact business with respect to the taking of any action for which the vote of Directors appointed by any Managers may be excluded or any matter for which Member have a unanimous vote is required to take action (e.g., veto right pursuant to Section 5.1.2)5.1.4, the presence of at least one Manager appointed by each Member whose Managers are entitled to vote on such action shall constitute Director must be present for a quorum for purpose of taking such actionto exist. Managers Directors may participate in a meeting through the use of conference telephone or similar communications equipment, and such Managers shall Directors will be considered present in person as long as all Managers Directors participating in such meeting can hear one another. 5.3.3 5.4.3 Every act of the Management Committee taken at any meeting of the Management Committee, however called and noticed or wherever held, shall will be as valid as though made or performed at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the Managers not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice to such Managermeeting, signs a written waiver of notice or a written consent to holding such meeting or approval of the minutes thereof. 5.3.4 Any 5.4.4 For so long as VSI and PEGI are the only Managers, any action required or permitted to be taken at any meeting of the Management Committee may be taken without a meeting if one Lifford Manager VSI Director and one PEGI Manager Director consent thereto in writing, and the writing is filed with the minutes of proceedings of the Management Committee.

Meetings of the Management Committee. 5.3.1 5.4.1 Regular quarterly meetings of the Management Committee shall will be held without call or notice at such time as shall will from time to time be fixed by standing resolution of the Management Committee. Special meetings of the Management Committee may be held at any time whenever called by any ManagerDirector. Written Notice notice of a special meeting of the Management Committee shall will be given to the other Managers Directors by the Manager Director calling the meeting at least seventy-two three (723) hours business days before such special meeting, and such notice will include a proposed agenda for the meeting. Only matters on the proposed agenda may be put to a vote at such special meeting. Special meetings may only take place at the Company's principal offices or in Los Angeles. 5.3.2 All meetings 5.4.2 For so long as each of VSI (with its Affiliates, in aggregate) and PEGI (with its Affiliates, in aggregate) each hold Percentage Interests equal to at least 10%, the location of the Company's quarterly Management Committee shall meetings will rotate among the Company's offices in Miami Beach, PEGI's headquarters in Beverly Hills, PEI's headquarters in Chicago and an internationxx xxxxtion to be held at such location as determined by the Management Committee shall agree by majority vote; provided, however, at least one (1) meeting per year shall be held in Miami or Los Angeles as the Management Committee shall agree by majority voteCommittee. The presence of at least one Lifford Manager and at least one PEGI Manager Directors representing a Majority Interest at a duly noticed meeting of the Management Committee shall will constitute a quorum for the transaction of business; provided, however, provided that to transact business with respect to the taking of any action for which the vote of Directors appointed by any Managers may be excluded or any matter for which Member have a unanimous vote is required to take action (e.g., veto right pursuant to Section 5.1.2)5.1.4, the presence of at least one Manager appointed by each Member whose Managers are entitled to vote on such action shall constitute Director must be present for a quorum for purpose of taking such actionto exist. Managers Directors may participate in a meeting through the use of conference telephone or similar communications equipment, and such Managers shall Directors will be considered present in person as long as all Managers Directors participating in such meeting can hear one another. 5.3.3 5.4.3 Every act of the Management Committee taken at any meeting of the Management Committee, however called and noticed or wherever held, shall will be as valid as though made or performed at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the Managers not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice to such Managermeeting, signs a written waiver of notice or a written consent to holding such meeting or approval of the minutes thereof. 5.3.4 Any 5.4.4 For so long as VSI and PEGI are the only Managers, any action required or permitted to be taken at any meeting of the Management Committee may be taken without a meeting if one Lifford Manager VSI Director and one PEGI Manager Director consent thereto in writing, and the writing is filed with the minutes of proceedings of the Management Committee.

Meetings of the Management Committee. 5.3.1 Regular quarterly (a) The Management Committee shall hold regular meetings no less frequently than once every quarter and shall establish meeting times, dates and places and requisite notice requirements (not shorter than those provided in Section 10(b)) and adopt rules or procedures consistent with the terms of this Agreement. Unless otherwise approved by the Management Committee, each regular meeting of the Management Committee shall will be held without call at the Company's principal place of business. At such meetings the Management Committee shall transact such business as may properly be brought before the meeting, whether or not notice of such meeting referenced the action taken at such time as shall from time to time be fixed by standing resolution of the Management Committee. meeting. (b) Special meetings of the Management Committee may be held at any time whenever called by any Manager. Written Notice of a special each such meeting of the Management Committee shall be given to each Manager on the other Managers Management Committee by the Manager calling the meeting telephone, telecopy, telegram or similar method (in each case, notice shall be given at least seventy-two (72) hours before such special meeting. 5.3.2 All meetings the time of the Management Committee meeting) or sent by first-class mail (in which case notice shall be held given at such location as least five (5) days before the meeting), unless a longer notice period is established by the Management Committee Committee. Each such notice shall agree by majority vote; providedstate (i) the time, howeverdate, at least one place (1) meeting per year which shall be held 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 Miami the notice may be considered at any special meeting unless unanimously approved by the Managers. Any Manager may waive notice of any meeting in writing before, at, or Los Angeles as the Management Committee shall agree by majority voteafter such meeting. The presence attendance of at least one Lifford Manager and at least one PEGI a Manager at a duly noticed meeting of the Management Committee shall constitute a quorum waiver of notice of such meeting, except when a Manager attends a meeting for the express purpose of objecting to the transaction of business; provided, however, that with respect to any business because the taking of any meeting was not properly called. (c) Any action for which the vote of any Managers may be excluded or any matter for which a unanimous vote is required to take action (e.g., pursuant to Section 5.1.2), the presence of at least one Manager appointed by each Member whose Managers are entitled to vote on such action shall constitute a quorum for purpose of taking such action. Managers may participate in a meeting through the use of conference telephone or similar communications equipment, and such Managers shall be considered present in person as long as all Managers participating in such meeting can hear one another. 5.3.3 Every act of the Management Committee taken at any a meeting of the Management Committee, however called and noticed or wherever held, shall be as valid as though made or performed at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the Managers not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice to such Manager, signs a written waiver of notice or a written consent to holding such meeting or approval of the minutes thereof. 5.3.4 Any any action required or permitted to that may be taken at any a meeting of the Management Committee Committee, 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 constitute presence in person at such meeting. (d) Notwithstanding anything to the contrary in this Section 10, the Management Committee may take without a meeting any action that may be taken by the Management Committee under this Agreement if one Lifford Manager and one PEGI Manager such action is approved by the unanimous written consent thereto in writing, and the writing is filed with the minutes of proceedings of the Management CommitteeManagers.

Meetings of the Management Committee. 5.3.1 Regular quarterly meetings of the The Management Committee shall be held without call or notice hold regular meetings at such time and place as shall from time to time be fixed reasonably determined by standing resolution of the Management Committee. Special meetings of the Management Committee may be held called at any time whenever called by any Manager. Written Notice the Chairman, the Chief Executive Officer, the President or by a majority of a special meeting the members of the Management Committee shall be given to the other Managers Committee. Except as otherwise reasonably determined by the Manager calling the meeting at least seventy-two (72) hours before such Management Committee, all special meeting. 5.3.2 All and regular meetings of the Management Committee shall be held at such location as the Management Committee shall agree by majority vote; provided, however, at least one (1) meeting per year principal office of the Company. No notice shall be held in Miami or Los Angeles as the Management Committee shall agree by majority vote. The presence of at least one Lifford Manager and at least one PEGI Manager at a duly noticed required with respect to any regular meeting of the Management Committee shall constitute a quorum for the transaction of business; provided, however, that with respect to the taking of any action for which the vote of any Managers may be excluded or any matter for which a unanimous vote is required to take action (e.g., pursuant to Section 5.1.2), the presence of at least one Manager appointed by Committee. At each Member whose Managers are entitled to vote on such action shall constitute a quorum for purpose of taking such action. Managers may participate in a meeting through the use of conference telephone or similar communications equipment, and such Managers shall be considered present in person as long as all Managers participating in such meeting can hear one another. 5.3.3 Every act of the Management Committee taken at any regular meeting of the Management Committee, however called the acting Chairman of such meeting shall announce the date, time and noticed location of the next regular meeting of the Management Committee. Unless waived by all of the Manage ment Committee Persons in writing (before or wherever heldafter a meeting) or with respect to any Management Committee Person, by the attendance of such Management Committee Person at such meeting, prior notice of any special meeting shall be as valid as though made or performed given in the manner specified in Section 9.1 to each Management Committee Person at a least three (3) Business Days before the date of such meeting. Notice of any meeting duly held after regular call and notice, if a quorum is present and ifneed not be given to any Management Committee Person who shall submit, either before or after the meeting, each a signed waiver of the Managers not present or who, though present, has prior to the notice. Attendance of a Management Committee Person at a meeting or at its commencement, protested the lack of proper notice to such Manager, signs shall constitute a written waiver of notice or a written consent to holding of such meeting or approval of the minutes thereof. 5.3.4 Any action required or permitted to be taken at any meeting of meeting, except when the Management Committee may be taken without a Person attends the meeting if one Lifford Manager for the express purpose of objecting at the beginning thereof to the transaction of any business because the meeting is not lawfully called or convened. Notice of any adjourned meeting, including the place, date and one PEGI Manager consent thereto in writing, and the writing is filed with the minutes of proceedings time of the new meeting, shall be given to all Management CommitteeCommittee Persons not present at the time of the adjournment, as well as to the other Management Committee Persons unless the place, date and time of the new meeting is announced at the adjourned meeting.

Meetings of the Management Committee. 5.3.1 5.4.1 Regular quarterly meetings of the Management Committee shall will be held without call or notice at such time as shall will from time to time be fixed by standing resolution of the Management Committee. Special meetings of the Management Committee may be held at any time whenever called by any ManagerDirector. Written Notice notice of a special meeting of the Management Committee shall will be given to the other Managers Directors by the Manager Director calling the meeting at least seventy-two three (723) hours business days before such special meeting, and such notice will include a proposed agenda for the meeting. Only matters on the proposed agenda may be put to a vote at such special meeting. Special meetings may only take place at the Company's principal offices or in Los Angeles. 5.3.2 All meetings of the Management Committee shall be held at such location as the Management Committee shall agree by majority vote; provided, however, at least one (1) meeting per year shall be held in Miami or Los Angeles as the Management Committee shall agree by majority vote. 5.4.2 The presence of at least one Lifford Manager and at least one PEGI Manager Directors representing a Majority Interest at a duly noticed meeting of the Management Committee shall will constitute a quorum for the transaction of business; provided, however, provided that to transact business with respect to the taking of any action for which the vote of Directors appointed by any Managers may be excluded or any matter for which Member have a unanimous vote is required to take action (e.g., veto right pursuant to Section 5.1.2)5.1.4, the presence of at least one Manager appointed by each Member whose Managers are entitled to vote on such action shall constitute Director must be present for a quorum for purpose of taking such actionto exist. Managers Directors may participate in a meeting through the use of conference telephone or similar communications equipment, and such Managers shall Directors will be considered present in person as long as all Managers Directors participating in such meeting can hear one another. 5.3.3 5.4.3 Every act of the Management Committee taken at any meeting of the Management Committee, however called and noticed or wherever held, shall will be as valid as though made or performed at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the Managers not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice to such Managermeeting, signs a written waiver of notice or a written consent to holding such meeting or approval of the minutes thereof. 5.3.4 Any 5.4.4 For so long as VSI and PEGI are the only Managers, any action required or permitted to be taken at any meeting of the Management Committee may be -------- *** Confidential information omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. taken without a meeting if one Lifford Manager VSI Director and one PEGI Manager Director consent thereto in writing, and the writing is filed with the minutes of proceedings of the Management Committee.

Meetings of the Management Committee. 5.3.1 Regular quarterly The Management Committee shall hold regularly scheduled telephonic meetings at least once each calendar quarter, and participation by telephone shall be arranged for Management Committee members. The Management Committee shall designate the times of these regular meetings. No notice need be given of regular meetings for which the Management Committee shall be held without call or notice at such time as shall from time to time be fixed by standing resolution of the Management Committeehas designated a time. Special meetings of the Management Committee may be held at any time whenever called by upon the call of any Managertwo (2) members of the Management Committee. Written Notice of a any special meeting shall be sent to the last known address of each Management Committee member at least five (5) Business Days before the meeting, which notice may be sent electronically. Notice of the time, place and purpose of such meeting may be waived in writing before or after such meeting, and shall be equivalent to the giving of notice. Attendance at such meeting, whether by telephone or in person, shall also constitute a waiver of notice thereof, except where a Person attends for the express purpose of objecting to the transaction of any business on the ground 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 need be specified in the notice or waiver of notice of such meeting. (a) A quorum for the transaction of business at a meeting shall require the presence of a majority of the members of the Management Committee and at least one Youji Designee and one XXX Designee. Except as otherwise provided in this Agreement, the vote or consent of three (3) Management Committee members shall be given to the other Managers by act of the Manager calling the meeting at least seventy-two (72) hours before such special meetingManagement Committee. 5.3.2 All meetings (b) Meetings of the Management Committee shall be held at such location as to be determined by the Management Committee, or such meetings may be held telephonically without a physical location. The Management Committee may appoint from its members (i) a Chairman who shall agree by majority vote; providedpreside at meetings, however, at and (ii) a Secretary of the meeting. At least one (1) Management Committee meeting per each year shall be held in Miami or Los Angeles as the Management Committee shall agree by majority vote. The presence of at least one Lifford Manager and at least one PEGI Manager at a duly noticed meeting of the Management Committee shall constitute a quorum for the transaction of business; provided, however, that with respect person. (c) Anything in this Section 6.2 to the taking of contrary notwithstanding, any action for which the vote of any Managers that may be excluded or any matter for which a unanimous vote is required to take action (e.g., pursuant to Section 5.1.2), the presence of at least one Manager appointed by each Member whose Managers are entitled to vote on such action shall constitute a quorum for purpose of taking such action. Managers may participate in a meeting through the use of conference telephone or similar communications equipment, and such Managers shall be considered present in person as long as all Managers participating in such meeting can hear one another. 5.3.3 Every act of the Management Committee taken at any meeting of the Management Committee, however called and noticed or wherever held, shall be as valid as though made or performed at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the Managers not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice to such Manager, signs a written waiver of notice or a written consent to holding such meeting or approval of the minutes thereof. 5.3.4 Any action required or permitted to be taken at any a meeting of the Management Committee may be taken without a meeting if one Lifford Manager and one PEGI Manager a consent thereto in writing, and setting forth the writing is filed action to be taken, shall be signed by those Persons with the minutes of proceedings requisite authority to take such action under this Agreement, with at least five (5) Business Days prior notice thereof provided to the members of the Management CommitteeCommittee (or with waiver thereof by the Members) and such consent shall have the same force and effect as a vote duly called and held. No notice shall be required in connection with the use of a written consent pursuant to this Section 6.2.1 if a Super-Majority of the Management Committee consents to the action. (d) Meetings may be held by means of conference telephone or similar communications equipment so long as all persons participating in the meeting can hear each other. Participation in a meeting by means of conference telephone shall constitute presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business thereat on the ground that the meeting is not lawfully called or convened.

Meetings of the Management Committee. 5.3.1 Regular quarterly The Management Committee shall hold regularly scheduled telephonic meetings at least once each calendar quarter, and participation by telephone shall be arranged for Management Committee members. The Management Committee shall designate the times of these regular meetings. No notice need be given of regular meetings for which the Management Committee shall be held without call or notice at such time as shall from time to time be fixed by standing resolution of the Management Committeehas designated a time. Special meetings of the Management Committee may be held at any time whenever called by upon the call of any Managertwo (2) members of the Management Committee. Written Notice of a any special meeting shall be sent to the last known address of each Management Committee member at least five (5) Business Days before the meeting, which notice may be sent electronically. Notice of the time, place and purpose of such meeting may be waived in writing before or after such meeting, and shall be equivalent to the giving of notice. Attendance at such meeting, whether by telephone or in person, shall also constitute a waiver of notice thereof, except where a Person attends for the express purpose of objecting to the transaction of any business on the ground 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 need be specified in the notice or waiver of notice of such meeting. (a) A quorum for the transaction of business at a meeting shall require the presence of a majority of the members of the Management Committee and at least one XXX Designee and one WONA Designee. Except as otherwise provided in this Agreement, the vote or consent of three (3) Management Committee members shall be given to the other Managers by act of the Manager calling the meeting at least seventy-two (72) hours before such special meetingManagement Committee. 5.3.2 All meetings (b) Meetings of the Management Committee shall be held at such location as to be determined by the Management Committee, or such meetings may be held telephonically without a physical location. The Management Committee may appoint from its members (i) a Chairman who shall agree by majority vote; providedpreside at meetings, however, at and (ii) a Secretary of the meeting. At least one (1) Management Committee meeting per each year shall be held in Miami or Los Angeles as the Management Committee shall agree by majority vote. The presence of at least one Lifford Manager and at least one PEGI Manager at a duly noticed meeting of the Management Committee shall constitute a quorum for the transaction of business; provided, however, that with respect person. (c) Anything in this Section 6.2 to the taking of contrary notwithstanding, any action for which the vote of any Managers that may be excluded or any matter for which a unanimous vote is required to take action (e.g., pursuant to Section 5.1.2), the presence of at least one Manager appointed by each Member whose Managers are entitled to vote on such action shall constitute a quorum for purpose of taking such action. Managers may participate in a meeting through the use of conference telephone or similar communications equipment, and such Managers shall be considered present in person as long as all Managers participating in such meeting can hear one another. 5.3.3 Every act of the Management Committee taken at any meeting of the Management Committee, however called and noticed or wherever held, shall be as valid as though made or performed at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the Managers not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice to such Manager, signs a written waiver of notice or a written consent to holding such meeting or approval of the minutes thereof. 5.3.4 Any action required or permitted to be taken at any a meeting of the Management Committee may be taken without a meeting if one Lifford Manager and one PEGI Manager a consent thereto in writing, and setting forth the writing is filed action to be taken, shall be signed by those Persons with the minutes of proceedings requisite authority to take such action under this Agreement, with at least five (5) Business Days prior notice thereof provided to the members of the Management CommitteeCommittee (or with waiver thereof by the Members) and such consent shall have the same force and effect as a vote duly called and held. No notice shall be required in connection with the use of a written consent pursuant to this Section 6.2.1 if a Supermajority of the Management Committee consents to the action. (d) Meetings may be held by means of conference telephone or similar communications equipment so long as all persons participating in the meeting can hear each other. Participation in a meeting by means of conference telephone shall constitute presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business thereat on the ground that the meeting is not lawfully called or convened.

Meetings of the Management Committee. 5.3.1 Regular quarterly The Management Committee shall hold regularly scheduled meetings at least once each calendar quarter, and participation by telephone shall be arranged for Management Committee members and allowed observers if so requested. The Management Committee shall designate the times of these regular meetings. No notice need be given of regular meetings for which the Management Committee shall be held without call or notice at such time as shall from time to time be fixed by standing resolution of the Management Committeehas designated a time. Special meetings of the Management Committee may be held at any time whenever called by upon the call of any Managertwo (2) members of the Management Committee. Written Notice of a any special meeting shall be sent to the last known address of each Management Committee member at least five (5) Business Days before the meeting. Notice of any meeting shall state the place, date and hour of meeting and shall set forth in reasonable detail the business to be transacted at such meeting. No other business may be transacted at such meeting, unless at least one (1) [•] Designee and one (1) NutraCea Designee are each present at the meeting and each approves such other business. Attendance at such meeting shall also constitute a waiver of notice thereof, except where a Person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. (a) A quorum for the transaction of business at a meeting shall require the presence of a majority of the members of the Management Committee and at least one NutraCea Designee and one [•] Designee. Except as otherwise provided in this Agreement, the vote or consent of three (3) Management Committee members shall be given to the other Managers by act of the Manager calling the meeting at least seventy-two (72) hours before such special meetingManagement Committee. 5.3.2 All meetings (b) Meetings of the Management Committee shall be held at such location as to be determined by the Management Committee. The Management Committee may appoint from its members (i) a Chairman who shall agree by majority vote; providedpreside at meetings, however, at and (ii) a Secretary of the meeting. At least one (1) Management Committee meeting per each year shall be held in Miami or Los Angeles as the Management Committee shall agree by majority vote. The presence of at least one Lifford Manager and at least one PEGI Manager at a duly noticed meeting of the Management Committee shall constitute a quorum for the transaction of business; provided, however, that with respect person. (c) Anything in this Section 6.2 to the taking of contrary notwithstanding, any action for which the vote of any Managers that may be excluded or any matter for which a unanimous vote is required to take action (e.g., pursuant to Section 5.1.2), the presence of at least one Manager appointed by each Member whose Managers are entitled to vote on such action shall constitute a quorum for purpose of taking such action. Managers may participate in a meeting through the use of conference telephone or similar communications equipment, and such Managers shall be considered present in person as long as all Managers participating in such meeting can hear one another. 5.3.3 Every act of the Management Committee taken at any meeting of the Management Committee, however called and noticed or wherever held, shall be as valid as though made or performed at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the Managers not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice to such Manager, signs a written waiver of notice or a written consent to holding such meeting or approval of the minutes thereof. 5.3.4 Any action required or permitted to be taken at any a meeting of the Management Committee may be taken without a meeting if one Lifford Manager and one PEGI Manager a consent thereto in writing, and setting forth the writing is filed action to be taken, shall be signed by those Persons with the minutes requisite authority to take such action under this Agreement; provided that written notice of proceedings the intention to take such action shall be delivered (along with the form of written consent that is to be executed in connection with the taking of such action) to each member of the Management Committee at least five (5) Business Days prior to taking any such action by written consent (unless such notice is waived by the members of the Management Committee). Such consent shall have the same force and effect as a vote duly called and held. (d) Meetings may be held by means of conference telephone or similar communications equipment so long as all persons participating in the meeting can hear each other. Participation in a meeting by means of conference telephone shall constitute presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business thereat on the ground that the meeting is not lawfully called or convened. (e) The Company shall pay all reasonable out-of-pocket expenses incurred by the members of the Management Committee in attending any meetings of the Management Committee.

Meetings of the Management Committee. 5.3.1 Regular quarterly The Management Committee shall hold regularly scheduled meetings at least once each calendar quarter, and participation by telephone shall be arranged for Management Committee members and allowed observers if so requested. The Management Committee shall designate the times of these regular meetings. No notice need be given of regular meetings for which the Management Committee shall be held without call or notice at such time as shall from time to time be fixed by standing resolution of the Management Committeehas designated a time. Special meetings of the Management Committee may be held at any time whenever called by upon the call of any Managertwo (2) members of the Management Committee. Written Notice of a any special meeting shall be sent to the last known address of each Management Committee member at least five (5) Business Days before the meeting. Notice of any meeting shall state the place, date and hour of meeting and shall set forth in reasonable detail the business to be transacted at such meeting. No other business may be transacted at such meeting, unless at least one (1) AF Designee and, prior to the occurrence of a Qualifying Event, one (1) XXX Designee are each present at the meeting and each approves such other business. Attendance at such meeting shall also constitute a waiver of notice thereof, except where a Person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. (a) A quorum for the transaction of business at a meeting shall require the presence of a majority of the members of the Management Committee and at least one AF Designee and, prior to the occurrence of a Qualifying Event, one XXX Designee. Except as otherwise provided in this Agreement, the vote or consent of three (3) Management Committee members shall be given to the other Managers by act of the Manager calling the meeting at least seventy-two (72) hours before such special meetingManagement Committee. 5.3.2 All meetings (b) Meetings of the Management Committee shall be held at such location as to be determined by the Management Committee. The Management Committee may appoint from its members (i) a Chairman who shall agree by majority vote; providedpreside at meetings, however, at and (ii) a Secretary of the meeting. At least one (1) Management Committee meeting per each year shall be held in Miami or Los Angeles as the Management Committee shall agree by majority vote. The presence of at least one Lifford Manager and at least one PEGI Manager at a duly noticed meeting of the Management Committee shall constitute a quorum for the transaction of business; provided, however, that with respect person. (c) Anything in this Section 6.2 to the taking of contrary notwithstanding, any action for which the vote of any Managers that may be excluded or any matter for which a unanimous vote is required to take action (e.g., pursuant to Section 5.1.2), the presence of at least one Manager appointed by each Member whose Managers are entitled to vote on such action shall constitute a quorum for purpose of taking such action. Managers may participate in a meeting through the use of conference telephone or similar communications equipment, and such Managers shall be considered present in person as long as all Managers participating in such meeting can hear one another. 5.3.3 Every act of the Management Committee taken at any meeting of the Management Committee, however called and noticed or wherever held, shall be as valid as though made or performed at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the Managers not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice to such Manager, signs a written waiver of notice or a written consent to holding such meeting or approval of the minutes thereof. 5.3.4 Any action required or permitted to be taken at any a meeting of the Management Committee may be taken without a meeting if one Lifford Manager and one PEGI Manager a consent thereto in writing, and setting forth the writing is filed action to be taken, shall be signed by those Persons with the minutes requisite authority to take such action under this Agreement; provided that written notice of proceedings the intention to take such action shall be delivered (along with the form of written consent that is to be executed in connection with the taking of such action) to each member of the Management Committee at least five (5) Business Days prior to taking any such action by written consent (unless such notice is waived by the members of the Management Committee). Such consent shall have the same force and effect as a vote duly called and held. (d) Meetings may be held by means of conference telephone or similar communications equipment so long as all persons participating in the meeting can hear each other. Participation in a meeting by means of conference telephone shall constitute presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting to the transaction of any business thereat on the ground that the meeting is not lawfully called or convened. (e) The Company shall pay all reasonable out-of-pocket expenses incurred by the members of the Management Committee in attending any meetings of the Management Committee.

Meetings of the Management Committee. 5.3.1 (a) Regular quarterly meetings of the Management Committee shall be held without call at least every quarter at the principal offices of the Company or notice at such time other times or places as shall from time to time be fixed determined by standing resolution of the Management Committee. Special meetings of the Management Committee may be held at any time whenever called by any Managerof the Committee Representatives. Written Each Member shall use commercially reasonable efforts, in good faith, to cause one or more of its designated Committee Representatives to attend each regular or special meeting of the Management Committee. (b) Notice of a special the time and place of any regular meeting of the Management Committee shall be given in accordance with the meeting schedule approved by the Management Committee or by providing notice at least five (5) days, but no more than thirty (30) days, prior to the other Managers by the Manager calling the meeting at least seventy-two (72) hours before such special meeting. 5.3.2 All . Special meetings of the Management Committee shall may be held at such location as the Management Committee shall agree called by majority vote; provided, however, providing at least one two (12) meeting per year shall be held in Miami or Los Angeles as days’ notice prior to the Management Committee shall agree by majority votemeeting. The presence of at least one Lifford Manager and at least one PEGI Manager at a duly noticed meeting Special meetings of the Management Committee to deal with Emergency Operations may be called by providing at least six (6) hours’ notice prior to the meeting, so long as each Committee Representative provides written confirmation of receipt of notice or waives notice (including by attending the emergency meeting). Written notice of meetings of the Management Committee, including the purpose of the meeting, shall be given to each Committee Representative with the notice of the meeting. Any Committee Representative may waive notice of any meeting by the execution of a written waiver prior or subsequent to such meeting. The attendance of a Committee Representative at any meeting shall constitute a quorum waiver of notice of such meeting, except where a Committee Representative attends a meeting for the express purpose of objecting to the transaction of business; providedany business on the grounds that the meeting was not lawfully called or convened. Neither the business to be transacted at, however, that with respect to nor the taking purpose of any action for which the vote of any Managers may be excluded regular or any matter for which a unanimous vote is required to take action (e.g., pursuant to Section 5.1.2), the presence of at least one Manager appointed by each Member whose Managers are entitled to vote on such action shall constitute a quorum for purpose of taking such action. Managers may participate in a meeting through the use of conference telephone or similar communications equipment, and such Managers shall be considered present in person as long as all Managers participating in such meeting can hear one another. 5.3.3 Every act of the Management Committee taken at any special meeting of the Management Committee, however called need be specified in the waiver of notice of such meeting. (c) The Operator shall act as the secretary of the meeting who shall make a written record of the proceedings of such meeting and noticed or wherever held, shall be provided to the Members promptly after the meeting. (d) The Management Committee may adopt whatever rules and procedures relating to its activities as valid as though made it may deem appropriate, provided that such rules and procedures shall 7 Note to Draft: Budget to be provided during the interim period. not be inconsistent with or performed at a meeting duly held after regular call violate the provisions of this Agreement and, provided further, that such rules and noticeregulations shall permit Committee Representatives to participate in meetings by telephone or video conference or the like or by written proxy, if and such participation shall be deemed attendance for purposes of determining whether a quorum is present and if, either before or after the meeting, each of the Managers not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice to such Manager, signs a written waiver of notice or a written consent to holding such meeting or approval of the minutes thereof. 5.3.4 Any action required or permitted to be taken at any meeting of the Management Committee may be taken without a meeting if one Lifford Manager and one PEGI Manager consent thereto in writing, and the writing is filed with the minutes of proceedings of the Management Committee.