Common use of Rights and Duties of the Manager Clause in Contracts

Rights and Duties of the Manager. (a) The Company shall be a manager-managed limited liability company as set forth in Section 401 and Section 101 of the Delaware Act, and as otherwise provided in the Delaware Act. The initial manager of the Company shall be iCap Vault Management, LLC (the “Manager”). (b) Except as otherwise expressly provided in this Agreement or as required by the Delaware Act, the Manager shall have complete and exclusive discretion in the management and control of the affairs and business of the Company, and shall possess all powers necessary, convenient or appropriate to carrying out the purposes and business of the Company, including doing all things and taking all actions necessary to carry out the terms and provisions of this Agreement. Except as otherwise expressly provided in this Agreement, the Manager shall have, and shall have full authority in its discretion to exercise, on behalf of and in the name of the Company, all rights and powers of a “manager” of a limited liability company under the Delaware Act necessary or convenient to carry out the purposes of the Company. Any Person not a party to this Agreement dealing with the Company shall be entitled to rely conclusively upon the power and authority of the Manager to bind the Company in all respects, and to authorize the execution of any and all agreements, instruments and other writings on behalf of and in the name of the Company as and to the extent set forth in this Agreement. The Manager may be replaced by the affirmative vote of Members holding a majority of the Membership Interests. (c) Subject to the terms and conditions herein, all decisions regarding the management and operations of the Company shall be made by the Manager, provided, however, that the Manager may designate any Officers of the Company to have control or authority with respect to one or more decisions or areas of operation, and may include such limitations or restrictions on such power as they may deem reasonable. (d) The Manager shall, on behalf of the Company, directly, or indirectly through one or more Affiliates or third parties as described herein, engage and maintain personnel for the purpose of providing the following services (collectively, the “Services”) to the Company: (i) entity-level services for the Company, including: (A) evaluation and acquisitions of investments; (B) oversight and management of banking activities; (C) management of preparation and filing of Securities and Exchange Commission and other corporate filings; (D) financial, accounting and bookkeeping services, including retention of an auditor for the Company; (E) record-keeping, shareholder or Noteholder registrar and regulatory compliance, including Indenture Trustee, Collateral Agent, and Paying Agent services; (F) providing listing services, subject to the applicable law; (G) tax reporting services; (H) bxxx payment; (I) selecting and negotiating insurance coverage for the Company, including operational errors and omissions coverage and managers’ and officers’ coverage; (J) maintain the Company’s membership and Unit ledger and coordinating activities of the Company’s transfer agent, escrow agent and related parties; (K) software and technology services; and (ii) transactional, extraordinary or non-routine services, including: (A) legal and professional transactional services; (B) negotiation of terms of potential acquisition and sale of assets and the execution of documents related thereto; (C) obtaining appraisals and statements of condition in connection with a sale transaction relating to the assets of the Company; (D) other transaction-related services, cost, payments and expenditures relating to the assets of the Company or the Company; (E) administrative services in connection with liquidation or winding up of the Company; (F) managing litigation, judicial proceedings or arbitration, including the defense and or settlement of any claims; (G) other non-routine or extraordinary services; and (H) additional services as contemplated in Section 2.1(h). (e) The Manager shall, to the extent it determines that it would be advisable in connection with or incidental to the activities contemplated hereby, arrange for and coordinate the services of other professionals, experts and consultants to provide any or all of the Services, in which case, the costs and expenses of such third parties for providing such services shall be borne by the Manager other than as set forth herein; it being understood that the Manager shall not charge to the Company any fees in addition thereto with respect to such outsourced Services but the Manager shall be entitled to reimbursement for third party costs incurred in connection with such Services. (f) Notwithstanding the Services provided by the Manager pursuant to this Agreement and the fact that the Manager is the manager of the Company, the Manager shall be deemed to be an independent contractor with respect to the Services. (g) The obligations of the Manager to the Company are not exclusive. The Manager may, in its discretion, render the same or similar services as rendered to the Company to any Person or Persons whose business may be in direct or indirect competition with the Company, including other Affiliates of the Manager. (h) Nothing herein shall prevent the Manager from providing additional services not otherwise set forth herein, and any such additional Services shall be deemed to be included in Section 2.1(d).

Rights and Duties of the Manager. (a) The Company shall be a manager-managed limited liability company as set forth in Section 401 and Section 101 of the Delaware Act, and as otherwise provided in the Delaware Act. The initial manager of the Company shall be iCap Vault ManagementMasterworks Administrative Services, LLC (the “Manager”). (b) The Company shall enter into an administrative services agreement with the Manager in form and substance as reasonably determined by the Initial Member (the “Administrative Services Agreement”). Except as otherwise expressly provided in this Agreement or as required by the Delaware Act, the Manager shall have complete and exclusive discretion in the management and control of the affairs and business of the Company, and shall possess all powers necessary, convenient or appropriate to carrying out the purposes and business of the Company, including doing all things and taking all actions necessary to carry out the terms and provisions of this Agreement. Except as otherwise expressly provided in this Agreement, the Manager shall have, and shall have full authority in its discretion to exercise, on behalf of and in the name of the Company, all rights and powers of a “manager” of a limited liability company under the Delaware Act necessary or convenient to carry out the purposes of the Company, as further set forth in the Administrative Services Agreement. Any Person not a party to this Agreement dealing with the Company shall be entitled to rely conclusively upon the power and authority of the Manager to bind the Company in all respects, and to authorize the execution of any and all agreements, instruments and other writings on behalf of and in the name of the Company as and to the extent set forth in this Agreement. The Manager may be replaced by the affirmative vote of Members holding a majority of the Membership Interests. (c) Subject to the terms and conditions herein, all decisions regarding the management and operations of the Company shall be made by the Manager, provided, however, that the Manager may designate any Officers of the Company to have control or authority with respect to one or more decisions or areas of operation, and may include such limitations or restrictions on such power as they may deem reasonable. (d) The Manager shall, on behalf of the Company, directly, or indirectly through one or more Affiliates or third parties as described herein, engage and maintain personnel for the purpose of providing the following services (collectively, the “Services”) to the Company: (i) entity-level services for the Company, including: (A) evaluation and acquisitions of investments; (B) oversight and management of banking activities; (C) management of preparation and filing of Securities and Exchange Commission and other corporate filings; (D) financial, accounting and bookkeeping services, including retention of an auditor for the Company; (E) record-keeping, shareholder or Noteholder registrar and regulatory compliance, including Indenture Trustee, Collateral Agent, and Paying Agent services; (F) providing listing services, subject to the applicable law; (G) tax reporting services; (H) bxxx payment; (I) selecting and negotiating insurance coverage for the Company, including operational errors and omissions coverage and managers’ and officers’ coverage; (J) maintain the Company’s membership and Unit ledger and coordinating activities of the Company’s transfer agent, escrow agent and related parties; (K) software and technology services; and (ii) transactional, extraordinary or non-routine services, including: (A) legal and professional transactional services; (B) negotiation of terms of potential acquisition and sale of assets and the execution of documents related thereto; (C) obtaining appraisals and statements of condition in connection with a sale transaction relating to the assets of the Company; (D) other transaction-related services, cost, payments and expenditures relating to the assets of the Company or the Company; (E) administrative services in connection with liquidation or winding up of the Company; (F) managing litigation, judicial proceedings or arbitration, including the defense and or settlement of any claims; (G) other non-routine or extraordinary services; and (H) additional services as contemplated in Section 2.1(h). (e) The Manager shall, to the extent it determines that it would be advisable in connection with or incidental to the activities contemplated hereby, arrange for and coordinate the services of other professionals, experts and consultants to provide any or all of the Services, in which case, the costs and expenses of such third parties for providing such services shall be borne by the Manager other than as set forth herein; it being understood that the Manager shall not charge to the Company any fees in addition thereto with respect to such outsourced Services but the Manager shall be entitled to reimbursement for third party costs incurred in connection with such Services. (f) Notwithstanding the Services provided by the Manager pursuant to this Agreement and the fact that the Manager is the manager of the Company, the Manager shall be deemed to be an independent contractor with respect to the Services. (g) The obligations of the Manager to the Company are not exclusive. The Manager may, in its discretion, render the same or similar services as rendered to the Company to any Person or Persons whose business may be in direct or indirect competition with the Company, including other Affiliates of the Manager. (h) Nothing herein shall prevent the Manager from providing additional services not otherwise set forth herein, and any such additional Services shall be deemed to be included in Section 2.1(d).

Rights and Duties of the Manager. (a) The Company shall be a manager-managed limited liability company as set forth in Section 401 and Section 101 of the Delaware Act, and as otherwise provided in the Delaware Act. The initial manager of the Company shall be iCap Vault Management, LLC (the “Manager”). (b) Except as otherwise expressly provided in this Agreement or as required by the Delaware Act, the Manager shall have complete and exclusive discretion in the management and control of the affairs and business of the Company, and shall possess all powers necessary, convenient or appropriate to carrying out the purposes and business of the Company, including doing all things and taking all actions necessary to carry out the terms and provisions of this Agreement. Except as otherwise expressly provided in this Agreement, the Manager shall have, and shall have full authority in its discretion to exercise, on behalf of and in the name of the Company, all rights and powers of a “manager” of a limited liability company under the Delaware Act necessary or convenient to carry out the purposes of the Company. Any Person not a party to this Agreement dealing with the Company shall be entitled to rely conclusively upon the power and authority of the Manager to bind the Company in all respects, and to authorize the execution of any and all agreements, instruments and other writings on behalf of and in the name of the Company as and to the extent set forth in this Agreement. The Manager may be replaced by the affirmative vote of Members holding a majority of the Membership Interests. (c) Subject to the terms and conditions herein, all decisions regarding the management and operations of the Company shall be made by the Manager, provided, however, that the Manager may designate any Officers of the Company to have control or authority with respect to one or more decisions or areas of operation, and may include such limitations or restrictions on such power as they may deem reasonable. (d) The Manager shall, on behalf of the Company, shall directly, or indirectly through one or more Affiliates or third parties as described herein, engage and maintain personnel for the purpose of providing the following services (collectively, the “Services”) to the Company: (i) entity-level services for the Company, including: (A) evaluation and acquisitions of investments; (B) oversight and management of banking activities; (C) management of preparation and filing of Securities and Exchange Commission and other corporate filings; (D) financial, accounting and bookkeeping services, including retention of an auditor for the Company; (E) record-keeping, shareholder or Noteholder registrar and regulatory compliance, including Indenture Trustee, Collateral Agent, and Paying Agent services; (F) providing listing services, subject to the applicable law; (G) tax reporting services; (H) bxxx payment; (I) selecting and negotiating insurance coverage for the Company, including operational errors and omissions coverage and managers’ and officers’ coverage; (J) maintain the Company’s membership and Unit ledger and coordinating activities of the Company’s transfer agent, escrow agent and related parties; (K) software and technology services; and (ii) transactional, extraordinary or non-routine services, including: (A) legal and professional transactional services; (B) negotiation of terms of potential acquisition and sale of assets and the execution of documents related thereto; (C) obtaining appraisals and statements of condition in connection with a sale transaction relating to the assets of the Company; (D) other transaction-related services, cost, payments and expenditures relating to the assets of the Company or the Company; (E) administrative services in connection with liquidation or winding up of the Company; (F) managing litigation, judicial proceedings or arbitration, including the defense and or settlement of any claims; (G) other non-routine or extraordinary services; and (H) additional services as contemplated in Section 2.1(h). (e) The Manager shall, to the extent it determines that it would be advisable in connection with or incidental to the activities contemplated hereby, arrange for and coordinate the services of other professionals, experts and consultants to provide any or all of the Services, in which case, the costs and expenses of such third parties for providing such services shall be borne by the Manager other than as set forth herein; it being understood that the Manager shall not charge to the Company any fees in addition thereto with respect to such outsourced Services but the Manager shall be entitled to reimbursement for third party costs incurred in connection with such Services. (f) Notwithstanding the Services provided by the Manager pursuant to this Agreement and the fact that the Manager is the manager of the Company, the Manager shall be deemed to be an independent contractor with respect to the Services. (g) The obligations of the Manager to the Company are not exclusive. The Manager may, in its discretion, render the same or similar services as rendered to the Company to any Person or Persons whose business may be in direct or indirect competition with the Company, including other Affiliates of the Manager. (h) Nothing herein shall prevent the Manager from providing additional services not otherwise set forth herein, and any such additional Services shall be deemed to be included in Section 2.1(d).

Rights and Duties of the Manager. (a) The Company shall be a manager-managed limited liability company as set forth in Section 401 and Section 101 of the Delaware Act, and as otherwise provided in the Delaware Act. The initial manager of the Company shall be iCap Vault Management, LLC (the “Manager”). (b) Except as otherwise expressly provided in this Agreement or as required by the Delaware Act, the Manager shall have complete and exclusive discretion in the management and control of the affairs and business of the Company, and shall possess all powers necessary, convenient or appropriate to carrying out the purposes and business of the Company, including doing all things and taking all actions necessary to carry out the terms and provisions of this Agreement. Except as otherwise expressly provided in this Agreement, the Manager shall have, and shall have full authority in its discretion to exercise, on behalf of and in the name of the Company, all rights and powers of a “manager” of a limited liability company under the Delaware Act necessary or convenient to carry out the purposes of the Company. Any Person not a party to this Agreement dealing with the Company shall be entitled to rely conclusively upon the power and authority of the Manager to bind the Company in all respects, and to authorize the execution of any and all agreements, instruments and other writings on behalf of and in the name of the Company as and to the extent set forth in this Agreement. The Manager may be replaced by the affirmative vote of Members holding a majority of the Membership Interests. (c) Subject to the terms and conditions herein, all decisions regarding the management and operations of the Company shall be made by the Manager, provided, however, that the Manager may designate any Officers of the Company to have control or authority with respect to one or more decisions or areas of operation, and may include such limitations or restrictions on such power as they may deem reasonable. (d) The Manager shall, on behalf of the Company, shall directly, or indirectly through one or more Affiliates or third parties as described herein, engage and maintain personnel for the purpose of providing the following services (collectively, the “Services”) to the Company: (i) entity-level services for the Company, including: (A) evaluation and acquisitions of investments; (B) oversight and management of banking activities; (C) management of preparation and filing of Securities and Exchange Commission and other corporate filings; (D) financial, accounting and bookkeeping services, including retention of an auditor for the Company; (E) record-keeping, shareholder or Noteholder registrar and regulatory compliance, including Indenture Trustee, Collateral Agent, and Paying Agent services; (F) providing listing services, subject to the applicable law; (G) tax reporting services; (H) bxxx payment; (I) selecting and negotiating insurance coverage for the Company, including operational errors and omissions coverage and managers’ and officers’ coverage; (J) maintain the Company’s membership and Unit ledger and coordinating activities of the Company’s transfer agent, escrow agent and related parties; (K) software and technology services; and (ii) transactional, extraordinary or non-routine services, including: (A) legal and professional transactional services; (B) negotiation of terms of potential acquisition and sale of assets and the execution of documents related thereto; (C) negotiation of, and agreement to, terms of financing of the Company and its subsidiaries, including any capital raise through debt or equity, and any promissory note, line of credit, letter of credit, intercreditor agreement, and guaranty or encumbrance of the assets of the Company that may relate thereto; (D) obtaining appraisals and statements of condition in connection with a sale transaction relating to the assets of the Company; (DE) other transaction-related services, cost, payments and expenditures relating to the assets of the Company or the Company; (EF) administrative services in connection with liquidation or winding up of the Company; (FG) managing litigation, judicial proceedings or arbitration, including the defense and or settlement of any claims; (GH) other non-routine or extraordinary services; and (HI) additional services as contemplated in Section 2.1(h). (e) The Manager shall, to the extent it determines that it would be advisable in connection with or incidental to the activities contemplated hereby, arrange for and coordinate the services of other professionals, experts and consultants to provide any or all of the Services, in which case, the costs and expenses of such third parties for providing such services shall be borne by the Manager other than as set forth herein; it being understood that the Manager shall not charge to the Company any fees in addition thereto with respect to such outsourced Services but the Manager shall be entitled to reimbursement for third party costs incurred in connection with such Services. (f) Notwithstanding the Services provided by the Manager pursuant to this Agreement and the fact that the Manager is the manager of the Company, the Manager shall be deemed to be an independent contractor with respect to the Services. (g) The obligations of the Manager to the Company are not exclusive. The Manager may, in its discretion, render the same or similar services as rendered to the Company to any Person or Persons whose business may be in direct or indirect competition with the Company, including other Affiliates of the Manager. (h) Nothing herein shall prevent the Manager from providing additional services not otherwise set forth herein, and any such additional Services shall be deemed to be included in Section 2.1(d).

Rights and Duties of the Manager. (a) The Company shall be a manager-managed limited liability company as set forth in Section 401 business and Section 101 of the Delaware Act, and as otherwise provided in the Delaware Act. The initial manager affairs of the Company shall be iCap Vault Managementmanaged by or under the direction of the Manager, LLC which shall have the right, power and authority to exercise all of the powers of the Company, except as specifically set forth in this Agreement or required by non-waivable provisions of the Act or other applicable law, in the Manager’s sole and absolute discretion. Unitholders (in their respective capacities as such) shall have no right, power or authority to vote, consent or approve with respect to any Company matter not required pursuant to this Agreement to be submitted to such vote, consent or approval by the “Manager”)Unitholders. No Unitholder (in its capacity as such) shall have any right, power or authority to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company. (b) Except as otherwise expressly provided Each Unitholder acknowledges and agrees that the Manager, in its sole and absolute discretion, may take any of the following actions without obtaining any consent or approval of the Unitholders and any such decision shall be binding on such Unitholder and the Company and this Agreement clause (b) shall be evidence of each Unitholder’s consent with respect to such action: (i) approving a transaction which either does or as required by the Delaware Act, could reasonably be expected to constitute a conflict of interest transaction between the Manager shall have complete and exclusive discretion in the management and control (including any Manager Affiliate) or officer or manager of the affairs Company and business the Company, provided that such transaction is commercially reasonable and further provided that such transaction does not create adverse consequences as a transaction between related parties under or pursuant to the OZ Act; (ii) causing the Company to sell or otherwise dispose of all or substantially all of its assets, including the Company’s interest in any QOZP or causing all Unitholders to sell their Units pursuant to Section 8.6; (iii) causing the Company to enter into any merger, consolidation or similar transaction with any Person; (iv) causing the Company to compromise or settle any material claim by or against the Company; (v) approving the admission of an additional Unitholder or, subject to Section 4.3, approving the sale of additional Units; (vi) causing the Company to enter into any contractual arrangement, including any agreement with any Manager Affiliate; (vii) causing the dissolution, liquidation or winding up of the Company, and shall possess all powers necessary, convenient or appropriate to carrying out the purposes and business ; (viii) borrowing money on behalf of the Company, including doing all things establishing lines of credit in the name of the Company, and, in connection therewith, to execute and taking all actions necessary to carry out the terms and provisions of this Agreement. Except as otherwise expressly provided in this Agreement, the Manager shall have, and shall have full authority in its discretion to exercisedeliver for, on behalf of and in the name of the Company, all rights bonds, notes, pledges, security agreements, financing statements, profits interest agreements, assignments and other agreements and documents creating liens on, or granting security interests in or otherwise affecting, the assets and properties of the Company (any of which loan documents may contain confessions of judgment and powers of a “manager” of a limited liability company under the Delaware Act necessary attorney) including any interest in QOZP, and extensions, renewals and modifications thereof, and to prepay in whole or convenient to carry out the purposes in part, refinance, recast, increase, modify or extend any indebtedness of the Company. Any Person not a party to this Agreement dealing with the Company There shall be entitled to rely conclusively upon no limit on the power and authority amount of the Manager to bind the Company money that can be borrowed in all respects, and to authorize the execution of connection with any and all agreements, instruments and other writings on behalf of and in the name of the Company as and to the extent set forth in this Agreement. The Manager may be replaced by the affirmative vote of Members holding a majority of the Membership Interests. (c) Subject to the terms and conditions herein, all decisions regarding the management and operations of the Company shall be one investment made by the Manager, provided, however, that the Manager may designate any Officers of the Company to have control or authority with respect to one or more decisions or areas of operation, and may include such limitations or restrictions on such power as they may deem reasonable. (d) The Manager shall, on behalf of the Company, directly, or indirectly through one or more Affiliates or third parties as described herein, engage and maintain personnel for the purpose of providing the following services (collectively, the “Services”) to the Company: (i) entity-level services for the Company, including: (A) evaluation and acquisitions of investments; (B) oversight and management of banking activities; (C) management of preparation and filing of Securities and Exchange Commission and other corporate filings; (D) financial, accounting and bookkeeping services, including retention of an auditor for the Company; (E) record-keeping, shareholder or Noteholder registrar and regulatory compliance, including Indenture Trustee, Collateral Agent, and Paying Agent services; (F) providing listing services, subject to the applicable law; (G) tax reporting services; (H) bxxx payment; (I) selecting and negotiating insurance coverage for the Company, including operational errors and omissions coverage and managers’ and officers’ coveragein connection with any investment in QOZP; (Jix) maintain causing the Company’s membership Company to guarantee the debts or obligations of third parties that own real estate assets and Unit ledger and coordinating activities of in which entities the Company’s transfer agentFund has an interest, escrow agent and related partiesincluding any QOZP; (Kx) software holding, operating, managing and technology services; and (ii) transactional, extraordinary or non-routine services, including: (A) legal and professional transactional services; (B) negotiation of terms of potential acquisition and sale of assets and the execution of documents related thereto; (C) obtaining appraisals and statements of condition in connection otherwise dealing with a sale transaction relating to the assets of the Company; (D) other transaction-related services, cost, payments and expenditures relating to the assets of the Company or the Company; (E) administrative services in connection with liquidation or winding up of the Company; (F) managing litigation, judicial proceedings or arbitration, including the defense and or settlement of any claims; (G) other non-routine or extraordinary services; and (H) additional services as contemplated in Section 2.1(h). (e) The Manager shall, to the extent it determines that it would be advisable in connection with or incidental to the activities contemplated hereby, arrange for and coordinate the services of other professionals, experts and consultants to provide any or all of the Services, in which case, the costs and expenses of such third parties for providing such services shall be borne investments made by the Manager other than as set forth herein; it being understood that the Manager shall not charge to the Company any fees in addition thereto with respect to such outsourced Services but the Manager shall be entitled to reimbursement for third party costs incurred in connection with such Services. (f) Notwithstanding the Services provided by the Manager pursuant to this Agreement and the fact that the Manager is the manager of the Company, the Manager shall be deemed to be an independent contractor with respect to the Services. (g) The obligations of the Manager to the Company are not exclusive. The Manager may, in its discretion, render the same or similar services as rendered to the Company to any Person or Persons whose business may be in direct or indirect competition with the Company, including any investment in QOZP; (xi) certifying the Company as a “qualified opportunity fund” as defined in Code § 1400Z-2(d), and taking any actions or refraining from talking any actions to maintain, or attempt to maintain, the Company’s status as a “qualified opportunity fund;” (xii) taking any actions or refraining from taking any actions with the intent to address, reconcile, or comply with the OZ Act, or any related guidance (whether formal or informal); (xiii) taking any actions or refraining from taking any actions to prevent, or attempt to prevent, the undesired sale or exchange of any Units under Code § 1400Z-2(b)(1)(A) or any other Affiliates provision of the Manager.OZ Act and the applicable Treasury Regulations promulgated thereunder; or (hxiv) Nothing herein shall prevent the Manager from providing additional services not otherwise set forth herein, and any such additional Services shall be deemed to be included amending this Agreement in accordance with Section 2.1(d)14.12.

Rights and Duties of the Manager. (a) The Company shall be a manager-managed limited liability company as set forth in Section 401 business and Section 101 of the Delaware Act, and as otherwise provided in the Delaware Act. The initial manager affairs of the Company shall be iCap Vault Management, LLC (managed by its Manager in accordance with this Agreement. The Manager shall constitute the “manager” of the Company as contemplated under the Act. Except for situations in which the approval of the Member is expressly required in this Agreement or by nonwaivable provisions of the Act, all powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Manager”). (b) Except The Company will have one manager, which will be WILD Flavors, Inc. WILD shall continue as otherwise expressly provided in this Agreement or as required by the Delaware Act, the Manager shall have complete and exclusive discretion in the management and control of the affairs and business of Company for so long as the distribution agreement dated February 5, 2009, among Sunwin International Nutraceuticals, Inc., the Company, and shall possess all powers necessaryWILD remains in effect. For so long as WILD is the Manager, convenient or appropriate to carrying out the purposes and business of the Company, including doing all things and taking all actions necessary to carry out the terms and provisions of this Agreement. Except as otherwise expressly provided in this Agreement, the Manager shall have, and shall have full authority in its discretion to exercise, on behalf of and no increase in the name number of Managers shall be approved by the CompanyMembers nor shall any action be taken by the Members that would in any way terminate, all limit, or restrict the Manager’s authority and rights and powers of a “manager” of a limited liability company under the Delaware Act necessary or convenient to carry out the purposes of the Company. Any Person not a party to this Agreement dealing with without the Company shall be entitled to rely conclusively upon the power and authority prior written approval of the Manager to bind the Company in all respects, and to authorize the execution of any and all agreements, instruments and other writings on behalf of and in the name of the Company as and to the extent set forth in this Agreement. The Manager may be replaced by the affirmative vote of Members holding a majority of the Membership InterestsWILD. (c) Subject The Manager may resign at any time by delivering written notice to the terms Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. A Manager shall be deemed to have resigned effective upon the Incapacity or Disability of such Manager. (d) Except as the Members and conditions hereinthe Manager may unanimously otherwise agree, all decisions regarding the management and operations of Manager shall not be entitled to compensation from the Company shall be made by the for its services as Manager, provided, however, that nothing in this subsection shall be deemed to prevent the Manager may designate any Officers of the Company to have control or authority with respect to one or more decisions or areas of operation, and may include such limitations or restrictions on such power as they may deem reasonable. (d) The Manager shall, on behalf of the Company, directly, or indirectly through one or more Affiliates or third parties as described herein, engage and maintain personnel from being compensated for the purpose of providing the following services (collectively, the “Services”) to the Company: (i) entity-level services for the Company, including: (A) evaluation and acquisitions of investments; (B) oversight and management of banking activities; (C) management of preparation and filing of Securities and Exchange Commission and other corporate filings; (D) financial, accounting and bookkeeping services, including retention of an auditor for the Company; (E) record-keeping, shareholder or Noteholder registrar and regulatory compliance, including Indenture Trustee, Collateral Agent, and Paying Agent services; (F) providing listing services, subject to the applicable law; (G) tax reporting services; (H) bxxx payment; (I) selecting and negotiating insurance coverage for the Company, including operational errors and omissions coverage and managers’ and officers’ coverage; (J) maintain the Company’s membership and Unit ledger and coordinating activities of the Company’s transfer agent, escrow agent and related parties; (K) software and technology services; and (ii) transactional, extraordinary or non-routine services, including: (A) legal and professional transactional services; (B) negotiation of terms of potential acquisition and sale of assets and the execution of documents related thereto; (C) obtaining appraisals and statements of condition in connection with a sale transaction relating to the assets of the Company; (D) other transaction-related services, cost, payments and expenditures relating to the assets of the Company or the Company; (E) administrative services in connection with liquidation or winding up of the Company; (F) managing litigation, judicial proceedings or arbitration, including the defense and or settlement of any claims; (G) other non-routine or extraordinary services; and (H) additional services as contemplated in pursuant to Section 2.1(h)13.3, below. (e) The Manager shall, to To the extent it determines that it would be advisable in connection with not prohibited by this Agreement or incidental to the activities contemplated hereby, arrange for and coordinate the services of other professionals, experts and consultants to provide any or all by nonwaivable provisions of the ServicesAct or other federal, in which casestate or local laws, the costs Members hereby (i) agree and expenses acknowledge that any Member or Manager of such third parties for providing such services shall be borne by the Manager other than Company, as set forth herein; it being understood that the Manager shall not charge to applicable, who has a direct or indirect interest in a transaction involving the Company any fees in addition thereto with respect to such outsourced Services but the Manager shall be entitled to reimbursement for third party costs incurred vote on such transaction, regardless of such interest; and (ii) waives any objection it may have to the right of a Manager or Member to vote on a transaction involving the Company in connection with which such ServicesManager or Member has an interest. (f) Notwithstanding The Manager shall not have the Services provided by authority to make, alter, amend or rescind this Agreement. For so long as WILD is the Manager pursuant to Manager, the Members shall not make, alter, amend or rescind this Agreement and without the fact that the Manager is the manager of the Company, the Manager shall be deemed to be an independent contractor with respect to the Services. (g) The obligations of the Manager to the Company are not exclusive. The Manager may, in its discretion, render the same or similar services as rendered to the Company to any Person or Persons whose business may be in direct or indirect competition with the Company, including other Affiliates prior written approval of the Manager. (hg) Nothing herein shall prevent Neither the Manager from providing additional services not otherwise set forth hereinnor, and for so long as WILD is the Manager, the Members shall undertake the following without the prior written approval of the other: (i) causing the Company to dissolve or sell all or substantially all of its assets; (ii) causing the Company to enter into any such additional Services shall be deemed to be included in Section 2.1(d)merger, consolidation, joint venture or similar transaction with any Person; or (iii) making, altering, amending or rescinding the Company’s Certificate of Formation.

Rights and Duties of the Manager. (a) The Company shall be a manager-managed limited liability company as set forth in Section 401 business and Section 101 of the Delaware Act, and as otherwise provided in the Delaware Act. The initial manager affairs of the Company shall be iCap Vault Management, LLC (managed by its Manager in accordance with this Agreement. The Manager shall constitute the “manager” of the Company as contemplated under the Act. Except for situations in which the approval of the Member is expressly required in this Agreement or by nonwaivable provisions of the Act, all powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Manager”). (b) Except as otherwise expressly provided in this Agreement or as required by the Delaware ActThe Company will have one manager, the Manager shall have complete and exclusive discretion in the management and control of the affairs and business of the Companywhich will be Sunwin Stevia International, and shall possess all powers necessaryInc., convenient or appropriate to carrying out the purposes and business of the Company, including doing all things and taking all actions necessary to carry out the terms and provisions of this Agreement. Except as otherwise expressly provided in this Agreement, the Manager shall have, and shall have full authority in its discretion to exercise, on behalf of and in the name of the Company, all rights and powers of a “manager” of a limited liability company under the Delaware Act necessary or convenient to carry out the purposes of the Company. Any Person not a party to this Agreement dealing with the Company shall be entitled to rely conclusively upon the power and authority of the Manager to bind the Company in all respects, and to authorize the execution of any and all agreements, instruments and other writings on behalf of and in the name of the Company as and to the extent set forth in this Agreement. The Manager may be replaced by the affirmative vote of Members holding a majority of the Membership InterestsNevada corporation. (c) Subject The Manager may resign at any time by delivering written notice to the terms Company. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. A Manager shall be deemed to have resigned effective upon the Incapacity or Disability of such Manager. (d) Except as the Members and conditions hereinthe Manager may unanimously otherwise agree, all decisions regarding the management and operations of Manager shall not be entitled to compensation from the Company shall be made by the for its services as Manager, provided, however, that nothing in this subsection shall be deemed to prevent the Manager may designate any Officers of the Company from being compensated for additional services pursuant to have control or authority with respect to one or more decisions or areas of operationSection 13.3, and may include such limitations or restrictions on such power as they may deem reasonablebelow. (de) The To the extent not prohibited by this Agreement or by nonwaivable provisions of the Act or other federal, state or local laws, the Members hereby (i) agree and acknowledge that any Member or Manager shall, on behalf of the Company, directlyas applicable, who has a direct or indirectly through one indirect interest in a transaction involving the Company shall be entitled to vote on such transaction, regardless of such interest; and (ii) waives any objection it may have to the right of a Manager or more Affiliates Member to vote on a transaction involving the Company in which such Manager or third parties as described hereinMember has an interest. (f) The Manager shall not have the authority to make, engage and maintain personnel for alter, amend or rescind this Agreement. (g) Neither the purpose of providing Manager nor the Members shall undertake the following services (collectively, without the “Services”) to prior written approval of the Companyother: (i) entity-level services for causing the Company, including: (A) evaluation and acquisitions Company to dissolve or sell all or substantially all of investmentsits assets; (B) oversight and management of banking activities; (C) management of preparation and filing of Securities and Exchange Commission and other corporate filings; (D) financial, accounting and bookkeeping services, including retention of an auditor for the Company; (E) record-keeping, shareholder or Noteholder registrar and regulatory compliance, including Indenture Trustee, Collateral Agent, and Paying Agent services; (F) providing listing services, subject to the applicable law; (G) tax reporting services; (H) bxxx payment; (I) selecting and negotiating insurance coverage for the Company, including operational errors and omissions coverage and managers’ and officers’ coverage; (J) maintain the Company’s membership and Unit ledger and coordinating activities of the Company’s transfer agent, escrow agent and related parties; (K) software and technology services; and (ii) transactional, extraordinary or non-routine services, including: (A) legal and professional transactional services; (B) negotiation of terms of potential acquisition and sale of assets and the execution of documents related thereto; (C) obtaining appraisals and statements of condition in connection with a sale transaction relating to the assets of the Company; (D) other transaction-related services, cost, payments and expenditures relating to the assets of the Company or the Company; (E) administrative services in connection with liquidation or winding up of the Company; (F) managing litigation, judicial proceedings or arbitration, including the defense and or settlement of any claims; (G) other non-routine or extraordinary services; and (H) additional services as contemplated in Section 2.1(h). (e) The Manager shall, to the extent it determines that it would be advisable in connection with or incidental to the activities contemplated hereby, arrange for and coordinate the services of other professionals, experts and consultants to provide any or all of the Services, in which case, the costs and expenses of such third parties for providing such services shall be borne by the Manager other than as set forth herein; it being understood that the Manager shall not charge to the Company any fees in addition thereto with respect to such outsourced Services but the Manager shall be entitled to reimbursement for third party costs incurred in connection with such Services. (f) Notwithstanding the Services provided by the Manager pursuant to this Agreement and the fact that the Manager is the manager of the Company, the Manager shall be deemed to be an independent contractor with respect to the Services. (g) The obligations of the Manager to the Company are not exclusive. The Manager may, in its discretion, render the same or similar services as rendered to causing the Company to enter into any Person merger, consolidation, joint venture or Persons whose business may be in direct similar transaction with any Person; or (iii) making, altering, amending or indirect competition with rescinding the Company, including other Affiliates ’s Certificate of the ManagerFormation. (h) Nothing herein shall prevent the Manager from providing additional services not otherwise set forth herein, and any such additional Services shall be deemed to be included in Section 2.1(d).

Rights and Duties of the Manager. (a) The Company shall be a manager-managed limited liability company as set forth in Section 401 business and Section 101 of the Delaware Act, and as otherwise provided in the Delaware Act. The initial manager affairs of the Company shall be iCap Vault Managementmanaged by its Manager. The Manager shall direct, LLC (manage, and control the “business of the Company to the best of the Manager”). (b) 's ability. Except as otherwise for situations in which the approval of the Members is expressly provided required in this Agreement or as required by nonwaivable provisions of the Delaware Act, the Manager shall have full and complete authority, power, and exclusive discretion in the management to finance and control the Company's business, affairs, and properties, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the Company's management. By acceptance of the affairs position of Manager, each Manager agrees to be bound by and business of the Company, and shall possess all powers necessary, convenient or appropriate subject to carrying out the purposes and business of the Company, including doing all things and taking all actions necessary to carry out the terms and provisions of this Agreement. Except as otherwise expressly provided The above notwithstanding and subject to any limitations imposed on the Special Assets in this Agreement, the Manager shall have, and Settlement Trustee shall have full authority in its discretion the right to exercisedirect the Manager on the manner with which (i) to direct, manage and control the Special Assets, including subject to Article 20, decisions on behalf of and in the name selling, transferring or otherwise disposing of the CompanySpecial Assets and (ii) to direct manage and control any funds received by the Company with respect to the Special Assets. The Settlement Class Counsel shall have the right to direct the Manager on the manner with which to cast any vote associated with the Special Assets. (b) At any time when there is more than one Manager, all rights and powers any one Manager may take any action permitted to be taken by a Manager, unless the approval of a “manager” of a limited liability company under the Delaware Act necessary or convenient to carry out the purposes more than one of the Company. Any Person not a party Managers is expressly required pursuant to this Agreement dealing with or the Company shall be entitled to rely conclusively upon the power and authority of the Manager to bind the Company in all respects, and to authorize the execution of any and all agreements, instruments and other writings on behalf of and in the name of the Company as and to the extent set forth in this Agreement. The Manager may be replaced by the affirmative vote of Members holding a majority of the Membership InterestsAct. (c) Subject to the terms and conditions hereinof this Agreement, all decisions regarding X.X. Xxxxxxx will be the management and operations Company's Manager. The number of Managers of the Company shall be made fixed from time to time by the Manager, provided, however, that the Manager may designate any Officers affirmative vote of Common Members holding a majority of the Company to have control Common Interests, but in no instance shall there be less than one Manager. Each Manager shall hold office until such Manager resigns or authority with respect to one or more decisions or areas is removed for Cause. Managers shall be elected by the affirmative vote of operation, and may include such limitations or restrictions on such power as they may deem reasonableCommon Members holding a majority of the Common Interests. Managers need not be Members. (d) The Manager shallshall have the responsibility and authority to manage the operations and affairs of the Company. The Manager's duties shall encompass the following matters: (1) Acquiring property in the name of the Company; (2) Borrowing money for the Company from banks, other lending institutions, the Managers, Members, or their respective Affiliates, on such terms as the Manager deems appropriate, and in connection therewith, hypothecating, encumbering, and granting security interests in the Company's assets to secure repayment of the borrowed sums; PROVIDED, HOWEVER, that the Company may not encumber the Special Assets or borrow funds in an amount that would likely make the Special Assets subject to the claims of creditors; (3) Purchasing liability and other insurance to protect the Company's property and business; (4) Operating the Company's business in accordance with the purposes described in Article 4; (5) Selling or otherwise disposing of assets in the ordinary course of business other than the Special Assets; (6) Providing, or causing to be provided, accounting services, including payroll, invoice processing and check writing, tax deposits, financial statements and income tax filings; (7) Obtaining professional services for the Company, including legal and accounting services; (8) Executing on behalf of the Company all instruments and documents, including without limitation, checks; drafts; notes and other negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition mortgage or disposition of the Company's property; assignments; bills of sale; leases; contracts relating to the Company's business; and any other instruments or documents necessary in the Manager's opinion, to the Company business; (9) Entering into any and all other agreements on behalf of the Company, directlywith any other Person for any purpose in accordance with the Company's purposes, in such forms as the Manager approves; (10) Preparing, or indirectly through one causing to be prepared, and delivered to each Member the reports and other information described in Article 11; (11) Depositing the Company's funds in an account or more Affiliates accounts established or third parties designated according to Article 13 and authorizing withdrawals of such funds by such Persons, at such times, and in such amounts as described hereinthe Manager may designate, engage and maintain personnel pay out of the Company's funds any expenses necessary to discharge the Company obligations; (12) Reimbursing himself for expenses (provide the purpose reimbursement may not be out of providing Special Assets or funds received by the following Company with respect to Special Assets) incurred in discharging his responsibilities as the Manager, including, but not limited to, (i) all legal, accounting and other expenses of professional services (collectively, the “Services”) rendered to the Company: ; (iii) entity-level services for expenses connected directly with the acquisition, ownership, maintenance or disposition of the Company's assets; (iii) compensation and expenses of any employees or agents of the Company; (iv) travel expenses of the Company's employees and the Manager in connection with the Company's business; (v) insurance; and (vi) taxes on the Company's properties, including: (A) evaluation and acquisitions of investmentsso long as there is reasonable documentation for such expenses; (B13) oversight and management Incurring all reasonable expenditures in connection with the day-to-day operation of banking activitiesthe Company's business; (C14) management Making any and all elections for federal, state, and local tax purposes including, without limitation, if permitted by applicable law to adjust the basis of preparation the Company's property pursuant to IRC Sections 754, 734(b), and 743(b), or comparable provisions of state or local law, in connection with transfers of Interests in the Company and distributions of property by the Company; to the extent provided in IRC Section 6221 through 6231, representing the Company and the Members before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company and the Members; and filing any tax returns and to execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Members with respect to such tax matters or otherwise affect the rights of Securities the Company and Exchange Commission the Members. The Manager is specifically authorized to act as the "Tax Matters Partner" under the IRC and other corporate filingsin any similar capacity under state or local law; Notwithstanding the above, if the Manager is not a Member, then the Manager shall appoint a Member to act as the Company's "Tax Matters Partner"; (D15) financial, accounting Undertaking responsibility with respect to personnel and bookkeeping services, including retention of an auditor for the Companyemployment matters; (E16) recordUndertaking any additional responsibilities reasonably established by the Members from time-keeping, shareholder or Noteholder registrar and regulatory compliance, including Indenture Trustee, Collateral Agent, and Paying Agent servicesto-time; (F17) providing listing services, subject to the applicable law; (G) tax reporting services; (H) bxxx payment; (I) selecting and negotiating insurance coverage for the Company, including operational errors and omissions coverage and managers’ and officers’ coverage; (J) maintain the Company’s membership and Unit ledger and coordinating activities Making decisions on behalf of the Company’s transfer agent, escrow agent and related parties; Company as required by Article 16 (K) software and technology servicesunless the Manager's Interest is the subject of the transaction); and (ii18) transactionalExecuting, extraordinary or non-routine servicesacknowledging, including: (A) legal and professional transactional services; (B) negotiation of terms of potential acquisition delivering any and sale of assets all instruments to effectuate any and the execution of documents related thereto; (C) obtaining appraisals and statements of condition in connection with a sale transaction relating to the assets all of the Company; (D) other transaction-related services, cost, payments and expenditures relating to the assets of the Company or the Company; (E) administrative services in connection with liquidation or winding up of the Company; (F) managing litigation, judicial proceedings or arbitration, including the defense and or settlement of any claims; (G) other non-routine or extraordinary services; and (H) additional services as contemplated in Section 2.1(h)foregoing. (e) The Manager shallshall not have the authority, without the approval of the Common Members holding a majority of the Common Interests, to undertake the extent it determines following: (1) Causing a change in the nature of the Company's business; (2) Approving the admission of an additional Member or Manager; (3) Approving a transaction between the Company and the Manager or an Affiliate of the Manager or otherwise approving a transaction which might involve an actual or potential conflict of interest between the Manager and the Company or the Manager and the Members; (4) Encumbering the Company's assets; provided that it would be advisable in connection with under no circumstances may the Company encumber Special Assets; (5) Causing the Company to sell or incidental to the activities contemplated hereby, arrange for and coordinate the services otherwise dispose of other professionals, experts and consultants to provide any all or substantially all of the Servicesits assets; provided that, in which casesubject to Article 20, the costs and expenses Settlement Trustee shall have the sole authority on decisions to sell, transfer or otherwise dispose of such third parties for providing such services shall be borne by the Manager other than Special Assets; (6) Causing the Company to borrow money or guaranty any obligation, except in the ordinary course of business; or (7) Causing the Company to enter into any merger, consolidation, or similar transaction with any Person. Notwithstanding the above, the Company may sell, dispose or transfer the Special Assets only as set forth herein; it being understood that the Manager shall not charge to the Company any fees in addition thereto with respect to such outsourced Services but the Manager shall be entitled to reimbursement for third party costs incurred in connection with such ServicesArticle 20. (f) Notwithstanding the Services provided by the Manager pursuant to this Agreement and the fact that the Manager is the manager of the Company, the Manager shall be deemed to be an independent contractor with respect to the Services. (g) The obligations of the Manager to the Company are not exclusive. The Manager may, in its discretion, render the same or similar services as rendered to the Company to any Person or Persons whose business may be in direct or indirect competition with the Company, including other Affiliates of the Manager. (h) Nothing herein shall prevent the Manager from providing additional services not otherwise set forth herein, and any such additional Services shall be deemed to be included in Section 2.1(d).