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

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. MEETINGS 32 Section 10.1 Actions and Consents of Members 32 Section 10.2 Procedures for Meetings and Actions of the Members 32 ARTICLE XI EXCHANGE RIGHTS 34 Section 11.1 Elective and Mandatory Exchanges 34 Section 11.2 Additional Terms Applying to Exchanges 34 Section 11.3 Exchange Consideration; Settlement 35 Section 11.4 Adjustment 36 Section 11.5 Class A Common Stock to Be Issued in Connection with an Exchange 37 Section 11.6 Tax Treatment 37 Section 11.7 Contribution by Manager 37 Section 11.8 Apportionment of Distributions 38 Section 11.9 Right of Manager to Acquire Exchangeable Units 38 ARTICLE XII MISCELLANEOUS 38 Section 12.1 Conclusive Nature of Determinations 38 Section 12.2 Company Counsel 38 Section 12.3 Appointment of Manager as Attorney-in-Fact 39 Section 12.4 Entire Agreement 39 Section 12.5 Further Assurances 40 Section 12.6 Notices 40 Section 12.7 Governing Law 40 Section 12.8 Jurisdiction and Venue 40 Section 12.9 Equitable Remedies 41 Section 12.10 Construction 41 Section 12.11 Counterparts 41 Section 12.12 Third-Party Beneficiaries 41 Section 12.13 Binding Effect 41 Section 12.14 Severability 41 Section 12.15 Survival 42 Section 12.16 Effect on Other Obligations of Members or the Company 42 Section 12.17 Confidentiality 42 Section 12.18 Creditors 43 Section 12.19 WAIVER OF JURY TRIAL 43 ARTICLE XIII DEFINED TERMS 43 Section 13.1 Definitions 43 Section 13.2 Interpretation 52 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ESGEN OPCO, LLC THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ESGEN OPCO, LLC, a Delaware limited liability company (the “Company”), dated as of [__], 2023, is entered into by and among the Members that are party hereto, [__], (f/k/a ESGEN Acquisition Corporation), a Delaware corporation (the “Manager”), and each other Person as may become a Member from time to time, pursuant to the provisions of this Agreement.

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 32 56 Section 10.1 14.1 Procedures for Actions and Consents of Members 32 56 Section 10.2 Procedures for Meetings 14.2 Amendments 56 Section 14.3 Actions and Actions Consents of the Members 32 56 ARTICLE XI EXCHANGE RIGHTS 34 15 GENERAL PROVISIONS 58 Section 11.1 Elective 15.1 Redemption Rights of Qualifying Parties 58 Section 15.2 Addresses and Mandatory Exchanges 34 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 34 Jurisdiction; Waiver of Jury Trial 61 Section 11.3 Exchange Consideration; Settlement 35 Section 11.4 Adjustment 36 Section 11.5 Class A Common Stock to Be Issued in Connection with an Exchange 37 Section 11.6 Tax Treatment 37 Section 11.7 Contribution by Manager 37 Section 11.8 Apportionment of Distributions 38 Section 11.9 Right of Manager to Acquire Exchangeable Units 38 ARTICLE XII MISCELLANEOUS 38 Section 12.1 Conclusive Nature of Determinations 38 Section 12.2 Company Counsel 38 Section 12.3 Appointment of Manager as Attorney-in-Fact 39 Section 12.4 15.10 Entire Agreement 39 62 Section 12.5 Further Assurances 40 15.11 Invalidity of Provisions 62 Section 12.6 Notices 40 15.12 Limitation to Preserve REIT Status 62 Section 12.7 Governing Law 40 15.13 No Partition 62 Section 12.8 Jurisdiction and Venue 40 Section 12.9 Equitable Remedies 41 Section 12.10 Construction 41 Section 12.11 Counterparts 41 Section 12.12 15.14 No Third-Party Beneficiaries 41 Rights Created Hereby 63 Section 12.13 Binding Effect 41 15.15 No Rights as Stockholders 63 ARTICLE 16 LTIP UNITS 63 Section 12.14 Severability 41 16.1 Designation 63 Section 12.15 Survival 42 16.2 Vesting 63 Section 12.16 Effect on Other Obligations of Members or the Company 42 16.3 Adjustments 64 Section 12.17 Confidentiality 42 16.4 Distributions 64 Section 12.18 Creditors 43 16.5 Allocations 65 Section 12.19 WAIVER 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 17 CLASS L PREFERRED UNITS 68 Section 17.1 Designation 68 Section 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 Exhibits List Exhibit A EXAMPLES REGARDING ADJUSTMENT FACTOR A-1 Exhibit B NOTICE OF JURY TRIAL 43 ARTICLE XIII DEFINED TERMS 43 Section 13.1 Definitions 43 Section 13.2 Interpretation 52 REDEMPTION B-1 Exhibit C CONVERSION NOTICE C-1 Exhibit D FORCED CONVERSION NOTICE D-1 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ESGEN OPCOKIMCO REALTY OP, LLC THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ESGEN OPCOOF KIMCO REALTY OP, LLC, a Delaware limited liability company LLC (the “Company”), dated as of [__]January 2, 20232024, (the “Effective Date”), is made and entered into by and among KIMCO REALTY CORPORATION, a Maryland corporation (“Kimco”), as the Members that are Managing Member, and the Persons from time to time party hereto, [__], (f/k/a ESGEN Acquisition Corporation), a Delaware corporation (the “Manager”), and each other Person as may become a Member from time to time, pursuant to the provisions of this Agreementmembers.

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. MEETINGS 32 27 Section 10.1 Actions and Consents of Members 32 27 Section 10.2 Procedures for Meetings and Actions of the Members 32 27 ARTICLE XI EXCHANGE RIGHTS 34 29 Section 11.1 Elective and Mandatory Exchanges 34 29 Section 11.2 Additional Terms Applying to Exchanges 34 30 Section 11.3 Exchange Consideration; Settlement 35 31 Section 11.4 Adjustment 36 32 Section 11.5 Class A Common Stock to Be Issued in Connection with an Exchange 37 32 Section 11.6 Withholding 33 Section 11.7 Tax Treatment 37 33 Section 11.7 11.8 Contribution by Manager 37 Section 11.8 Apportionment of Distributions 38 Section 11.9 Right of Manager to Acquire Exchangeable Units 38 the Managing Member 33 TABLE OF CONTENTS (continued) Page ARTICLE XII MISCELLANEOUS 38 33 Section 12.1 Conclusive Nature of Determinations 38 33 Section 12.2 Company Counsel 38 33 Section 12.3 Appointment of Manager Managing Member as Attorney-in-Fact 39 34 Section 12.4 Entire Agreement 39 35 Section 12.5 Further Assurances 40 35 Section 12.6 Notices 40 35 Section 12.7 Governing Law 40 36 Section 12.8 Jurisdiction and Venue 40 36 Section 12.9 Equitable Remedies 41 36 Section 12.10 Construction 41 37 Section 12.11 Counterparts 41 37 Section 12.12 Third-Party Beneficiaries 41 37 Section 12.13 Binding Effect 41 37 Section 12.14 Severability 41 37 Section 12.15 Survival 42 Section 12.16 Effect on Other Obligations of Members or the Company 42 Section 12.17 Confidentiality 42 Section 12.18 Creditors 43 Section 12.19 WAIVER OF JURY TRIAL 43 37 ARTICLE XIII DEFINED TERMS 43 37 Section 13.1 Definitions 43 37 Section 13.2 Interpretation 52 46 SCHEDULES Schedule 1 (Member Roll) Schedule 2.1(d)(ii) (Incentive Units) EIGHTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ESGEN OPCORUBICON TECHNOLOGIES HOLDINGS, LLC THIS EIGHTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ESGEN OPCORUBICON TECHNOLOGIES HOLDINGS, LLC, a Delaware limited liability company (the “Company”), dated as of [__]August 15, 20232022, is entered into by and among the Members that are party heretoPersons listed on Schedule 1 and Rubicon Technologies, [__], (f/k/a ESGEN Acquisition Corporation), a Delaware corporation Inc. (the “ManagerManaging Member”), and each other Person as may become a Member from time to time, pursuant to the provisions of this Agreement.

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 32 64 Section 10.1 13.1 Actions and Consents of Members 32 64 Section 10.2 13.2 Amendments 64 Section 13.3 Procedures for Meetings and Actions of the Members 32 65 ARTICLE XI EXCHANGE XIV REDEMPTION RIGHTS 34 66 Section 11.1 Elective and Mandatory Exchanges 34 14.1 Redemption Rights of Qualifying Parties 66 ARTICLE XV MISCELLANEOUS 69 Section 11.2 Additional Terms Applying to Exchanges 34 Section 11.3 Exchange Consideration; Settlement 35 Section 11.4 Adjustment 36 Section 11.5 Class A Common Stock to Be Issued in Connection with an Exchange 37 Section 11.6 Tax Treatment 37 Section 11.7 Contribution by Manager 37 Section 11.8 Apportionment of Distributions 38 Section 11.9 Right of Manager to Acquire Exchangeable Units 38 ARTICLE XII MISCELLANEOUS 38 Section 12.1 Conclusive Nature of Determinations 38 Section 12.2 15.1 Company Counsel 38 69 Section 12.3 15.2 Appointment of Manager Managing Member as Attorney-in-Fact 39 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 39 72 Section 12.5 15.7 Further Assurances 40 72 Section 12.6 15.8 Notices 40 72 Section 12.7 15.9 Governing Law 40 72 Section 12.8 Jurisdiction and Venue 40 15.10 Construction 72 Section 12.9 Equitable Remedies 41 Section 12.10 Construction 41 Section 12.11 Counterparts 41 Section 12.12 Third-Party Beneficiaries 41 Section 12.13 15.11 Binding Effect 41 72 Section 12.14 15.12 Severability 41 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 42 76 Section 12.16 Effect on Other Obligations of Members or the Company 42 Section 12.17 Confidentiality 42 Section 12.18 Creditors 43 Section 12.19 WAIVER 15.18 Anti-Money Laundering Representations and Undertakings 76 EXHIBIT A: EXAMPLES REGARDING ADJUSTMENT FACTOR EXHIBIT B: NOTICE OF JURY TRIAL 43 ARTICLE XIII DEFINED TERMS 43 Section 13.1 Definitions 43 Section 13.2 Interpretation 52 REDEMPTION EXHIBIT C: CONSENT BY SPOUSE EXHIBIT D: ANTI-MONEY LAUNDERING REPRESENTATIONS AND UNDERTAKINGS EXHIBIT E: EXCLUDED ASSETS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF ESGEN OPCOFC-GEN OPERATIONS INVESTMENT, LLC THIS SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of ESGEN OPCOOF FC-GEN OPERATIONS INVESTMENT, LLC, a Delaware limited liability company (the “Company”), dated as of [__●], 2023201[_] (the “Effective Date”), is entered into by and among the Members that are party heretoGENESIS HEALTHCARE, [__], (f/k/a ESGEN Acquisition Corporation)INC., a Delaware corporation (corporation, as the “Manager”)Managing Member, and each other Person of the Non-Managing Members (as may become a Member from time to time, pursuant to the provisions of this Agreementdefined herein).

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 32 82 Section 10.1 14.1 Actions and Consents of Members 32 82 Section 10.2 14.2 Amendments 82 Section 14.3 Procedures for Meetings and Actions of the Members 32 83 ARTICLE XI EXCHANGE RIGHTS 34 15. GENERAL PROVISIONS 84 Section 11.1 Elective 15.1 Redemption Rights of Qualifying Parties 84 Section 15.2 Addresses and Mandatory Exchanges 34 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 34 Jurisdiction; Jury Trial 92 Section 11.3 Exchange Consideration; Settlement 35 Section 11.4 Adjustment 36 Section 11.5 Class A Common Stock to Be Issued in Connection with an Exchange 37 Section 11.6 Tax Treatment 37 Section 11.7 Contribution by Manager 37 Section 11.8 Apportionment of Distributions 38 Section 11.9 Right of Manager to Acquire Exchangeable Units 38 ARTICLE XII MISCELLANEOUS 38 Section 12.1 Conclusive Nature of Determinations 38 Section 12.2 Company Counsel 38 Section 12.3 Appointment of Manager as Attorney-in-Fact 39 Section 12.4 15.9 Entire Agreement 39 93 Section 12.5 Further Assurances 40 15.10 Invalidity of Provisions 93 Section 12.6 Notices 40 15.11 Limitation to Preserve REIT Status 93 Section 12.7 Governing Law 40 15.12 No Partition 94 Section 12.8 Jurisdiction and Venue 40 Section 12.9 Equitable Remedies 41 Section 12.10 Construction 41 Section 12.11 Counterparts 41 Section 12.12 15.13 No Third-Party Beneficiaries 41 Rights Created Hereby 94 Section 12.13 Binding Effect 41 15.14 No Rights as Stockholders 95 Section 12.14 Severability 41 Section 12.15 Survival 42 Section 12.16 Effect on Other Obligations 15.15 Redemption Rights of Members or the Company 42 Section 12.17 Confidentiality 42 Section 12.18 Creditors 43 Section 12.19 WAIVER 95 Exhibit A EXAMPLES REGARDING ADJUSTMENT FACTOR A-2 Exhibit B NOTICE OF JURY TRIAL 43 ARTICLE XIII DEFINED TERMS 43 Section 13.1 Definitions 43 Section 13.2 Interpretation 52 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. THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ESGEN OPCOCOLONY CAPITAL OPERATING COMPANY, LLC THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ESGEN OPCOOF COLONY CAPITAL OPERATING COMPANY, LLC, a Delaware limited liability company (the “Company”), dated as of [__]January 10, 20232017, is entered into by and among the Members that are party hereto(i) Colony NorthStar, [__], Inc. (f/k/a ESGEN Acquisition Corporationsuccessor to CLNY (as defined below), a Delaware corporation ) (the “ManagerCLNS”), (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 as may become who at any time after the date hereof becomes a Member from time to time, pursuant to of the provisions Company in accordance with the terms of this AgreementAgreement and the Act.

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 32 68 Section 10.1 14.1 Procedures for Actions and Consents of Members 32 68 Section 10.2 Procedures for Meetings 14.2 Amendments 68 Section 14.3 Actions and Actions Consents of the Members 32 69 ARTICLE XI EXCHANGE RIGHTS 34 15 GENERAL PROVISIONS 70 Section 11.1 Elective 15.1 Exchange of OPEUs for OP Common Units 70 Section 15.2 Addresses and Mandatory Exchanges 34 Notice 71 Section 11.2 Additional Terms Applying 15.3 Titles and Captions 72 Section 15.4 Pronouns and Plurals 72 Section 15.5 Further Action 72 Section 15.6 Binding Effect 72 Section 15.7 Waiver 72 Section 15.8 Counterparts 72 Section 15.9 Applicable Law; Consent to Exchanges 34 Jurisdiction; Waiver of Jury Trial 73 Section 11.3 Exchange Consideration; Settlement 35 Section 11.4 Adjustment 36 Section 11.5 Class A Common Stock to Be Issued in Connection with an Exchange 37 Section 11.6 Tax Treatment 37 Section 11.7 Contribution by Manager 37 Section 11.8 Apportionment of Distributions 38 Section 11.9 Right of Manager to Acquire Exchangeable Units 38 ARTICLE XII MISCELLANEOUS 38 Section 12.1 Conclusive Nature of Determinations 38 Section 12.2 Company Counsel 38 Section 12.3 Appointment of Manager as Attorney-in-Fact 39 Section 12.4 15.10 Entire Agreement 39 73 Section 12.5 Further Assurances 40 15.11 Invalidity of Provisions 73 Section 12.6 Notices 40 15.12 No Partition 73 Section 12.7 Governing Law 40 Section 12.8 Jurisdiction and Venue 40 Section 12.9 Equitable Remedies 41 Section 12.10 Construction 41 Section 12.11 Counterparts 41 Section 12.12 15.13 No Third-Party Beneficiaries 41 Rights Created Hereby 74 Section 12.13 Binding Effect 41 15.14 No Rights as Unitholders 74 Section 12.14 Severability 41 Section 12.15 Survival 42 Section 12.16 Effect on Other Obligations of Members or the Company 42 Section 12.17 Confidentiality 42 Section 12.18 Creditors 43 Section 12.19 WAIVER OF JURY TRIAL 43 ARTICLE XIII DEFINED TERMS 43 Section 13.1 Definitions 43 Section 13.2 Interpretation 52 15.15 REIT Subsidiary Ownership Restrictions 74 Exhibits List Exhibit A EXAMPLES REGARDING ADJUSTMENT FACTOR A-1 Exhibit C UNIT DESIGNATION – SERIES A PREFERRED UNITS C-1 NINTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF ESGEN OPCOLINEAGE LOGISTICS HOLDINGS, LLC THIS NINTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of ESGEN OPCOOF Lineage Logistics Holdings, LLC, a Delaware limited liability company LLC (the “Company”), dated as of [____], 20232024 (the “Effective Date”), is made and entered into by and among the Members that are party heretoCompany, [__]Lineage OP, (f/k/a ESGEN Acquisition Corporation)LP, a Delaware corporation (Maryland limited partnership, as a member and as managing member of the “Manager”)Company, and each other Person the Persons identified as may become a Member from time to time, pursuant to the provisions Members on the books and records of this Agreementthe Company.

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 32 54 Section 10.1 14.1 Procedures for Actions and Consents of Members 32 54 Section 10.2 Procedures for Meetings 14.2 Amendments 54 Section 14.3 Actions and Actions Consents of the Members 32 55 ARTICLE XI EXCHANGE RIGHTS 34 15 GENERAL PROVISIONS 56 Section 11.1 Elective 15.1 Redemption Rights of Qualifying Parties 56 Section 15.2 Addresses and Mandatory Exchanges 34 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 34 Jurisdiction; Waiver of Jury Trial 60 Section 11.3 Exchange Consideration; Settlement 35 Section 11.4 Adjustment 36 Section 11.5 Class A Common Stock to Be Issued in Connection with an Exchange 37 Section 11.6 Tax Treatment 37 Section 11.7 Contribution by Manager 37 Section 11.8 Apportionment of Distributions 38 Section 11.9 Right of Manager to Acquire Exchangeable Units 38 ARTICLE XII MISCELLANEOUS 38 Section 12.1 Conclusive Nature of Determinations 38 Section 12.2 Company Counsel 38 Section 12.3 Appointment of Manager as Attorney-in-Fact 39 Section 12.4 15.10 Entire Agreement 39 60 Section 12.5 Further Assurances 40 15.11 Invalidity of Provisions 60 Section 12.6 Notices 40 15.12 Limitation to Preserve REIT Status 60 Section 12.7 Governing Law 40 15.13 No Partition 61 Section 12.8 Jurisdiction and Venue 40 Section 12.9 Equitable Remedies 41 Section 12.10 Construction 41 Section 12.11 Counterparts 41 Section 12.12 15.14 No Third-Party Beneficiaries 41 Rights Created Hereby 61 Section 12.13 Binding Effect 41 15.15 No Rights as Stockholders 61 ARTICLE 16 LTIP UXXXX 00 Xxxxxxx 00.0 Designation 61 Section 12.14 Severability 41 16.2 Vesting 62 Section 12.15 Survival 42 16.3 Adjustments 62 Section 12.16 Effect on Other Obligations of Members or the Company 42 16.4 Distributions 63 Section 12.17 Confidentiality 42 16.5 Allocations 63 Section 12.18 Creditors 43 16.6 Transfers 64 Section 12.19 WAIVER 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 Exhibits List Exhibit A EXAMPLES REGARDING ADJUSTMENT FACTOR A-1 Exhibit B NOTICE OF JURY TRIAL 43 ARTICLE XIII DEFINED TERMS 43 Section 13.1 Definitions 43 Section 13.2 Interpretation 52 AMENDED AND RESTATED LIMITED LIABILITY COMPANY REDEMPTION B-1 Exhibit C CONVERSION NOTICE C-1 Exhibit D FORCED CONVERSION NOTICE D-1 Exhibit E NON-REFERRAL SOURCE CERTIFICATION E-1 OPERATING AGREEMENT OF ESGEN OPCOHEALTHPEAK OP, LLC THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of ESGEN OPCOOF 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 Members that are party heretoHEALTHPEAK PROPERTIES, [__], (f/k/a ESGEN Acquisition Corporation)INC., a Delaware Maryland corporation (the “ManagerManaging Member”), as Managing Member, and each other Person as may become a Member the Persons from time to timetime party hereto, pursuant to the provisions of this Agreementas members.

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 32 37 Section 10.1 11.1 Actions and Consents of Members 32 37 Section 10.2 11.2 Amendments 37 Section 11.3 Procedures for Meetings and Actions of the Members 32 37 ARTICLE XI XII EXCHANGE RIGHTS 34 38 Section 11.1 12.1 Elective and Mandatory Exchanges 34 38 Section 11.2 12.2 Additional Terms Applying to Exchanges 34 40 Section 11.3 12.3 Exchange Consideration; Settlement 35 Consideration 42 Section 11.4 12.4 Adjustment 36 43 Section 11.5 12.5 Class A Common Stock to Be be Issued in Connection with an Exchange 37 43 Section 11.6 12.6 Withholding 44 Section 12.7 Tax Treatment 37 45 Section 11.7 12.8 Contribution by Manager 37 of the Managing Member 45 Section 11.8 12.9 Apportionment of Distributions 38 45 ARTICLE XIII MISCELLANEOUS 46 Section 11.9 Right of Manager to Acquire Exchangeable Units 38 ARTICLE XII MISCELLANEOUS 38 Section 12.1 13.1 Conclusive Nature of Determinations 38 46 Section 12.2 13.2 Company Counsel 38 46 Section 12.3 13.3 Appointment of Manager Managing Member as Attorney-in-Fact 39 46 Section 12.4 13.4 Entire Agreement 39 47 Section 12.5 13.5 Further Assurances 40 47 Section 12.6 13.6 Notices 40 47 Section 12.7 13.7 Governing Law 40 48 Section 12.8 13.8 Jurisdiction and Venue 40 48 Section 12.9 13.9 Equitable Remedies 41 49 Section 12.10 13.10 Construction 41 49 Section 12.11 13.11 Counterparts 41 49 Section 12.12 Third-13.12 Third Party Beneficiaries 41 49 Section 12.13 13.13 Binding Effect 41 49 Section 12.14 13.14 Severability 41 49 Section 12.15 13.15 Survival 42 Section 12.16 Effect on Other Obligations of Members or the Company 42 Section 12.17 Confidentiality 42 Section 12.18 Creditors 43 Section 12.19 WAIVER OF JURY TRIAL 43 49 ARTICLE XIII XIV DEFINED TERMS 43 50 Section 13.1 14.1 Definitions 43 50 Section 13.2 14.2 Interpretation 52 62 FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ESGEN OPCO, VIANT TECHNOLOGY LLC THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ESGEN OPCO, VIANT TECHNOLOGY LLC, a Delaware limited liability company (the “Company”), dated as of [__]February , 20232021, is entered into by and among Xxx Xxxxxxxxxx, Xxxxx Xxxxxxxxxx, Four Brothers 2 LLC, and Viant Technology Equity Plan LLC (the Members that are party hereto“Initial Members”), [__], (f/k/a ESGEN Acquisition Corporation)and Viant Technology Inc., a Delaware corporation (the “ManagerManaging Member”), and each other Person as may become a Member from time to time, pursuant to the provisions of this Agreement.