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

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 54 Section 14.1 Procedures for Actions and Consents of Members 54 Section 14.2 Amendments 54 Section 14.3 Actions and Consents of the Members 55 ARTICLE 15 GENERAL PROVISIONS 56 Section 15.1 Redemption Rights of Qualifying Parties 56 Section 15.2 Addresses and Notice 59 Section 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 Jurisdiction; Waiver of Jury Trial 60 Section 15.10 Entire Agreement 60 Section 15.11 Invalidity of Provisions 60 Section 15.12 Limitation to Preserve REIT Status 60 Section 15.13 No Partition 61 Section 15.14 No Third-Party Rights Created Hereby 61 Section 15.15 No Rights as Stockholders 61 ARTICLE 16 LTIP UXXXX 00 Xxxxxxx 00.0 Designation 61 Section 16.2 Vesting 62 Section 16.3 Adjustments 62 Section 16.4 Distributions 63 Section 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 OPERATING AGREEMENT OF HEALTHPEAK OP, LLC (the “Company”), dated as of February 10, 2023, (the “Effective Date”), is made and entered into by and among HEALTHPEAK PROPERTIES, 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 54 37 Section 14.1 Procedures for 11.1 Actions and Consents of Members 54 37 Section 14.2 11.2 Amendments 54 37 Section 14.3 11.3 Procedures for Meetings and Actions and Consents of the Members 55 37 ARTICLE 15 GENERAL PROVISIONS 56 XII EXCHANGE RIGHTS 38 Section 15.1 Redemption Rights 12.1 Elective and Mandatory Exchanges 38 Section 12.2 Additional Terms Applying to Exchanges 40 Section 12.3 Exchange Consideration 42 Section 12.4 Adjustment 43 Section 12.5 Class A Common Stock to be Issued 43 Section 12.6 Withholding 44 Section 12.7 Tax Treatment 45 Section 12.8 Contribution of Qualifying Parties 56 the Managing Member 45 Section 15.2 Addresses 12.9 Apportionment of Distributions 45 ARTICLE XIII MISCELLANEOUS 46 Section 13.1 Conclusive Nature of Determinations 46 Section 13.2 Company Counsel 46 Section 13.3 Appointment of Managing Member as Attorney-in-Fact 46 Section 13.4 Entire Agreement 47 Section 13.5 Further Assurances 47 Section 13.6 Notices 47 Section 13.7 Governing Law 48 Section 13.8 Jurisdiction and Notice 59 Venue 48 Section 15.3 Titles and Captions 59 13.9 Equitable Remedies 49 Section 15.4 Pronouns and Plurals 59 13.10 Construction 49 Section 15.5 Further Action 59 13.11 Counterparts 49 Section 15.6 13.12 Third Party Beneficiaries 49 Section 13.13 Binding Effect 59 49 Section 15.7 Waiver 59 13.14 Severability 49 Section 15.8 Counterparts 60 13.15 Survival 49 ARTICLE XIV DEFINED TERMS 50 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver 14.1 Definitions 50 Section 14.2 Interpretation 62 THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Jury Trial 60 Section 15.10 Entire Agreement 60 Section 15.11 Invalidity of Provisions 60 Section 15.12 Limitation to Preserve REIT Status 60 Section 15.13 No Partition 61 Section 15.14 No Third-Party Rights Created Hereby 61 Section 15.15 No Rights as Stockholders 61 ARTICLE 16 LTIP UXXXX 00 Xxxxxxx 00.0 Designation 61 Section 16.2 Vesting 62 Section 16.3 Adjustments 62 Section 16.4 Distributions 63 Section 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 OPERATING AGREEMENT OF HEALTHPEAK OPVIANT TECHNOLOGY LLC, LLC a Delaware limited liability company (the “Company”), dated as of February 10, 2023, (the “Effective Date”)2021, is made and entered into by and among HEALTHPEAK PROPERTIESXxx Xxxxxxxxxx, INC.Xxxxx Xxxxxxxxxx, Four Brothers 2 LLC, and Viant Technology Equity Plan LLC (the “Initial Members”), and Viant Technology Inc., a Maryland Delaware 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 54 82 Section 14.1 Procedures for Actions and Consents of Members 54 82 Section 14.2 Amendments 54 82 Section 14.3 Procedures for Meetings and Actions and Consents of the Members 55 83 ARTICLE 15 15. GENERAL PROVISIONS 56 84 Section 15.1 Redemption Rights of Qualifying Parties 56 84 Section 15.2 Addresses and Notice 59 91 Section 15.3 Titles and Captions 59 91 Section 15.4 Pronouns and Plurals 59 Further Action 91 Section 15.5 Further Action 59 Binding Effect 92 Section 15.6 Binding Effect 59 Waiver 92 Section 15.7 Waiver 59 Counterparts 92 Section 15.8 Counterparts 60 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 60 92 Section 15.9 Entire Agreement 93 Section 15.10 Entire Agreement 60 Section 15.11 Invalidity of Provisions 60 93 Section 15.12 15.11 Limitation to Preserve REIT Status 60 93 Section 15.12 No Partition 94 Section 15.13 No Partition 61 Section 15.14 No Third-Party Rights Created Hereby 61 94 Section 15.15 15.14 No Rights as Stockholders 61 ARTICLE 16 LTIP UXXXX 00 Xxxxxxx 00.0 Designation 61 95 Section 16.2 Vesting 62 Section 16.3 Adjustments 62 Section 16.4 Distributions 63 Section 16.5 Allocations 63 Section 16.6 Transfers 64 Section 16.7 15.15 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 Rights of the Company 95 Exhibit A EXAMPLES REGARDING ADJUSTMENT FACTOR A-1 A-2 Exhibit B NOTICE OF REDEMPTION B-1 Exhibit C MEMBER NOTICE OF LTIP CONVERSION NOTICE ELECTION C-1 Exhibit D FORCED COMPANY NOTICE OF LTIP CONVERSION NOTICE ELECTION D-1 Exhibit E NON-REFERRAL SOURCE CERTIFICATION 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 OPERATING THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HEALTHPEAK OPCOLONY CAPITAL OPERATING COMPANY, LLC LLC, a Delaware limited liability company (the “Company”), dated as of February January 10, 2023, (the “Effective Date”)2017, is made and entered into by and among HEALTHPEAK PROPERTIES(i) Colony NorthStar, INC., a Maryland corporation 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 Managing Member, 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 Persons from time to time party hereto, as membersAct.

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 54 20 Section 14.1 Procedures for 10.1 Actions and Consents of Members 54 20 Section 14.2 Amendments 54 Section 14.3 10.2 Procedures for Meetings and Actions and Consents of the Members 55 ARTICLE 15 GENERAL PROVISIONS 56 20 Article XI. EXCHANGE RIGHTS 21 Section 15.1 Redemption Rights 11.1 Elective and Mandatory Exchanges 21 Section 11.2 Additional Terms Applying to Exchanges 22 Section 11.3 Exchange Consideration; Settlement 22 Section 11.4 Adjustment 23 Section 11.5 Class A Common Stock to Be Issued in Connection with an Exchange 23 Section 11.6 Tax Treatment 24 Section 11.7 Contribution by Manager 24 Section 11.8 Apportionment of Qualifying Parties 56 Distributions 24 Section 15.2 Addresses and Notice 59 11.9 Right of Manager to Acquire Exchangeable Units 24 Article XII. MISCELLANEOUS 24 Section 15.3 Titles and Captions 59 12.1 Conclusive Nature of Determinations 24 Section 15.4 Pronouns and Plurals 59 12.2 Company Counsel 24 Section 15.5 Further Action 59 12.3 Appointment of Manager as Attorney-in-Fact 25 Section 15.6 Binding Effect 59 Section 15.7 Waiver 59 Section 15.8 Counterparts 60 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 60 Section 15.10 12.4 Entire Agreement 60 25 Section 15.11 Invalidity of Provisions 60 12.5 Further Assurances 25 Section 15.12 Limitation to Preserve REIT Status 60 12.6 Notices 25 Section 15.13 No Partition 61 12.7 Governing Law 26 Section 15.14 No 12.8 Jurisdiction and Venue 26 Section 12.9 Equitable Remedies 26 Section 12.10 Construction 26 Section 12.11 Counterparts 26 Section 12.12 Third-Party Rights Created Hereby 61 Beneficiaries 27 Section 15.15 No Rights as Stockholders 61 ARTICLE 16 LTIP UXXXX 00 Xxxxxxx 00.0 Designation 61 12.13 Binding Effect 27 Section 16.2 Vesting 62 12.14 Severability 27 Section 16.3 Adjustments 62 12.15 Survival 27 Section 16.4 Distributions 63 12.16 Effect on Other Obligations of Members or the Company 27 Section 16.5 Allocations 63 12.17 Confidentiality 27 Section 16.6 Transfers 64 12.18 Creditors 28 Section 16.7 Redemption 64 12.19 WAIVER OF JURY TRIAL 28 Article XIII. DEFINED TERMS 28 Section 16.8 Legend 64 13.1 Definitions 28 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 13.2 Interpretation 34 THIS OPERATING AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HEALTHPEAK OP(this “Agreement”) of Swiftmerge HoldCo LLC, LLC a Delaware limited liability company (the “Company”), dated as of February 10[●], 2023, (the “Effective Date”)2024, is made and entered into by and among HEALTHPEAK PROPERTIESthe Members that are party hereto, INC.XxxXxxx, Inc., a Maryland Delaware corporation (f/k/a Swiftmerge Acquisition Corp.) (the “Managing MemberManager”), and each other Person as Managing Member, and the Persons may become a Member from time to time party hereto, as membersin accordance with the terms of this Agreement and the Act.

PROCEDURES FOR ACTIONS AND CONSENTS OF MEMBERS. AMENDMENTS; MEETINGS 54 56 Section 14.1 Procedures for Actions and Consents of Members 54 56 Section 14.2 Amendments 54 56 Section 14.3 Actions and Consents of the Members 55 56 ARTICLE 15 GENERAL PROVISIONS 56 58 Section 15.1 Redemption Rights of Qualifying Parties 56 58 Section 15.2 Addresses and Notice 59 60 Section 15.3 Titles and Captions 59 60 Section 15.4 Pronouns and Plurals 59 61 Section 15.5 Further Action 59 61 Section 15.6 Binding Effect 59 61 Section 15.7 Waiver 59 61 Section 15.8 Counterparts 60 61 Section 15.9 Applicable Law; Consent to Jurisdiction; Waiver of Jury Trial 60 61 Section 15.10 Entire Agreement 60 62 Section 15.11 Invalidity of Provisions 60 62 Section 15.12 Limitation to Preserve REIT Status 60 62 Section 15.13 No Partition 61 62 Section 15.14 No Third-Party Rights Created Hereby 61 63 Section 15.15 No Rights as Stockholders 61 63 ARTICLE 16 LTIP UXXXX 00 Xxxxxxx 00.0 UNITS 63 Section 16.1 Designation 61 63 Section 16.2 Vesting 62 63 Section 16.3 Adjustments 62 64 Section 16.4 Distributions 63 64 Section 16.5 Allocations 63 65 Section 16.6 Transfers 64 65 Section 16.7 Redemption 64 65 Section 16.8 Legend 64 65 Section 16.9 Conversion to Common Units 64 65 Section 16.10 Voting 66 67 Section 16.11 Section 83 Safe Harbor 66 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 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 OPERATING AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HEALTHPEAK KIMCO REALTY OP, LLC (the “Company”), dated as of February 10January 2, 20232024, (the “Effective Date”), is made and entered into by and among HEALTHPEAK PROPERTIES, INC.KIMCO REALTY CORPORATION, a Maryland corporation (the “Managing MemberKimco”), as the Managing Member, and the Persons from time to time party hereto, as members.