Common use of Section 704(c) Clause in Contracts

Section 704(c). In accordance with Code section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property Contributed to the capital of the Company shall, solely for tax purposes, be Allocated among the Members so as to take account of any variation between the adjusted basis of such Property to the Company for federal income tax purposes and its initial Gross Asset Value. In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent Allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such Allocations shall be made by the Managers in any manner that reasonably reflects the purpose and intention of this Operating Agreement, provided that the Company shall elect to apply the section 704(c) allocation method permitted by the Regulations under Code section 704(c). Allocations pursuant to this Article 5.5.2 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Profits, Net Losses, or other items, or Distributions pursuant to any provision of this Operating Agreement. EXHIBIT 2 to Offering Circular/Opening Night Enterprises, LLC/Operating Agreement 23

Section 704(c). In accordance with Code section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property Contributed to the capital of the Company shall, solely for tax purposes, be Allocated among the Members so as to take account of any variation between the adjusted basis of such Property to the Company for federal income tax purposes and its initial Gross Asset Value. In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent Allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such Allocations shall be made by the Managers in any manner that reasonably reflects the purpose and intention of this Operating Agreement, provided that the Company shall elect to apply the section 704(c) allocation method permitted by the Regulations under Code section 704(c). Allocations pursuant to this Article 5.5.2 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Profits, Net Losses, or other items, or Distributions pursuant to any provision of this Operating Agreement. EXHIBIT 2 to Offering Circular/Opening Night Enterprises, LLC/Operating Agreement 23Agreement

Section 704(c). In accordance with Code section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property Contributed to the capital of the Company shall, solely for tax purposes, be Allocated among the Members so as to take account of any variation between the adjusted basis of such Property to the Company for federal income tax purposes and its initial Gross Asset Value. In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent Allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code section 704(c) and the Regulations thereunder. Any elections or other decisions relating to such Allocations shall be made by the Managers in any manner that reasonably reflects the purpose and intention of this Operating Agreement, provided that the Company shall elect to apply the section 704(c) allocation method permitted by the Regulations under Code section 704(c). Allocations pursuant to this Article 5.5.2 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Profits, Net Losses, or other items, or Distributions pursuant to any provision of this Operating Agreement. EXHIBIT 2 to Offering Circular/Opening Night Enterprises, LLC/Operating Agreement 23- 11/30/2017