Common use of PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS Clause in Contracts

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. MEETINGS 27 Section 10.1 Actions and Consents of Members 27 Section 10.2 Procedures for Meetings and Actions of the Members 27 ARTICLE XI EXCHANGE RIGHTS 29 Section 11.1 Elective and Mandatory Exchanges 29 Section 11.2 Additional Terms Applying to Exchanges 30 Section 11.3 Exchange Consideration; Settlement 31 Section 11.4 Adjustment 32 Section 11.5 Class A Common Stock to Be Issued in Connection with an Exchange 32 Section 11.6 Withholding 32 Section 11.7 Tax Treatment 33 Section 11.8 Contribution by the Managing Member 33 ARTICLE XII MISCELLANEOUS 33 Section 12.1 Conclusive Nature of Determinations 33 Section 12.2 Company Counsel 33 Section 12.3 Appointment of Managing Member as Attorney-in-Fact 34 Section 12.4 Entire Agreement 34 Section 12.5 Further Assurances 35 Section 12.6 Notices 35 Section 12.7 Governing Law 36 Section 12.8 Jurisdiction and Venue 36 Section 12.9 Equitable Remedies 36 Section 12.10 Construction 36 Section 12.11 Counterparts 37 Section 12.12 Third-Party Beneficiaries 37 Section 12.13 Binding Effect 37 Section 12.14 Severability 37 Section 12.15 Survival 37 ARTICLE XIII DEFINED TERMS 37 Section 13.1 Definitions 37 Section 13.2 Interpretation 46 THIS EIGHTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of RUBICON TECHNOLOGIES, LLC, a Delaware limited liability company (the “Company”), dated as of [●], is entered into by and among [the Persons listed on Schedule [●]] and Rubicon Technologies, Inc. (the “Managing Member”).

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. MEETINGS 27 27 Section 10.1 Actions and Consents of Members 27 27 Section 10.2 Procedures for Meetings and Actions of the Members 27 ARTICLE XI EXCHANGE RIGHTS 29 Section 11.1 Elective and Mandatory Exchanges 29 Section 11.2 Additional Terms Applying to Exchanges 30 Section 11.3 Exchange Consideration; Settlement 31 Section 11.4 Adjustment 32 Section 11.5 Class A Common Stock to Be Issued in Connection with an Exchange 32 Section 11.6 Withholding 32 33 Section 11.7 Tax Treatment 33 Section 11.8 Contribution by the Managing Member 33 ARTICLE XII MISCELLANEOUS 33 Section 12.1 Conclusive Nature of Determinations 33 Section 12.2 Company Counsel 33 Section 12.3 Appointment of Managing Member as Attorney-in-Fact 34 Section 12.4 Entire Agreement 34 35 Section 12.5 Further Assurances 35 Section 12.6 Notices 35 Section 12.7 Governing Law 36 Section 12.8 Jurisdiction and Venue 36 Section 12.9 Equitable Remedies 36 Section 12.10 Construction 36 37 Section 12.11 Counterparts 37 Section 12.12 Third-Party Beneficiaries 37 Section 12.13 Binding Effect 37 Section 12.14 Severability 37 Section 12.15 Survival 37 ARTICLE XIII DEFINED TERMS 37 Section 13.1 Definitions 37 Section 13.2 Interpretation 46 SCHEDULES THIS EIGHTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of RUBICON TECHNOLOGIESTECHNOLOGIES HOLDINGS, LLC, a Delaware limited liability company (the “Company”), dated as of [●]August 15, 2022, is entered into by and among [the Persons listed on Schedule [●]] 1 and Rubicon Technologies, Inc. (the “Managing Member”).

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 27 54 Section 10.1 14.1 Procedures for Actions and Consents of Members 27 54 Section 10.2 Procedures for Meetings 14.2 Amendments 54 Section 14.3 Actions and Actions Consents of the Members 27 55 ARTICLE XI EXCHANGE RIGHTS 29 15 GENERAL PROVISIONS 56 Section 11.1 Elective 15.1 Redemption Rights of Qualifying Parties 56 Section 15.2 Addresses and Mandatory Exchanges 29 Notice 59 Section 11.2 Additional Terms Applying 15.3 Titles and Captions 59 Section 15.4 Pronouns and Plurals 59 Section 15.5 Further Action 59 Section 15.6 Binding Effect 59 Section 15.7 Waiver 59 Section 15.8 Counterparts 60 Section 15.9 Applicable Law; Consent to Exchanges 30 Jurisdiction; Waiver of Jury Trial 60 Section 11.3 Exchange Consideration; Settlement 31 Section 11.4 Adjustment 32 Section 11.5 Class A Common Stock to Be Issued in Connection with an Exchange 32 Section 11.6 Withholding 32 Section 11.7 Tax Treatment 33 Section 11.8 Contribution by the Managing Member 33 ARTICLE XII MISCELLANEOUS 33 Section 12.1 Conclusive Nature of Determinations 33 Section 12.2 Company Counsel 33 Section 12.3 Appointment of Managing Member as Attorney-in-Fact 34 Section 12.4 15.10 Entire Agreement 34 60 Section 12.5 Further Assurances 35 15.11 Invalidity of Provisions 60 Section 12.6 Notices 35 15.12 Limitation to Preserve REIT Status 60 Section 12.7 Governing Law 36 15.13 No Partition 61 Section 12.8 Jurisdiction and Venue 36 Section 12.9 Equitable Remedies 36 Section 12.10 Construction 36 Section 12.11 Counterparts 37 Section 12.12 15.14 No Third-Party Beneficiaries 37 Rights Created Hereby 61 Section 12.13 Binding Effect 37 15.15 No Rights as Stockholders 61 ARTICLE 16 LTIP UXXXX 00 Xxxxxxx 00.0 Designation 61 Section 12.14 Severability 37 16.2 Vesting 62 Section 12.15 Survival 37 ARTICLE XIII DEFINED TERMS 37 16.3 Adjustments 62 Section 13.1 Definitions 37 16.4 Distributions 63 Section 13.2 Interpretation 46 16.5 Allocations 63 Section 16.6 Transfers 64 Section 16.7 Redemption 64 Section 16.8 Legend 64 Section 16.9 Conversion to Common Units 64 Section 16.10 Voting 66 Section 16.11 Section 83 Safe Harbor 66 Exhibit A EXAMPLES REGARDING ADJUSTMENT FACTOR A-1 Exhibit B NOTICE OF REDEMPTION B-1 Exhibit C CONVERSION NOTICE C-1 Exhibit D FORCED CONVERSION NOTICE D-1 Exhibit E NON-REFERRAL SOURCE CERTIFICATION E-1 THIS EIGHTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of RUBICON TECHNOLOGIESOF HEALTHPEAK OP, LLC, a Delaware limited liability company LLC (the “Company”), dated as of [●]February 10, 2023, (the “Effective Date”), is made and entered into by and among [the Persons listed on Schedule [●]] and Rubicon TechnologiesHEALTHPEAK PROPERTIES, Inc. INC., a Maryland corporation (the “Managing Member”), as Managing Member, and the Persons from time to time party hereto, as members.

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 27 49 Section 10.1 13.1 Actions and Consents of Members 27 49 Section 10.2 13.2 Amendments 49 Section 13.3 Procedures for Meetings and Actions of the Members 27 49 ARTICLE XI EXCHANGE XIV REDEMPTION RIGHTS 29 51 Section 11.1 Elective and Mandatory Exchanges 29 14.1 Redemption Rights of Qualifying Parties 51 ARTICLE XV MISCELLANEOUS 53 Section 11.2 Additional Terms Applying to Exchanges 30 Section 11.3 Exchange Consideration; Settlement 31 Section 11.4 Adjustment 32 Section 11.5 Class A Common Stock to Be Issued in Connection with an Exchange 32 Section 11.6 Withholding 32 Section 11.7 Tax Treatment 33 Section 11.8 Contribution by the Managing Member 33 ARTICLE XII MISCELLANEOUS 33 Section 12.1 Conclusive Nature of Determinations 33 Section 12.2 15.1 Company Counsel 33 53 Section 12.3 15.2 Appointment of Managing Member as Attorney-in-Fact 34 53 Section 12.4 15.3 Company Name; Goodwill 54 Section 15.4 Accounting and Fiscal Year 54 Section 15.5 Entire Agreement 34 54 Section 12.5 15.6 Further Assurances 35 55 Section 12.6 15.7 Notices 35 55 Section 12.7 15.8 Governing Law 36 55 Section 12.8 15.9 Jurisdiction and Venue 36 56 Section 12.9 15.10 Equitable Remedies 36 56 Section 12.10 15.11 Construction 36 56 Section 12.11 15.12 Counterparts 37 56 Section 12.12 Third-15.13 Third Party Beneficiaries 37 56 Section 12.13 15.14 Binding Effect 37 56 Section 12.14 15.15 Severability 37 57 Section 12.15 15.16 Survival 37 ARTICLE XIII DEFINED TERMS 37 57 Section 13.1 Definitions 37 Section 13.2 Interpretation 46 THIS EIGHTH AMENDED 15.17 Anti-Money Laundering Representations and Undertakings 57 ANNEX A INITIAL COMPANY COMMON UNITS EXHIBIT A: NOTICE OF REDEMPTION EXHIBIT B: ANTI-MONEY LAUNDERING REPRESENTATIONS AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of RUBICON TECHNOLOGIES, LLC, a Delaware limited liability company (the “Company”), dated as of [●], is entered into by and among [the Persons listed on Schedule [●]] and Rubicon Technologies, Inc. (the “Managing Member”).UNDERTAKINGS

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 27 37 Section 10.1 11.1 Actions and Consents of Members 27 37 Section 10.2 11.2 Amendments 37 Section 11.3 Procedures for Meetings and Actions of the Members 27 37 ARTICLE XI XII EXCHANGE RIGHTS 29 38 Section 11.1 12.1 Elective and Mandatory Exchanges 29 38 Section 11.2 12.2 Additional Terms Applying to Exchanges 30 40 Section 11.3 12.3 Exchange Consideration; Settlement 31 Consideration 42 Section 11.4 12.4 Adjustment 32 43 Section 11.5 12.5 Class A Common Stock to Be be Issued in Connection with an Exchange 32 43 Section 11.6 12.6 Withholding 32 44 Section 11.7 12.7 Tax Treatment 33 45 Section 11.8 12.8 Contribution by of the Managing Member 33 45 Section 12.9 Apportionment of Distributions 45 ARTICLE XII XIII MISCELLANEOUS 33 46 Section 12.1 13.1 Conclusive Nature of Determinations 33 46 Section 12.2 13.2 Company Counsel 33 46 Section 12.3 13.3 Appointment of Managing Member as Attorney-in-Fact 34 46 Section 12.4 13.4 Entire Agreement 34 47 Section 12.5 13.5 Further Assurances 35 47 Section 12.6 13.6 Notices 35 47 Section 12.7 13.7 Governing Law 36 48 Section 12.8 13.8 Jurisdiction and Venue 36 48 Section 12.9 13.9 Equitable Remedies 36 49 Section 12.10 13.10 Construction 36 49 Section 12.11 13.11 Counterparts 37 49 Section 12.12 Third-13.12 Third Party Beneficiaries 37 49 Section 12.13 13.13 Binding Effect 37 49 Section 12.14 13.14 Severability 37 49 Section 12.15 13.15 Survival 37 49 ARTICLE XIII XIV DEFINED TERMS 37 50 Section 13.1 14.1 Definitions 37 50 Section 13.2 14.2 Interpretation 46 62 THIS EIGHTH SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of RUBICON TECHNOLOGIES, VIANT TECHNOLOGY LLC, a Delaware limited liability company (the “Company”), dated as of [●]February , 2021, is entered into by and among [Xxx Xxxxxxxxxx, Xxxxx Xxxxxxxxxx, Four Brothers 2 LLC, and Viant Technology Equity Plan LLC (the Persons listed on Schedule [●]] “Initial Members”), and Rubicon TechnologiesViant Technology Inc., Inc. a Delaware corporation (the “Managing Member”).

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. MEETINGS 27 20 Section 10.1 Actions and Consents of Members 27 20 Section 10.2 Procedures for Meetings and Actions of the Members 27 ARTICLE XI 20 Article XI. EXCHANGE RIGHTS 29 21 Section 11.1 Elective and Mandatory Exchanges 29 21 Section 11.2 Additional Terms Applying to Exchanges 30 22 Section 11.3 Exchange Consideration; Settlement 31 22 Section 11.4 Adjustment 32 23 Section 11.5 Class A Common Stock to Be Issued in Connection with an Exchange 32 23 Section 11.6 Withholding 32 Tax Treatment 24 Section 11.7 Tax Treatment 33 Contribution by Manager 24 Section 11.8 Contribution by the Managing Member 33 ARTICLE XII Apportionment of Distributions 24 Section 11.9 Right of Manager to Acquire Exchangeable Units 24 Article XII. MISCELLANEOUS 33 24 Section 12.1 Conclusive Nature of Determinations 33 24 Section 12.2 Company Counsel 33 24 Section 12.3 Appointment of Managing Member Manager as Attorney-in-Fact 34 25 Section 12.4 Entire Agreement 34 25 Section 12.5 Further Assurances 35 25 Section 12.6 Notices 35 25 Section 12.7 Governing Law 36 26 Section 12.8 Jurisdiction and Venue 36 26 Section 12.9 Equitable Remedies 36 26 Section 12.10 Construction 36 26 Section 12.11 Counterparts 37 26 Section 12.12 Third-Party Beneficiaries 37 27 Section 12.13 Binding Effect 37 27 Section 12.14 Severability 37 27 Section 12.15 Survival 37 ARTICLE XIII 27 Section 12.16 Effect on Other Obligations of Members or the Company 27 Section 12.17 Confidentiality 27 Section 12.18 Creditors 28 Section 12.19 WAIVER OF JURY TRIAL 28 Article XIII. DEFINED TERMS 37 28 Section 13.1 Definitions 37 28 Section 13.2 Interpretation 46 34 THIS EIGHTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of RUBICON TECHNOLOGIES, Swiftmerge HoldCo LLC, a Delaware limited liability company (the “Company”), dated as of [●], 2024, is entered into by and among [the Persons listed on Schedule [●]] and Rubicon TechnologiesMembers that are party hereto, Inc. XxxXxxx, Inc., a Delaware corporation (f/k/a Swiftmerge Acquisition Corp.) (the “Managing MemberManager”), and each other Person as may become a Member from time to time in accordance with the terms of this Agreement and the Act.

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 27 82 Section 10.1 14.1 Actions and Consents of Members 27 82 Section 10.2 14.2 Amendments 82 Section 14.3 Procedures for Meetings and Actions of the Members 27 83 ARTICLE XI EXCHANGE RIGHTS 29 15. GENERAL PROVISIONS 84 Section 11.1 Elective 15.1 Redemption Rights of Qualifying Parties 84 Section 15.2 Addresses and Mandatory Exchanges 29 Notice 91 Section 11.2 Additional Terms Applying 15.3 Titles and Captions 91 Section 15.4 Further Action 91 Section 15.5 Binding Effect 92 Section 15.6 Waiver 92 Section 15.7 Counterparts 92 Section 15.8 Applicable Law; Consent to Exchanges 30 Jurisdiction; Jury Trial 92 Section 11.3 Exchange Consideration; Settlement 31 Section 11.4 Adjustment 32 Section 11.5 Class A Common Stock to Be Issued in Connection with an Exchange 32 Section 11.6 Withholding 32 Section 11.7 Tax Treatment 33 Section 11.8 Contribution by the Managing Member 33 ARTICLE XII MISCELLANEOUS 33 Section 12.1 Conclusive Nature of Determinations 33 Section 12.2 Company Counsel 33 Section 12.3 Appointment of Managing Member as Attorney-in-Fact 34 Section 12.4 15.9 Entire Agreement 34 93 Section 12.5 Further Assurances 35 15.10 Invalidity of Provisions 93 Section 12.6 Notices 35 15.11 Limitation to Preserve REIT Status 93 Section 12.7 Governing Law 36 15.12 No Partition 94 Section 12.8 Jurisdiction and Venue 36 Section 12.9 Equitable Remedies 36 Section 12.10 Construction 36 Section 12.11 Counterparts 37 Section 12.12 15.13 No Third-Party Beneficiaries 37 Rights Created Hereby 94 Section 12.13 Binding Effect 37 15.14 No Rights as Stockholders 95 Section 12.14 Severability 37 Section 12.15 Survival 37 ARTICLE XIII DEFINED TERMS 37 Section 13.1 Definitions 37 Section 13.2 Interpretation 46 15.15 Redemption Rights of the Company 95 Exhibit A EXAMPLES REGARDING ADJUSTMENT FACTOR A-2 Exhibit B NOTICE OF REDEMPTION B-1 Exhibit C MEMBER NOTICE OF LTIP CONVERSION ELECTION C-1 Exhibit D COMPANY NOTICE OF LTIP CONVERSION ELECTION D-1 Exhibit E SERIES A COMPANY PREFERRED UNIT DESIGNATION E-1 Exhibit F SERIES B COMPANY PREFERRED UNIT DESIGNATION F-1 Exhibit G SERIES C COMPANY PREFERRED UNIT DESIGNATION G-1 Exhibit H SERIES D COMPANY PREFERRED UNIT DESIGNATION H-1 Exhibit I SERIES E COMPANY PREFERRED UNIT DESIGNATION I-1 Exhibit J SERIES F COMPANY PREFERRED UNIT DESIGNATION J-1 Exhibit K SERIES G COMPANY PREFERRED UNIT DESIGNATION K-1 Exhibit L SERIES H COMPANY PREFERRED UNIT DESIGNATION I-1 Schedule I MEMBERS AND CAPITAL ACCOUNTS Sch. I-1 Schedule II SCHEDULE OF GROSS ASSET VALUES Sch. II-1 Schedule III FORMER NSAM UNITHOLDERS Sch. III-1 1 NSAM to provide list of NSAM Unitholders. THIS EIGHTH THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of RUBICON TECHNOLOGIESOF COLONY CAPITAL OPERATING COMPANY, LLC, a Delaware limited liability company (the “Company”), dated as of [●]January 10, 2017, is entered into by and among [the Persons listed on Schedule [●]] and Rubicon Technologies(i) Colony NorthStar, Inc. (the successor to CLNY (as defined below)) (“Managing MemberCLNS”), (ii) Colony Capital, LLC (“CC”), (iii) CCH Management Partners I, LLC (“CCH”), (iv) FHB Holding LLC (“FHB LLC”), (v) Xxxxxxx X. Xxxxxxxx (“Xxxxxxxx”), (vi) such Persons listed as Members in the Register and (vii) each other Person who at any time after the date hereof becomes a Member of the Company in accordance with the terms of this Agreement and the Act.

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 27 49 Section 10.1 13.1 Actions and Consents of Members 27 49 Section 10.2 13.2 Amendments 49 Section 13.3 Procedures for Meetings and Actions of the Members 27 49 ARTICLE XI EXCHANGE XIV REDEMPTION RIGHTS 29 51 Section 11.1 Elective and Mandatory Exchanges 29 14.1 Redemption Rights of Qualifying Parties 51 ARTICLE XV MISCELLANEOUS 53 Section 11.2 Additional Terms Applying to Exchanges 30 Section 11.3 Exchange Consideration; Settlement 31 Section 11.4 Adjustment 32 Section 11.5 Class A Common Stock to Be Issued in Connection with an Exchange 32 Section 11.6 Withholding 32 Section 11.7 Tax Treatment 33 Section 11.8 Contribution by the Managing Member 33 ARTICLE XII MISCELLANEOUS 33 Section 12.1 Conclusive Nature of Determinations 33 Section 12.2 15.1 Company Counsel 33 53 Section 12.3 15.2 Appointment of Managing Member as Attorney-in-Fact 34 54 Section 12.4 15.3 Company Name; Goodwill 54 Section 15.4 Accounting and Fiscal Year 55 Section 15.5 Entire Agreement 34 55 Section 12.5 15.6 Further Assurances 35 55 Section 12.6 15.7 Notices 35 55 Section 12.7 15.8 Governing Law 36 56 Section 12.8 15.9 Jurisdiction and Venue 36 56 Section 12.9 15.10 Equitable Remedies 36 56 Section 12.10 15.11 Construction 36 56 Section 12.11 15.12 Counterparts 37 56 Section 12.12 Third-15.13 Third Party Beneficiaries 37 56 Section 12.13 15.14 Binding Effect 37 57 Section 12.14 15.15 Severability 37 57 Section 12.15 15.16 Survival 37 ARTICLE XIII DEFINED TERMS 37 57 Section 13.1 Definitions 37 Section 13.2 Interpretation 46 THIS EIGHTH AMENDED 15.17 Anti-Money Laundering Representations and Undertakings 57 ANNEX A INITIAL COMPANY COMMON UNITS EXHIBIT A: NOTICE OF REDEMPTION EXHIBIT B: ANTI-MONEY LAUNDERING REPRESENTATIONS AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of RUBICON TECHNOLOGIES, LLC, a Delaware limited liability company (the “Company”), dated as of [●], is entered into by and among [the Persons listed on Schedule [●]] and Rubicon Technologies, Inc. (the “Managing Member”).UNDERTAKINGS

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 27 56 Section 10.1 14.1 Procedures for Actions and Consents of Members 27 56 Section 10.2 Procedures for Meetings 14.2 Amendments 56 Section 14.3 Actions and Actions Consents of the Members 27 56 ARTICLE XI EXCHANGE RIGHTS 29 15 GENERAL PROVISIONS 58 Section 11.1 Elective 15.1 Redemption Rights of Qualifying Parties 58 Section 15.2 Addresses and Mandatory Exchanges 29 Notice 60 Section 11.2 Additional Terms Applying 15.3 Titles and Captions 60 Section 15.4 Pronouns and Plurals 61 Section 15.5 Further Action 61 Section 15.6 Binding Effect 61 Section 15.7 Waiver 61 Section 15.8 Counterparts 61 Section 15.9 Applicable Law; Consent to Exchanges 30 Jurisdiction; Waiver of Jury Trial 61 Section 11.3 Exchange Consideration; Settlement 31 Section 11.4 Adjustment 32 Section 11.5 Class A Common Stock to Be Issued in Connection with an Exchange 32 Section 11.6 Withholding 32 Section 11.7 Tax Treatment 33 Section 11.8 Contribution by the Managing Member 33 ARTICLE XII MISCELLANEOUS 33 Section 12.1 Conclusive Nature of Determinations 33 Section 12.2 Company Counsel 33 Section 12.3 Appointment of Managing Member as Attorney-in-Fact 34 Section 12.4 15.10 Entire Agreement 34 62 Section 12.5 Further Assurances 35 15.11 Invalidity of Provisions 62 Section 12.6 Notices 35 15.12 Limitation to Preserve REIT Status 62 Section 12.7 Governing Law 36 15.13 No Partition 62 Section 12.8 Jurisdiction and Venue 36 Section 12.9 Equitable Remedies 36 Section 12.10 Construction 36 Section 12.11 Counterparts 37 Section 12.12 15.14 No Third-Party Beneficiaries 37 Rights Created Hereby 63 Section 12.13 Binding Effect 37 15.15 No Rights as Stockholders 63 ARTICLE 16 LTIP UNITS 63 Section 12.14 Severability 37 16.1 Designation 63 Section 12.15 Survival 37 16.2 Vesting 63 Section 16.3 Adjustments 64 Section 16.4 Distributions 64 Section 16.5 Allocations 65 Section 16.6 Transfers 65 Section 16.7 Redemption 65 Section 16.8 Legend 65 Section 16.9 Conversion to Common Units 65 Section 16.10 Voting 67 Section 16.11 Section 83 Safe Harbor 68 ARTICLE XIII DEFINED TERMS 37 17 CLASS L PREFERRED UNITS 68 Section 13.1 Definitions 37 17.1 Designation 68 Section 13.2 Interpretation 46 17.2 Distributions 68 Section 17.3 Liquidation Proceeds 69 Section 17.4 Ranking 69 Section 17.5 Voting Rights 69 Section 17.6 Transfer Restrictions 69 Section 17.7 No Sinking Fund 69 ARTICLE 18 CLASS M PREFERRED UNITS 70 Section 18.1 Designation 70 Section 18.2 Distributions 70 Section 18.3 Liquidation Proceeds 71 Section 18.4 Ranking 71 Section 18.5 Voting Rights 71 Section 18.6 Transfer Restrictions 71 Section 18.7 No Sinking Fund 71 ARTICLE 19 CLASS N PREFERRED UNITS 71 Section 19.1 Designation 71 Section 19.2 Distributions 71 Section 19.3 Liquidation Proceeds 72 Section 19.4 Ranking 73 Section 19.5 Voting Rights 73 Section 19.6 Transfer Restrictions 73 Section 19.7 No Sinking Fund Exhibit A EXAMPLES REGARDING ADJUSTMENT FACTOR A-1 Exhibit B NOTICE OF REDEMPTION B-1 Exhibit C CONVERSION NOTICE C-1 Exhibit D FORCED CONVERSION NOTICE D-1 THIS EIGHTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of RUBICON TECHNOLOGIESOF KIMCO REALTY OP, LLC, a Delaware limited liability company LLC (the “Company”), dated as of [●]January 2, 2024, (the “Effective Date”), is made and entered into by and among [KIMCO REALTY CORPORATION, a Maryland corporation (“Kimco”), as the Managing Member, and the Persons listed on Schedule [●]] and Rubicon Technologiesfrom time to time party hereto, Inc. (the “Managing Member”)as members.

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 27 64 Section 10.1 13.1 Actions and Consents of Members 27 64 Section 10.2 13.2 Amendments 64 Section 13.3 Procedures for Meetings and Actions of the Members 27 65 ARTICLE XI EXCHANGE XIV REDEMPTION RIGHTS 29 66 Section 11.1 Elective and Mandatory Exchanges 29 14.1 Redemption Rights of Qualifying Parties 66 ARTICLE XV MISCELLANEOUS 69 Section 11.2 Additional Terms Applying to Exchanges 30 Section 11.3 Exchange Consideration; Settlement 31 Section 11.4 Adjustment 32 Section 11.5 Class A Common Stock to Be Issued in Connection with an Exchange 32 Section 11.6 Withholding 32 Section 11.7 Tax Treatment 33 Section 11.8 Contribution by the Managing Member 33 ARTICLE XII MISCELLANEOUS 33 Section 12.1 Conclusive Nature of Determinations 33 Section 12.2 15.1 Company Counsel 33 69 Section 12.3 15.2 Appointment of Managing Member as Attorney-in-Fact 34 69 Section 12.4 15.3 Arbitration 70 Section 15.4 Company Name; Goodwill 71 Section 15.5 Accounting and Fiscal Year 71 Section 15.6 Entire Agreement 34 72 Section 12.5 15.7 Further Assurances 35 72 Section 12.6 15.8 Notices 35 72 Section 12.7 15.9 Governing Law 36 72 Section 12.8 Jurisdiction and Venue 36 15.10 Construction 72 Section 12.9 Equitable Remedies 36 Section 12.10 Construction 36 Section 12.11 Counterparts 37 Section 12.12 Third-Party Beneficiaries 37 Section 12.13 15.11 Binding Effect 37 72 Section 12.14 15.12 Severability 37 72 Section 12.15 15.13 Confidentiality 73 Section 15.14 Consent to Use of Name 75 Section 15.15 Consent by Spouse 76 Section 15.16 Counterparts 76 Section 15.17 Survival 37 ARTICLE XIII DEFINED TERMS 37 76 Section 13.1 Definitions 37 Section 13.2 Interpretation 46 15.18 Anti-Money Laundering Representations and Undertakings 76 EXHIBIT A: EXAMPLES REGARDING ADJUSTMENT FACTOR EXHIBIT B: NOTICE OF REDEMPTION EXHIBIT C: CONSENT BY SPOUSE EXHIBIT D: ANTI-MONEY LAUNDERING REPRESENTATIONS AND UNDERTAKINGS EXHIBIT E: EXCLUDED ASSETS THIS EIGHTH SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of RUBICON TECHNOLOGIESOF FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (the “Company”), dated as of [●], 201[_] (the “Effective Date”), is entered into by and among [GENESIS HEALTHCARE, INC., a Delaware corporation, as the Persons listed on Schedule [●]] and Rubicon Technologies, Inc. (the “Managing Member”, and each of the Non-Managing Members (as defined herein).