Common use of Unit Certificates Clause in Contracts

Unit Certificates. (a) The Board of Managers shall issue certificates for Units of the Company to each Member (unless such Member waives the certification requirement) and such certificates shall be in such form as approved by the Board of Managers (the “Unit Certificates”). The Unit Certificates shall be signed by one or more of the Managers. Any and all signatures on the Unit Certificates may be a facsimile and may be sealed with the seal of the Company or a facsimile thereof. If any Manager, officer, transfer agent, or registrar who has signed, or whose facsimile signature has been placed upon, a Unit Certificate has ceased to be such Manager, officer, transfer agent, or registrar before such certificate is issued, such certificate may be issued by the Company with the same effect as if he were such Manager, officer, transfer agent, or registrar at the date of issue. The Unit Certificates shall be consecutively numbered and shall be entered in the books of the Company as they are issued and shall exhibit the Member’s name and the number and type of Units. (b) The Managers may direct a new Unit Certificate or Certificates to be issued in place of a Unit Certificate or Certificates theretofore issued by the Company and alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the Unit Certificate or Certificates representing Units to be lost, stolen, or destroyed. When authorizing such issue of a new Unit Certificate or Certificates the Managers may, in their discretion and as a condition precedent to the issuance thereof, require the applicable Member and holder of such lost, stolen, or destroyed Unit Certificate or Certificates, or its legal representative, to advertise the same in such manner as it shall require or to give the Company a bond with a surety or sureties satisfactory to the Company in such sum as it may direct as indemnity against any claim, or expense resulting from a claim, that may be made against the Company in respect of the Unit Certificate or Certificates alleged to have been lost, stolen, or destroyed. (c) Each Unit shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”) and (ii) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be controlling. (d) The Unit Certificates will bear the following legend: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH AGREEMENT AND SUCH ACT OR SUCH LAWS.” (e) The Unit Certificates representing Preferred Units will have the following legend (in addition to the legend set forth in Section 3.05(d)). “THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND THE RIGHTS THEREUNDER ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME AND SHALL TERMINATE UPON THE PREFERRED REDEMPTION (AS DEFINED THEREIN).”

Unit Certificates. (a) The Board of Managers shall issue certificates for Units of the Company to each Member (unless such Member waives the certification requirement) and such certificates shall be in such form as approved by the Board of Managers (the “Unit Certificates”). The Unit Certificates shall be signed by one or more of the Managers. Any and all signatures on the Unit Certificates may be a facsimile and may be sealed with the seal of the Company or a facsimile thereof. If any Manager, officer, transfer agent, or registrar who has signed, or whose facsimile signature has been placed upon, a Unit Certificate has ceased to be such Manager, officer, transfer agent, or registrar before such certificate is issued, such certificate may be issued by the Company with the same effect as if he were such Manager, officer, transfer agent, or registrar at the date of issue. The Unit Certificates shall be consecutively numbered and shall be entered in the books of the Company as they are issued and shall exhibit the Member’s name and the number and type of Units. (b) The Managers may direct a new Unit Certificate or Certificates to be issued in place of a Unit Certificate or Certificates theretofore issued by the Company and alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the Unit Certificate or Certificates representing Units to be lost, stolen, or destroyed. When authorizing such issue of a new Unit Certificate or Certificates the Managers may, in their discretion and as a condition precedent to the issuance thereof, require the applicable Member and holder of such lost, stolen, or destroyed Unit Certificate or Certificates, or its legal representative, to advertise the same in such manner as it shall require or to give the Company a bond with a surety or sureties satisfactory to the Company in such sum as it may direct as indemnity against any claim, or expense resulting from a claim, that may be made against the Company in respect of the Unit Certificate or Certificates alleged to have been lost, stolen, or destroyed. (c) Each Unit shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”) and (ii) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be controlling. (d) The Unit Certificates will bear the following legend: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA ALICO HOLDINGS LLC IN EFFECT FROM TIME TO TIME, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH AGREEMENT AND SUCH ACT OR SUCH LAWS.” (e) The Unit Certificates representing Senior Preferred Units will have the following legend (in addition to the legend set forth in Section 3.05(d)). “THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND THE RIGHTS THEREUNDER ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA ALICO HOLDINGS LLC IN EFFECT FROM TIME TO TIME AND SHALL TERMINATE UPON THE SENIOR PREFERRED REDEMPTION (AS DEFINED THEREIN).” (f) The Unit Certificates representing Junior Preferred Units will have the following legend (in addition to the legend set forth in Section 3.05(d)). “THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND THE RIGHTS THEREUNDER ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF ALICO HOLDINGS LLC IN EFFECT FROM TIME TO TIME AND SHALL TERMINATE UPON THE JUNIOR PREFERRED REDEMPTION (AS DEFINED THEREIN).”

Unit Certificates. (a) The Board of Managers shall issue certificates for Units of the Company to each Member (unless such Member waives the certification requirement) and such certificates shall be in such form as approved by the Board of Managers (the “Unit Certificates”). The Unit Certificates shall be signed by one or more of the Managers. Any and all signatures on the Unit Certificates may be a facsimile and may be sealed with the seal of the Company or a facsimile thereof. If any Manager, officer, transfer agent, or registrar who has signed, or whose facsimile signature has been placed upon, a Unit Certificate has ceased to be such Manager, officer, transfer agent, or registrar before such certificate is issued, such certificate may be issued by the Company with the same effect as if he were such Manager, officer, transfer agent, or registrar at the date of issue. The Unit Certificates shall be consecutively numbered and shall be entered in the books of the Company as they are issued and shall exhibit the Member’s name and the number and type of Units. (b) The Managers may direct a new Unit Certificate or Certificates to be issued in place of a Unit Certificate or Certificates theretofore issued by the Company and alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the Unit Certificate or Certificates representing Units to be lost, stolen, or destroyed. When authorizing such issue of a new Unit Certificate or Certificates the Managers may, in their discretion and as a condition precedent to the issuance thereof, require the applicable Member and holder of such lost, stolen, or destroyed Unit Certificate or Certificates, or its legal representative, to advertise the same in such manner as it shall require or to give the Company a bond with a surety or sureties satisfactory to the Company in such sum as it may direct as indemnity against any claim, or expense resulting from a claim, that may be made against the Company in respect of the Unit Certificate or Certificates alleged to have been lost, stolen, or destroyed. (c) Each Unit shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”) and (ii) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be controlling. (d) The Unit Certificates will bear the following legend: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE GOVERNED BY THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIMEALICO HOLDINGS LLC, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH AGREEMENT AND SUCH ACT OR SUCH LAWS.” (ed) The Unit Certificates representing Senior Preferred Units will have the following legend (in addition to the legend set forth in Section 3.05(d3.05(c)). “THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND THE RIGHTS THEREUNDER ARE GOVERNED BY THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA ALICO HOLDINGS LLC IN EFFECT FROM TIME TO TIME AND SHALL TERMINATE UPON THE SENIOR PREFERRED REDEMPTION (AS DEFINED THEREIN)”. (e) The Unit Certificates representing Junior Preferred Units will have the following legend (in addition to the legend set forth in Section 3.05(c)). “THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND THE RIGHTS THEREUNDER ARE GOVERNED BY THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALICO HOLDINGS LLC AND SHALL TERMINATE UPON THE JUNIOR PREFERRED REDEMPTION (AS DEFINED THEREIN)”.

Unit Certificates. (a) The Board of Managers shall issue certificates for Units are securities governed by Article 8 of the Company to each Member (unless such Member waives the certification requirement) and such certificates shall be in such form as approved by the Board of Managers Uniform Commercial Code (the “Unit CertificatesUCC”), shall be represented by certificates and are “certificated securities” as defined in Article 8 of the UCC. The Unit Certificates Each such certificate shall be signed by one or more an officer of the Managers. Any and all signatures on Company, certifying the Unit Certificates may be a facsimile and may be sealed with the seal number of the Company or a facsimile thereof. If any Manager, officer, transfer agent, or registrar who has signed, or whose facsimile signature has been placed upon, a Unit Certificate has ceased to be such Manager, officer, transfer agent, or registrar before such certificate is issued, such certificate may be issued Units owned by the Company with holder of such Units and stating the same effect as if he were type and class of such Manager, officer, transfer agent, or registrar at the date Units. All certificates for each type and class of issue. The Unit Certificates Units shall be consecutively numbered or otherwise identified: The name of the Person to whom the Units represented thereby are issued, with the number, type and class of Units and date of issue, shall be entered in on the books of the Company and, until such Units are transferred on the books of the Company (including the Member Schedule), such Person shall be deemed to be the owner of such Units for all purposes. Units shall only be transferred on the books of the Company (including the Member Schedule) by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Company of the certificate(s) for such Units endorsed by the appropriate Person(s), with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as they are issued the Company may reasonably require, and accompanied by all necessary transfer stamps. In that event, provided all other conditions to transfer have been met, it shall exhibit be the Member’s name duty of the Company to issue a new certificate to the Person entitled thereto, cancel the old certificate(s), and record the number and type of Unitstransaction on its books (including the Member Schedule). (b) The Managers Any officer of the Company may direct a new Unit Certificate or Certificates certificate(s) to be issued in place of a Unit Certificate or Certificates theretofore any certificate(s) previously issued by the Company and alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the Unit Certificate or Certificates representing Units certificate to be lost, stolen, or destroyed. When authorizing such issue of a new Unit Certificate or Certificates the Managers certificate(s), such officer may, in their its discretion and as a condition precedent to the issuance thereof, require the applicable Member and holder owner of such lost, stolen, or destroyed Unit Certificate certificate(s); or Certificates, his or its her legal representative, to advertise the same in such manner as it shall require or to give the Company a bond with a surety or sureties satisfactory sufficient to indemnify the Company in such sum as it may direct as indemnity against any claim, or expense resulting from a claim, claim that may be made against the Company in respect on account of the Unit Certificate loss, theft or Certificates alleged to have been lost, stolen, or destroyed. (c) Each Unit shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”) and (ii) the corresponding provisions of the Uniform Commercial Code destruction of any other applicable jurisdiction that now such certificate or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference issuance of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be controllingnew certificate. (d) The Unit Certificates will bear the following legend: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH AGREEMENT AND SUCH ACT OR SUCH LAWS.” (e) The Unit Certificates representing Preferred Units will have the following legend (in addition to the legend set forth in Section 3.05(d)). “THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND THE RIGHTS THEREUNDER ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME AND SHALL TERMINATE UPON THE PREFERRED REDEMPTION (AS DEFINED THEREIN).”

Unit Certificates. (a) The Board of Managers shall issue certificates for Units are securities governed by Article 8 of the Company to each Member Uniform Commercial Code (unless such Member waives the certification requirement) and such certificates "UCC"), shall be represented by certificates and are "certificated securities" as defined in Article 8 of the UCC. Each such form as approved by the Board of Managers (the “Unit Certificates”). The Unit Certificates certificate shall be signed by one or more an officer of the Managers. Any and all signatures on Company, certifying the Unit Certificates may be a facsimile and may be sealed with the seal number of the Company or a facsimile thereof. If any Manager, officer, transfer agent, or registrar who has signed, or whose facsimile signature has been placed upon, a Unit Certificate has ceased to be such Manager, officer, transfer agent, or registrar before such certificate is issued, such certificate may be issued Units owned by the Company with holder of such Units and stating the same effect as if he were type and class of such Manager, officer, transfer agent, or registrar at the date Units. All certificates for each type and class of issue. The Unit Certificates Units shall be consecutively numbered or otherwise identified. The name of the Person to whom the Units represented thereby are issued, with the number, type and class of Units and date of issue, shall be entered in on the books of the Company and, until such Units are transferred on the books of the Company (including the Member Schedule), such Person shall be deemed to be the owner of such Units for all purposes. Units shall only be transferred on the books of the Company (including the Member Schedule) by the holder of record thereof or by such holder's attorney duly authorized in writing, upon surrender to the Company of the certificate(s) for such Units endorsed by the appropriate Person(s), with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as they are issued the Company may reasonably require, and accompanied by all necessary transfer stamps. In that event, provided all other conditions to transfer have been met, it shall exhibit be the Member’s name duty of the Company to issue a new certificate to the Person entitled thereto, cancel the old certificate(s), and record the number and type of Unitstransaction on its books (including the Member Schedule). (b) The Managers Any officer of the Company may direct a new Unit Certificate or Certificates certificate(s) to be issued in place of a Unit Certificate or Certificates theretofore any certificate(s) previously issued by the Company and alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the Unit Certificate or Certificates representing Units certificate to be lost, stolen, or destroyed. When authorizing such issue of a new Unit Certificate or Certificates the Managers certificate(s), such officer may, in their its discretion and as a condition precedent to the issuance thereof, require the applicable Member and holder owner of such lost, stolen, or destroyed Unit Certificate or Certificatescertificate(s), or its his or her legal representative, to advertise the same in such manner as it shall require or to give the Company a bond with a surety or sureties satisfactory sufficient to indemnify the Company in such sum as it may direct as indemnity against any claim, or expense resulting from a claim, claim that may be made against the Company in respect on account of the Unit Certificate loss, theft or Certificates alleged to have been lost, stolen, or destroyed. (c) Each Unit shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”) and (ii) the corresponding provisions of the Uniform Commercial Code destruction of any other applicable jurisdiction that now such certificate or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference issuance of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be controllingnew certificate. (d) The Unit Certificates will bear the following legend: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH AGREEMENT AND SUCH ACT OR SUCH LAWS.” (e) The Unit Certificates representing Preferred Units will have the following legend (in addition to the legend set forth in Section 3.05(d)). “THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND THE RIGHTS THEREUNDER ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME AND SHALL TERMINATE UPON THE PREFERRED REDEMPTION (AS DEFINED THEREIN).”

Unit Certificates. (a) The Board Units initially shall be uncertificated, provided that the General Partner may, in its sole discretion, elect to cause the Partnership to evidence ownership of Managers shall issue certificates for Units by issuing a certificate (each, a “Unit Certificate”) executed by appropriate officers of the Company Partnership or the General Partner certifying the number of Units owned by each Partner. The General Partner shall be permitted to each Member cause the Partnership to engage an administrative agent to maintain records of ownership of the Units and Equivalent Securities (unless such Member waives the certification requirementincluding any distributions, payments and/or interest with respect thereto) and such certificates shall be any and all changes in such ownership in book-entry form as approved by the Board of Managers (the “Unit Certificates”). The Unit Certificates shall be signed by one or more of the Managers. Any and all signatures on the Unit Certificates may be a facsimile and may be sealed with the seal of the Company or a facsimile thereof. If any Manager, officer, transfer agent, or registrar who has signed, or whose facsimile signature has been placed upon, a Unit Certificate has ceased such other procedures that it determines to be such Manager, officer, transfer agent, necessary or registrar before such certificate is issued, such certificate may be issued by the Company with the same effect as if he were such Manager, officer, transfer agent, or registrar at the date of issue. The Unit Certificates shall be consecutively numbered and shall be entered in the books of the Company as they are issued and shall exhibit the Member’s name and the number and type of Unitsappropriate. (b) The Managers may direct Notwithstanding anything to the contrary contained in this Agreement, in order to effect a valid Transfer of Units for which a Unit Certificate has been issued, prior to the effectiveness of such Transfer, the transferring Partner, as applicable, shall surrender the subject Unit Certificate to the Partnership together with a transfer power duly executed by the transferring Partner, as applicable, with the transferring Partner’s signature thereon guaranteed by a medallion stamp upon the General Partner’s request. Upon such compliance, surrender and delivery, the Partnership shall execute and deliver a new Unit Certificate or Certificates in the name of the assignee(s) and in the denominations specified in the Transfer documentation, and shall issue to the transferring Partner, as applicable, a new Unit Certificate evidencing the portion of the surrendered Unit Certificate, if any, not so Transferred, and the surrendered Unit Certificate shall promptly be issued cancelled. (c) The Partnership shall issue a new Unit Certificate in place of a any Unit Certificate or Certificates theretofore issued by the Company and it that is alleged to have been lost, stolen, stolen or destroyed, upon provided that as a condition precedent thereto the making General Partner may in its discretion require the Partner that is the record owner of an any allegedly lost, stolen or destroyed Unit Certificate to deliver to the Partnership a duly executed affidavit of that fact by loss and an agreement and/or a bond sufficient to indemnify the person claiming Partnership against any adverse claim in connection with the Unit Certificate or Certificates representing Units to be lost, stolen, or destroyed. When authorizing such issue issuance of a new Unit Certificate or Certificates the Managers may, in their discretion and as a condition precedent to the issuance thereof, require the applicable Member and holder of such lost, stolen, or destroyed Unit Certificate or Certificates, or its legal representative, to advertise the same in such manner as it shall require or to give the Company a bond with a surety or sureties satisfactory to the Company in such sum as it may direct as indemnity against any claim, or expense resulting from a claim, that may be made against the Company in respect of the Unit Certificate or Certificates alleged to have been lost, stolen, or destroyed. (c) Each Unit shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”) and (ii) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be controllingCertificate. (d) The Notwithstanding anything to the contrary contained in this Agreement, the General Partner and the Partnership shall be entitled to rely exclusively on record ownership of Units for which a Unit Certificate has been issued as evidenced by outstanding Unit Certificates will bear and the following legend: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIMEPartnership’s records thereof. The Partnership shall treat the record owner of a Unit Certificate as the holder of the Units evidenced thereby unless and until such Units have been Transferred in accordance with this Agreement, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH AGREEMENT AND SUCH ACT OR SUCH LAWSincluding Section 3.4.” (e) The Unit Certificates representing Preferred Units will have the following legend (in addition to the legend set forth in Section 3.05(d)). “THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND THE RIGHTS THEREUNDER ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME AND SHALL TERMINATE UPON THE PREFERRED REDEMPTION (AS DEFINED THEREIN).”

Unit Certificates. (a) The Board Ownership of Managers Units may, but need not, be evidenced by certificates similar to customary stock certificates. As of the date hereof, Units are uncertificated, but the Managing Member may determine to certificate all or any Units at any time by resolution thereof. In such event, the Managing Member shall issue prescribe the forms of certificates for to be issued by the Company including the forms of legends to be affixed thereto. Any such certificate shall be delivered by the Company to the applicable record owner of the Units represented by such certificate. Certificates evidencing Units shall provide that they are governed by Article 8 of the Uniform Commercial Code. Certificates need not bear a seal of the Company to each Member (unless such Member waives the certification requirement) and such certificates shall be in such form as approved by the Board of Managers (the “Unit Certificates”). The Unit Certificates but shall be signed by one the Chief Executive Officer, President, any Vice President or more of any other Person authorized by the ManagersManaging Member to sign such certificates who shall certify the Units represented by such certificate. Any and all signatures on In the Unit Certificates may be a facsimile and may be sealed with the seal of the Company or a facsimile thereof. If event any Manager, officer, transfer agent, or registrar Officer who has shall have signed, or whose facsimile signature has or signatures shall have been placed upon, a Unit Certificate has ceased any such certificate or certificates shall cease to be such Manager, officer, transfer agent, or registrar Officer before such certificate is issuedissued by the Company, such certificate may nevertheless be issued by the Company with the same effect as if he such person were such Manager, officer, transfer agent, or registrar Officer at the date of issue. The Unit Certificates shall be consecutively numbered and shall be entered in Managing Member may determine the books of the Company as they are issued and shall exhibit the Member’s name and the number and type of Units. (b) The Managers may direct conditions upon which a new Unit Certificate or Certificates to certificate may be issued in place of a Unit Certificate or Certificates theretofore issued by the Company and certificate which is alleged to have been lost, stolenstolen or destroyed and may, in its discretion, require the owner of such certificate or destroyedits Legal Representative to give bond, upon with sufficient surety, to indemnify the making Company against any and all losses or claims that may arise by reason of an affidavit the issuance of that fact by a new certificate in the person claiming place of the Unit Certificate or Certificates representing Units to be one so lost, stolen, stolen or destroyed. When authorizing such issue of Each certificate shall bear a new Unit Certificate or Certificates legend on the Managers may, in their discretion and as a condition precedent to the issuance thereof, require the applicable Member and holder of such lost, stolen, or destroyed Unit Certificate or Certificates, or its legal representative, to advertise the same in such manner as it shall require or to give the Company a bond with a surety or sureties satisfactory to the Company in such sum as it may direct as indemnity against any claim, or expense resulting from a claim, that may be made against the Company in respect of the Unit Certificate or Certificates alleged to have been lost, stolen, or destroyed. (c) Each Unit shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time to time reverse side thereof substantially in the State of Delaware (the “UCC”) and (ii) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be controlling. (d) The Unit Certificates will bear the following legend: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH AGREEMENT AND SUCH ACT OR SUCH LAWS.” (e) The Unit Certificates representing Preferred Units will have the following legend (form in addition to any other legend required by Law or by agreement with the legend set forth in Section 3.05(d)). “THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND THE RIGHTS THEREUNDER ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME AND SHALL TERMINATE UPON THE PREFERRED REDEMPTION (AS DEFINED THEREIN).”Company:

Unit Certificates. (a) The Board of Managers shall issue certificates for Units of the Company to each Member (unless such Member waives the certification requirement) and such certificates shall be in such form as approved by the Board of Managers (the “Unit Certificates”). The Unit Certificates shall be signed by one or more of the Managers. Any and all signatures on the Unit Certificates may be a facsimile and may be sealed with the seal of the Company or a facsimile thereof. If any Manager, officer, transfer agent, or registrar who has signed, or whose facsimile signature has been placed upon, a Unit Certificate has ceased to be such Manager, officer, transfer agent, or registrar before such certificate is issued, such certificate may be issued by the Company with the same effect as if he were such Manager, officer, transfer agent, or registrar at the date of issue. The Unit Certificates shall be consecutively numbered and shall be entered in the books of the Company as they are issued and shall exhibit the Member’s name and the number and type of Units. (b) The Managers may direct a new Unit Certificate or Certificates to be issued in place of a Unit Certificate or Certificates theretofore issued by the Company and alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the Unit Certificate or Certificates representing Units to be lost, stolen, or destroyed. When authorizing such issue of a new Unit Certificate or Certificates the Managers may, in their discretion and as a condition precedent to the issuance thereof, require the applicable Member and holder of such lost, stolen, or destroyed Unit Certificate or Certificates, or its legal representative, to advertise the same in such manner as it shall require or to give the Company a bond with a surety or sureties satisfactory to the Company in such sum as it may direct as indemnity against any claim, or expense resulting from a claim, that may be made against the Company in respect of the Unit Certificate or Certificates alleged to have been lost, stolen, or destroyed. (c) Each Unit shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”) and (ii) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be controlling. (d) The Unit Certificates will bear the following legend: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE GOVERNED BY THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME[ ] LLC, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH AGREEMENT AND SUCH ACT OR SUCH LAWS.” (ed) The Unit Certificates representing Preferred Units will have the following legend (in addition to the legend set forth in Section 3.05(d3.05(c)). “THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND THE RIGHTS THEREUNDER ARE GOVERNED BY THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA [ ] LLC IN EFFECT FROM TIME TO TIME AND SHALL TERMINATE UPON THE PREFERRED REDEMPTION (AS DEFINED THEREIN).”

Unit Certificates. (a) The Units initially shall be uncertificated, provided that the Board may, in its sole discretion, elect to cause the Company to evidence ownership of Managers shall issue certificates for Units by issuing a certificate (each, a “Unit Certificate”) executed by appropriate officers of the Company to each Member (unless such Member waives the certification requirement) and such certificates shall be in such form as approved by the Board of Managers (the “Unit Certificates”). The Unit Certificates shall be signed by one or more of the Managers. Any and all signatures on the Unit Certificates may be a facsimile and may be sealed with the seal of the Company or a facsimile thereof. If any Manager, officer, transfer agent, or registrar who has signed, or whose facsimile signature has been placed upon, a Unit Certificate has ceased to be such Manager, officer, transfer agent, or registrar before such certificate is issued, such certificate may be issued by the Company with the same effect as if he were such Manager, officer, transfer agent, or registrar at the date of issue. The Unit Certificates shall be consecutively numbered and shall be entered in the books of the Company as they are issued and shall exhibit the Member’s name and certifying the number and type of UnitsUnits owned by each Member. (b) The Managers may direct Notwithstanding anything to the contrary contained in this Agreement, in order to effect a valid Transfer of Units for which a Unit Certificate has been issued, prior to the effectiveness of such Transfer, the transferring Member, as applicable, shall surrender the subject Unit Certificate to the Company together with a transfer power duly executed by the transferring Member, as applicable, with the transferring Member’s signature thereon guaranteed by a medallion stamp upon the Board’s request. Upon such compliance, surrender and delivery, the Company shall execute and deliver a new Unit Certificate or Certificates in the name of the assignee(s) and in the denominations specified in the Transfer documentation, and shall issue to the transferring Member, as applicable, a new Unit Certificate evidencing the portion of the surrendered Unit Certificate, if any, not so Transferred, and the surrendered Unit Certificate shall promptly be issued cancelled. (c) The Company shall issue a new Unit Certificate in place of a any Unit Certificate or Certificates theretofore issued by the Company and it that is alleged to have been lost, stolen, stolen or destroyed, upon provided that as a condition precedent thereto the making Board may in its discretion require the Member that is the record owner of an any allegedly lost, stolen or destroyed Unit Certificate to deliver to the Company a duly executed affidavit of that fact by loss and an agreement and/or a bond sufficient to indemnify the person claiming Company against any adverse claim in connection with the Unit Certificate or Certificates representing Units to be lost, stolen, or destroyed. When authorizing such issue of a new Unit Certificate or Certificates the Managers may, in their discretion and as a condition precedent to the issuance thereof, require the applicable Member and holder of such lost, stolen, or destroyed Unit Certificate or Certificates, or its legal representative, to advertise the same in such manner as it shall require or to give the Company a bond with a surety or sureties satisfactory to the Company in such sum as it may direct as indemnity against any claim, or expense resulting from a claim, that may be made against the Company in respect of the Unit Certificate or Certificates alleged to have been lost, stolen, or destroyed. (c) Each Unit shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”) and (ii) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be controllingCertificate. (d) The Notwithstanding anything to the contrary contained in this Agreement, the Board and the Company shall be entitled to rely exclusively on record ownership of Units for which a Unit Certificate has been issued as evidenced by outstanding Unit Certificates will bear and the following legend: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH AGREEMENT AND SUCH ACT OR SUCH LAWSCompany’s records thereof. The Company shall treat the record owner of a Unit Certificate as the holder of the Units evidenced thereby unless and until such Units have been Transferred in accordance with this Agreement.” (e) The Unit Certificates representing Preferred Units will have the following legend (in addition to the legend set forth in Section 3.05(d)). “THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND THE RIGHTS THEREUNDER ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME AND SHALL TERMINATE UPON THE PREFERRED REDEMPTION (AS DEFINED THEREIN).”

Unit Certificates. (a) The Board of Managers shall issue certificates for All Units of the Company to each Member (unless such Member waives the certification requirement) and such certificates shall be in represented by certificates. Each such form as approved by the Board of Managers (the “Unit Certificates”). The Unit Certificates certificate shall be signed by one or more an officer of the Managers. Any and all signatures on Company, certifying the Unit Certificates may be a facsimile and may be sealed with the seal number of the Company or a facsimile thereof. If any Manager, officer, transfer agent, or registrar who has signed, or whose facsimile signature has been placed upon, a Unit Certificate has ceased to be such Manager, officer, transfer agent, or registrar before such certificate is issued, such certificate may be issued Units owned by the Company with holder of such Units and stating the same effect as if he were type, class and/or series of such Manager, officer, transfer agent, Units. All certificates for each type and class or registrar at the date series of issue. The Unit Certificates Units shall be consecutively numbered or otherwise identified. The name of the Person to whom the Units represented thereby are issued, the number, type and class or series of Units and date of issue, shall be entered in on the books of the Company and, until such Units are transferred on the books of the Company (including the Members Schedule), such Person shall be deemed to be the owner of such Units for all purposes. Units shall only be transferred on the books of the Company (including the Members Schedule) by the holder of record thereof, or by such holder's attorney duly authorized in writing, upon surrender to the Company of the certificate(s) for such Units endorsed by the appropriate Person(s), with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as they are issued the Company may reasonably require, and accompanied by all necessary transfer stamps. If all conditions to such a transfer have been met, it shall exhibit be the Member’s name duty of the Company to issue a new certificate to the Person entitled thereto, cancel the old certificate(s), and record the number and type of Unitstransaction on its books (including the Members Schedule). (b) The Managers Any officer of the Company may direct a new Unit Certificate or Certificates certificate(s) to be issued in place of a Unit Certificate or Certificates theretofore any certificate(s) previously issued by the Company and alleged to have been lost, stolen, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming the Unit Certificate or Certificates representing Units certificate to be lost, stolen, stolen or destroyed. When authorizing such issue issuance of a new Unit Certificate or Certificates the Managers certificate(s), such officer may, in their his or her discretion and as a condition precedent to the issuance thereofof such new certificate(s), require the applicable Member and holder owner of such lost, stolenstolen or destroyed certificate(s), or destroyed Unit Certificate his or Certificates, or its her legal representative, to advertise the same in such manner as it shall require or to give the Company a bond with a surety or sureties satisfactory sufficient to indemnify the Company in such sum as it may direct as indemnity against any claim, or expense resulting from a claim, claim that may be made against the Company in respect on account of such loss, theft or destruction or of the Unit Certificate or Certificates alleged to have been lost, stolen, or destroyedissuance of such new certificate. (c) Each Unit shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”) and (ii) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be controlling. (d) The Unit Certificates will bear the following legend: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH AGREEMENT AND SUCH ACT OR SUCH LAWS.” (e) The Unit Certificates representing Preferred Units will have the following legend (in addition to the legend set forth in Section 3.05(d)). “THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND THE RIGHTS THEREUNDER ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME AND SHALL TERMINATE UPON THE PREFERRED REDEMPTION (AS DEFINED THEREIN).”

Unit Certificates. (a) The Ownership of Units may, but need not, be evidenced by certificates similar to customary stock certificates. Initially, Units shall be uncertificated, but the Board may determine to certificate any or all Units at any time by resolution. In such event, the Board shall prescribe the forms of Managers shall issue certificates for to be issued by the Company, including the forms of legends to be affixed thereto and other information to be set forth thereon. Certificates evidencing Units will provide that they are governed by Article 8 of the Uniform Commercial Code. Certificates need not bear a seal of the Company to each Member (unless such Member waives the certification requirement) and such certificates shall be in such form as approved by the Board of Managers (the “Unit Certificates”). The Unit Certificates but shall be signed by one the Chief Executive Officer, President, any Vice President or more any other Person authorized by the Board to sign such certificates who shall certify the class and series of Units represented by such certificate. Ecosphere Energy Services, LLC Limited Liability Company Agreement 4 Certificates may denote the Percentage Interest applicable to the Units evidenced thereby. Books and records reflecting the record ownership of the Managers. Any and all signatures on Units shall be kept by the Unit Certificates may be a facsimile and may be sealed with secretary of the seal Company, if the Board has appointed such officer, or the other authorized person of the Company or a facsimile thereofperforming such duties. If In the event any Manager, officer, transfer agent, or registrar Officer who has shall have signed, or whose facsimile signature has or signatures shall have been placed upon, a Unit Certificate has any such certificate or certificates shall have ceased to be such Manager, officer, transfer agent, or registrar Officer before such certificate is issuedissued by the Company, such certificate may nevertheless be issued by the Company with the same effect as if he such person were such Manager, officer, transfer agent, or registrar Officer at the date of issue. The Unit Certificates shall be consecutively numbered and shall be entered in Board may determine the books of the Company as they are issued and shall exhibit the Member’s name and the number and type of Units. (b) The Managers may direct conditions upon which a new Unit Certificate or Certificates to certificate may be issued in place of a Unit Certificate or Certificates theretofore issued by the Company and certificate that is alleged to have been lost, stolenstolen or destroyed and may, in its discretion, require the owner of such certificate or destroyedits legal representative to give bond, upon with sufficient surety, to indemnify the making Company against any and all losses or claims that may arise by reason of an affidavit of that fact by the person claiming the Unit Certificate or Certificates representing Units to be lost, stolen, or destroyed. When authorizing such issue issuance of a new Unit Certificate or Certificates certificate in the Managers may, in their discretion and as a condition precedent to place of the issuance thereof, require the applicable Member and holder of such one so lost, stolen, or destroyed Unit Certificate or Certificates, or its legal representative, to advertise the same in such manner as it shall require or to give the Company a bond with a surety or sureties satisfactory to the Company in such sum as it may direct as indemnity against any claim, or expense resulting from a claim, that may be made against the Company in respect of the Unit Certificate or Certificates alleged to have been lost, stolen, stolen or destroyed. (cb) Each Unit Any certificate issued by the Company shall constitute bear a “security” within legend on the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time to time reverse side thereof substantially in the State of Delaware (the “UCC”) and (ii) the corresponding provisions of the Uniform Commercial Code of following form in addition to any other applicable jurisdiction that now legend required by Law or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be controlling. (d) The Unit Certificates will bear the following legendBoard: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME, HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERREDOFFERED OR SOLD, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH AGREEMENT AND SUCH UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH LAWS.” (e) The Unit Certificates representing Preferred Units will have the following legend (in addition to the legend set forth in Section 3.05(d)CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY MAY BE REQUIRED TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT). “THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS SET FORTH IN THE SECURITIES REPRESENTED BY THIS INSTRUMENT AMENDED AND THE RIGHTS THEREUNDER ARE GOVERNED BY THE RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT THE COMPANY, DATED AS OF JULY 15, 2009 (AS MAY BE AMENDED OR RESTATED FROM TIME TO TIME AND SHALL TERMINATE UPON TIME), A COPY OF WHICH MAY BE OBTAINED FROM THE PREFERRED REDEMPTION (AS DEFINED THEREIN)COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.”

Unit Certificates. (a) The Board Ownership of Managers Units may, but need not, be evidenced by certificates similar to customary stock certificates. As of the date hereof, Units are uncertificated, but the Managing Member or the Board, as applicable, may determine to certificate all or any Units at any time by resolution thereof. In such event, the Managing Member or the Board, as applicable, shall issue prescribe the forms of certificates for to be issued by the Company including the forms of legends to be affixed thereto. Any such certificate shall be delivered by the Company to the applicable record owner of the Units represented by such certificate. Certificates evidencing Units shall provide that they are governed by Article 8 of the Uniform Commercial Code. Certificates need not bear a seal of the Company to each Member (unless such Member waives the certification requirement) and such certificates shall be in such form as approved by the Board of Managers (the “Unit Certificates”). The Unit Certificates but shall be signed by one the Chief Executive Officer, President, any Vice President or more of any other Person authorized by the ManagersManaging Member or the Board, as applicable, to sign such certificates who shall certify the Units represented by such certificate. Any and all signatures on In the Unit Certificates may be a facsimile and may be sealed with the seal of the Company or a facsimile thereof. If event any Manager, officer, transfer agent, or registrar Officer who has shall have signed, or whose facsimile signature has or signatures shall have been placed upon, a Unit Certificate has ceased any such certificate or certificates shall cease to be such Manager, officer, transfer agent, or registrar Officer before such certificate is issuedissued by the Company, such certificate may nevertheless be issued by the Company with the same effect as if he such person were such Manager, officer, transfer agent, or registrar Officer at the date of issue. The Unit Certificates shall be consecutively numbered and shall be entered in Managing Member or the books of Board, as applicable, may determine the Company as they are issued and shall exhibit the Member’s name and the number and type of Units. (b) The Managers may direct conditions upon which a new Unit Certificate or Certificates to certificate may be issued in place of a Unit Certificate or Certificates theretofore issued by the Company and certificate which is alleged to have been lost, stolenstolen or destroyed and may, in its discretion, require the owner of such certificate or destroyedits Legal Representative to give bond, upon with sufficient surety, to indemnify the making Company against any and all losses or claims that may arise by reason of an affidavit the issuance of that fact by a new certificate in the person claiming place of the Unit Certificate or Certificates representing Units to be one so lost, stolen, stolen or destroyed. When authorizing such issue of Each certificate shall bear a new Unit Certificate or Certificates legend on the Managers may, in their discretion and as a condition precedent to the issuance thereof, require the applicable Member and holder of such lost, stolen, or destroyed Unit Certificate or Certificates, or its legal representative, to advertise the same in such manner as it shall require or to give the Company a bond with a surety or sureties satisfactory to the Company in such sum as it may direct as indemnity against any claim, or expense resulting from a claim, that may be made against the Company in respect of the Unit Certificate or Certificates alleged to have been lost, stolen, or destroyed. (c) Each Unit shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time to time reverse side thereof substantially in the State of Delaware (the “UCC”) and (ii) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be controlling. (d) The Unit Certificates will bear the following legend: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH AGREEMENT AND SUCH ACT OR SUCH LAWS.” (e) The Unit Certificates representing Preferred Units will have the following legend (form in addition to any other legend required by Law or by agreement with the legend set forth in Section 3.05(d)). “THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND THE RIGHTS THEREUNDER ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME AND SHALL TERMINATE UPON THE PREFERRED REDEMPTION (AS DEFINED THEREIN).”Company:

Unit Certificates. (a) The Board of Managers shall issue certificates for All Units of the Company to each Member (unless such Member waives the certification requirement) and such certificates shall be in represented by certificates. Each such form as approved by the Board of Managers (the “Unit Certificates”). The Unit Certificates certificate shall be signed by one or more an officer of the Managers. Any and all signatures on Company, certifying the Unit Certificates may be a facsimile and may be sealed with the seal number of the Company or a facsimile thereof. If any Manager, officer, transfer agent, or registrar who has signed, or whose facsimile signature has been placed upon, a Unit Certificate has ceased to be such Manager, officer, transfer agent, or registrar before such certificate is issued, such certificate may be issued Units owned by the Company with holder of such Units and stating the same effect as if he were type, class and/or Series of such Manager, officer, transfer agent, Units. All certificates for each type and class or registrar at the date Series of issue. The Unit Certificates Units shall be consecutively numbered or otherwise identified. The name of the Person to whom the Units represented thereby are issued, with the number, type and class or Series of Units and date of issue, shall be entered in on the books of the Company and, until such Units are transferred on the books of the Company (including the Members Schedule), such Person shall be deemed to be the owner of such Units for all purposes. Units shall only be Transferred on the books of the Company (including the Members Schedule) by the holder of record thereof or by such holder's attorney duly authorized in writing, upon surrender to the Company of the certificate(s) for such Units endorsed by the appropriate Person(s), with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as they are issued the Company may reasonably require, and accompanied by all necessary transfer stamps. In that event, provided all other conditions to Transfer have been met, it shall exhibit be the Member’s name duty of the Company to issue a new certificate to the Person entitled thereto, cancel the old certificate(s), and record the number and type of Unitstransaction on its books (including the Members Schedule). (b) The Managers Any officer of the Company may direct a new Unit Certificate or Certificates certificate(s) to be issued in place of a Unit Certificate or Certificates theretofore any certificate(s) previously issued by the Company and alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the Unit Certificate or Certificates representing Units certificate to be lost, stolen, or destroyed. When authorizing such issue of a new Unit Certificate or Certificates the Managers certificate(s), such officer may, in their its discretion and as a condition precedent to the issuance thereof, require the applicable Member and holder owner of such lost, stolen, or destroyed Unit Certificate or Certificatescertificate(s), or its his or her legal representative, to advertise the same in such manner as it shall require or to give the Company a bond with a surety or sureties satisfactory sufficient to indemnify the Company in such sum as it may direct as indemnity against any claim, or expense resulting from a claim, claim that may be made against the Company in respect on account of the Unit Certificate loss, theft or Certificates alleged to have been lost, stolen, or destroyed. (c) Each Unit shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”) and (ii) the corresponding provisions of the Uniform Commercial Code destruction of any other applicable jurisdiction that now such certificate or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference issuance of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be controllingnew certificate. (d) The Unit Certificates will bear the following legend: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH AGREEMENT AND SUCH ACT OR SUCH LAWS.” (e) The Unit Certificates representing Preferred Units will have the following legend (in addition to the legend set forth in Section 3.05(d)). “THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND THE RIGHTS THEREUNDER ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME AND SHALL TERMINATE UPON THE PREFERRED REDEMPTION (AS DEFINED THEREIN).”

Unit Certificates. (a) The Board Ownership of Managers Units may, but need not, be evidenced by certificates similar to customary stock certificates. As of the date hereof, Units are uncertificated, but the Managing Member or the Board, as applicable, may determine to certificate all or any Units at any time by resolution thereof. In such event, the Managing Member or the Board, as applicable, shall issue prescribe the forms of certificates for to be issued by the Company including the forms of legends to be affixed thereto. Any such certificate shall be delivered by the Company to the applicable record owner of the Units represented by such certificate. Certificates evidencing Units shall provide that they are governed by Article 8 of the Uniform Commercial Code. Certificates need not bear a seal of the Company to each Member (unless such Member waives the certification requirement) and such certificates shall be in such form as approved by the Board of Managers (the “Unit Certificates”). The Unit Certificates but shall be signed by one the Chief Executive Officer, President, any Vice President or more of any other Person authorized by the ManagersManaging Member or the Board, as applicable, to sign such certificates who shall certify the Units represented by such certificate. Any and all signatures on In the Unit Certificates may be a facsimile and may be sealed with the seal of the Company or a facsimile thereof. If event any Manager, officer, transfer agent, or registrar Officer who has shall have signed, or whose facsimile signature has or signatures shall have been placed upon, a Unit Certificate has ceased any such certificate or certificates shall cease to be such Manager, officer, transfer agent, or registrar Officer before such certificate is issuedissued by the Company, such certificate may nevertheless be issued by the Company with the same effect as if he such person were such Manager, officer, transfer agent, or registrar Officer at the date of issue. The Unit Certificates shall be consecutively numbered and shall be entered in Managing Member or the books of Board, as applicable, may determine the Company as they are issued and shall exhibit the Member’s name and the number and type of Units. (b) The Managers may direct conditions upon which a new Unit Certificate or Certificates to certificate may be issued in place of a Unit Certificate or Certificates theretofore issued by the Company and certificate which is alleged to have been lost, stolenstolen or destroyed and may, in its discretion, require the owner of such certificate or destroyedits Legal Representative to give bond, upon with sufficient surety, to indemnify the making Company against any and all losses or claims that may arise by reason of an affidavit the issuance of that fact by a new certificate in the person claiming place of the Unit Certificate or Certificates representing Units to be one so lost, stolen, stolen or destroyed. When authorizing such issue of Each certificate shall bear a new Unit Certificate or Certificates legend on the Managers may, in their discretion and as a condition precedent to the issuance thereof, require the applicable Member and holder of such lost, stolen, or destroyed Unit Certificate or Certificates, or its legal representative, to advertise the same in such manner as it shall require or to give the Company a bond with a surety or sureties satisfactory to the Company in such sum as it may direct as indemnity against any claim, or expense resulting from a claim, that may be made against the Company in respect of the Unit Certificate or Certificates alleged to have been lost, stolen, or destroyed. (c) Each Unit shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time to time reverse side thereof substantially in the State of Delaware (the “UCC”) and (ii) the corresponding provisions of the Uniform Commercial Code of following form in addition to any other applicable jurisdiction that now legend required by Law or hereafter substantially includes by agreement with the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be controlling. (d) The Unit Certificates will bear the following legendCompany: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT THE COMPANY, EFFECTIVE AS OF OCTOBER 1, 2011 (AS MAY BE AMENDED OR RESTATED FROM TIME TO TIME, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS AND A COPY OF WHICH MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH AGREEMENT AND SUCH ACT OR SUCH LAWSOBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.” (e) The Unit Certificates representing Preferred Units will have the following legend (in addition to the legend set forth in Section 3.05(d)). “THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND THE RIGHTS THEREUNDER ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME AND SHALL TERMINATE UPON THE PREFERRED REDEMPTION (AS DEFINED THEREIN).”

Unit Certificates. (a) The Board of Managers Company shall issue certificates for in respect of Units of in the Company to each Member (unless such Member waives the certification requirement) and such certificates shall be form set forth in such form as approved by the Board of Managers (the “Unit Certificates”). The Unit Certificates Annex A. Each certificate shall be signed by one or more a Manager and shall set forth the number of Units represented by such certificate and the name of the Managersowner thereof. Any and all signatures on the Unit Certificates any such certificates may be a facsimile and may be sealed with the seal of the Company or a facsimile thereoffacsimiles. If In case any Manager, officer, transfer agent, or registrar Manager who has signed, signed or whose facsimile signature has been placed upon, upon a Unit Certificate has certificate shall have ceased to be such Manager, officer, transfer agent, or registrar a Manager before such certificate is issued, such the certificate may be issued by the Company with the same effect as if he were such Manager, officer, transfer agent, or registrar a Manager at the date of issue. The Unit Certificates All certificates for Units shall be consecutively numbered or otherwise identified. The name of the Person to whom a certificate is issued and the number of Units represented thereby and date of issue shall be entered on the Register of Unit Certificates in the books form attached hereto as Schedule III (the “Register of Unit Certificates”) maintained by the Company at an address in the United States as may be determined by the Board of Managers. Any certificate issued in violation of the Company as they are issued and provisions of this Agreement shall exhibit the Member’s name and the number and type of Unitsbe void. (b) In the event Units are transferred and all conditions contained in Article XIII have been met, it shall be the duty of the Company to effect the transfer by appropriate entries on the Register of Members and the Register of Unit Certificates, issue a new certificate to the Person entitled thereto and cancel the old certificate(s). (c) The Board of Managers or any transfer agent of the Company may direct a one or more new Unit Certificate or Certificates certificate(s) representing Units of the Company to be issued in place of a Unit Certificate any certificate or Certificates certificates theretofore issued by the Company and Company, alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the Unit Certificate or Certificates representing Units certificate to be lost, stolen, or destroyed. When authorizing such issue of a new Unit Certificate certificate or Certificates certificates, the Board of Managers (or any transfer agent so authorized) may, in their its discretion and as a condition precedent to the issuance thereof, require the applicable Member and holder owner of such lost, stolen, or destroyed Unit Certificate certificate or Certificatescertificates, or its his legal representative, to advertise the same in such manner as it shall require or to give the Company a bond with a surety or sureties satisfactory to the Company in such sum as it may the Board of Managers (or any transfer agent so authorized) shall direct as indemnity to indemnify the Company against any claim, or expense resulting from a claim, claim that may be made against the Company in with respect of to the Unit Certificate or Certificates certificate alleged to have been lost, stolen, or destroyed. (c) Each Unit shall constitute a “security” within destroyed or the meaning ofissuance of such new certificates, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time such requirement may be general or confined to time in the State of Delaware (the “UCC”) and (ii) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be controllingspecific instances. (d) The Unit Certificates will bear the following legend: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH AGREEMENT AND SUCH ACT OR SUCH LAWS.” (e) The Unit Certificates representing Preferred Units will have the following legend (in addition to the legend set forth in Section 3.05(d)). “THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND THE RIGHTS THEREUNDER ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME AND SHALL TERMINATE UPON THE PREFERRED REDEMPTION (AS DEFINED THEREIN).”

Unit Certificates. (a) The Board Upon the issuance of Managers shall issue certificates for Units of Member Interests in the Company to each any Person in accordance with the provisions of this Agreement, the Company shall issue one or more nonnegotiable certificates in the name of such Person substantially in the form of Exhibit A to the Original Agreement (each, a “Unit Certificate”), which evidences the ownership of the Member (unless Interests of such Member waives the certification requirement) and Person. Each such certificates Unit Certificate shall be denominated in terms of the percentage of the Member Interests in the Company evidenced by such form as approved by the Board of Managers (the “Unit Certificates”). The Unit Certificates Certificate and shall be signed by one or more the Member on behalf of the Managers. Any and all signatures on the Unit Certificates may be a facsimile and may be sealed with the seal of the Company or a facsimile thereof. If any Manager, officer, transfer agent, or registrar who has signed, or whose facsimile signature has been placed upon, a Unit Certificate has ceased to be such Manager, officer, transfer agent, or registrar before such certificate is issued, such certificate may be issued by the Company with the same effect as if he were such Manager, officer, transfer agent, or registrar at the date of issue. The Unit Certificates shall be consecutively numbered and shall be entered in the books of the Company as they are issued and shall exhibit the Member’s name and the number and type of UnitsCompany. (b) The Managers may direct Company shall issue a new Unit Certificate or Certificates to be issued in place of a any Unit Certificate or Certificates theretofore previously issued if the holder of the Member Interests represented by such Unit Certificate, as reflected on the Company books and alleged records of the Company: (i) makes proof by affidavit, in form and substance satisfactory to have the Company, that such previously issued Unit Certificate has been lost, stolen, stolen or destroyed, upon ; (ii) requests the making of an affidavit of that fact by the person claiming the Unit Certificate or Certificates representing Units to be lost, stolen, or destroyed. When authorizing such issue issuance of a new Unit Certificate or Certificates before the Managers may, in their discretion and as a condition precedent to the issuance thereof, require the applicable Member and holder of Company has notice that such lost, stolen, or destroyed previously issued Unit Certificate or Certificateshas been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the Company, or its legal representative, delivers to advertise the same in such manner as it shall require or to give the Company a bond bond, in form and substance satisfactory to the Company, with a such surety or sureties satisfactory to as the Company in such sum as it may direct as indemnity direct, to indemnify the Company against any claim, or expense resulting from a claim, claim that may be made against the Company in respect on account of the alleged loss, destruction or theft of the previously issued Unit Certificate or Certificates alleged to have been lost, stolen, or destroyedCertificate; and (iv) satisfies any other reasonable requirements imposed by the Company. (c) Each Unit shall constitute Upon a “security” within Member’s transfer in accordance with the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”) and (ii) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement of any or all Member Interests represented by a Unit Certificate, the transferee of such Member Interests shall deliver such Unit Certificate to the contrary, to Company for cancellation (executed by such transferee on the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be controlling. (d) The Unit Certificates will bear the following legend: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”reverse side thereof), OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERREDand the Company shall thereupon issue a new Unit Certificate to such transferee for the percentage of Member Interests being transferred and, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH AGREEMENT AND SUCH ACT OR SUCH LAWSif applicable, cause to be issued to such Member a new Unit Certificate for that percentage of Member Interests in the Company that were represented by the canceled Unit Certificate and that are not being transferred.” (e) The Unit Certificates representing Preferred Units will have the following legend (in addition to the legend set forth in Section 3.05(d)). “THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND THE RIGHTS THEREUNDER ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME AND SHALL TERMINATE UPON THE PREFERRED REDEMPTION (AS DEFINED THEREIN).”

Unit Certificates. (a) The Board Upon the issuance of Managers shall issue certificates for Units of Member Interests in the Company to each any Person in accordance with the provisions of this Agreement, the Company shall issue one or more non-negotiable certificates in the name of such Person substantially in the form of Exhibit A hereto (each, a “Unit Certificate”), which evidences the ownership of the Member (unless Interests of such Member waives the certification requirement) and Person. Each such certificates Unit Certificate shall be denominated in terms of the percentage of the Member Interests in the Company evidenced by such form as approved by the Board of Managers (the “Unit Certificates”). The Unit Certificates Certificate and shall be signed by one or more the Member on behalf of the Managers. Any and all signatures on the Unit Certificates may be a facsimile and may be sealed with the seal of the Company or a facsimile thereof. If any Manager, officer, transfer agent, or registrar who has signed, or whose facsimile signature has been placed upon, a Unit Certificate has ceased to be such Manager, officer, transfer agent, or registrar before such certificate is issued, such certificate may be issued by the Company with the same effect as if he were such Manager, officer, transfer agent, or registrar at the date of issue. The Unit Certificates shall be consecutively numbered and shall be entered in the books of the Company as they are issued and shall exhibit the Member’s name and the number and type of UnitsCompany. (b) The Managers may direct Company shall issue a new Unit Certificate or Certificates to be issued in place of a any Unit Certificate or Certificates theretofore previously issued if the holder of the Member Interests represented by such Unit Certificate, as reflected on the Company books and alleged records of the Company: (i) makes proof by affidavit, in form and substance satisfactory to have the Company, that such previously issued Unit Certificate has been lost, stolen, stolen or destroyed, upon ; (ii) requests the making of an affidavit of that fact by the person claiming the Unit Certificate or Certificates representing Units to be lost, stolen, or destroyed. When authorizing such issue issuance of a new Unit Certificate or Certificates before the Managers may, in their discretion and as a condition precedent to the issuance thereof, require the applicable Member and holder of Company has notice that such lost, stolen, or destroyed previously issued Unit Certificate or Certificateshas been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the Company, or its legal representative, delivers to advertise the same in such manner as it shall require or to give the Company a bond bond, in form and substance satisfactory to the Company, with a such surety or sureties satisfactory to as the Company in such sum as it may direct as indemnity direct, to indemnify the Company against any claim, or expense resulting from a claim, claim that may be made against the Company in respect on account of the alleged loss, destruction or theft of the previously issued Unit Certificate or Certificates alleged to have been lost, stolen, or destroyedCertificate; and (iv) satisfies any other reasonable requirements imposed by the Company. (c) Each Unit shall constitute Upon a “security” within Member’s transfer in accordance with the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”) and (ii) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement of any or all Member Interests represented by a Unit Certificate, the transferee of such Member Interests shall deliver such Unit Certificate to the contrary, to Company for cancellation (executed by such transferee on the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be controlling. (d) The Unit Certificates will bear the following legend: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”reverse side thereof), OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERREDand the Company shall thereupon issue a new Unit Certificate to such transferee for the percentage of Member Interests being transferred and, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH AGREEMENT AND SUCH ACT OR SUCH LAWSif applicable, cause to be issued to such Member a new Unit Certificate for that percentage of Member Interests in the Company that were represented by the canceled Unit Certificate and that are not being transferred.” (e) The Unit Certificates representing Preferred Units will have the following legend (in addition to the legend set forth in Section 3.05(d)). “THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND THE RIGHTS THEREUNDER ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME AND SHALL TERMINATE UPON THE PREFERRED REDEMPTION (AS DEFINED THEREIN).”

Unit Certificates. ‌ (a) The Ownership of Units may, but need not, be evidenced by certificates similar to customary stock certificates. Initially, Units shall be uncertificated, but the Board may determine to certificate all or any Units at any time. In such event, the Board shall prescribe the forms of Managers certificates to be issued by the Company including the forms of legends to be affixed thereto. Any such certificate shall issue certificates for be delivered by the Company or its designee to the applicable record owner of the Units represented by such certificate. Certificates evidencing Units will provide that they are governed by Article 8 of the Uniform Commercial Code. Certificates need not bear a seal of the Company to each Member (unless such Member waives the certification requirement) and such certificates shall be in such form as approved by the Board of Managers (the “Unit Certificates”). The Unit Certificates but shall be signed by one or more any Person authorized by the Board to sign such certificates who shall certify the Units represented by such certificate. Books and records reflecting the record ownership of the Managers. Any and all signatures on the Unit Certificates may Units shall be a facsimile and may be sealed with the seal of kept by the Company or a facsimile thereofits designee. If In the‌ event any Manager, officer, transfer agent, or registrar Officer who has shall have signed, or whose facsimile signature has or signatures shall have been placed upon, a Unit Certificate has any such certificate or certificates shall have ceased to be such Manager, officer, transfer agent, or registrar Officer before such certificate is issuedused by the Company, such certificate may nevertheless be issued by the Company with the same effect as if he such person were such Manager, officer, transfer agent, or registrar Officer at the date of issue. The Unit Certificates shall be consecutively numbered and shall be entered in Board may determine the books of the Company as they are issued and shall exhibit the Member’s name and the number and type of Units. (b) The Managers may direct conditions upon which a new Unit Certificate or Certificates to certificate may be issued in place of a Unit Certificate or Certificates theretofore issued by the Company and certificate which is alleged to have been lost, stolenstolen or destroyed and may, in its discretion, require the owner of such certificate or destroyedits legal representative to give bond, upon with sufficient surety, to indemnify the making Company against any and all losses or claims that may arise by reason of an affidavit the issuance of that fact by a new certificate in the person claiming place of the Unit Certificate or Certificates representing Units to be one so lost, stolen, stolen or destroyed. When authorizing such issue Each certificate shall bear a legend in addition to any other legend required by law or by agreement with the Company reflecting the restrictions of a new Unit Certificate or Certificates the Managers may, in their discretion and as a condition precedent to the issuance thereof, require the applicable Member and holder Transfer of such lost, stolen, or destroyed Unit Certificate or Certificates, or its legal representative, to advertise the same Units contained in such manner as it shall require or to give the Company a bond with a surety or sureties satisfactory to the Company in such sum as it may direct as indemnity against any claim, or expense resulting from a claim, that may be made against the Company in respect of the Unit Certificate or Certificates alleged to have been lost, stolen, or destroyed.this Agreement, (c) Each Unit shall constitute a “security” within the meaning of, and governed by, (i) Article 8 with respect to Units held by holders of 10% or more of the Uniform Commercial Code outstanding Common Units and Preferred Units (including calculated as a single class on an as- converted basis), or who are otherwise underwriters as defined in Section 8 102(a)(151145(b) thereof) as in effect from time to time of the Bankruptcy Code, and all Units issued in the State of Delaware First Lien Rights Offering (as defined in the “UCC”Disclosure Statement) and or the Shareholder Rights Offering (ii) as defined in the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter Disclosure Statement), in substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be controlling. (d) The Unit Certificates will bear the following legendform: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME, CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERREDSOLD, SOLD PLEDGED OR OTHERWISE DISPOSED TRANSFERRED EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF EXCEPT THE SECURITIES ACT, OR AN EXEMPTION THEREFROM AND, IN EACH CASE, IN COMPLIANCE WITH SUCH AGREEMENT APPLICABLE FEDERAL AND SUCH ACT OR SUCH STATE SECURITIES LAWS.”” and (eii) The Unit Certificates representing Preferred Units will have with respect to all Units, including but not limited to those referenced in clause (i) above, in substantially the following legend (in addition to the legend set forth in Section 3.05(d)). form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT CERTIFICATE ARE SUBJECT TO VARIOUS CONDITIONS, INCLUDING CERTAIN RESTRICTIONS ON SALE, DISPOSITION OR TRANSFER AS SET FORTH IN THE AMENDED AND THE RIGHTS THEREUNDER ARE GOVERNED BY THE RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA CLAIRE’S HOLDINGS LLC IN EFFECT (THE “COMPANY”), AS AMENDED FROM TIME TO TIME (THE “LLC AGREEMENT”). NO REGISTRATION OR TRANSFER OF THESE SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL SUCH RESTRICTIONS SHALL TERMINATE HAVE BEEN COMPLIED WITH. THE COMPANY WILL FURNISH WITHOUT CHARGE, UPON WRITTEN REQUEST TO THE PREFERRED REDEMPTION (AS DEFINED THEREIN)COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS, TO EACH HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, A COPY OF THE LLC AGREEMENT CONTAINING THE ABOVE-REFERENCED RESTRICTIONS ON TRANSFERS OF SECURITIES. THE HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE AGREES TO BE BOUND BY THE PROVISIONS OF THE LLC AGREEMENT, INCLUDING RESTRICTIONS RELATING TO THE EXERCISE OF VOTING RIGHTS RELATED THERETO.” (b) In the event that the restrictive legend set forth in Section 3.6(a) above has ceased to be applicable to the Units owned by a Member, the Company or its designee shall provide such Member, at his, her or its request, with new certificates for such units not bearing the legend with respect to which the restriction has ceased and terminated. In connection with and following an IPO, the Company or its designee shall provide each Member, at his, her or its request, with new certificates for all Units by such Member not bearing the legend.

Unit Certificates. (a) The Board of Managers shall issue certificates for All Units of the Company to each Member (unless such Member waives the certification requirement) and such certificates shall be in represented by certificates. Each such form as approved by the Board of Managers (the “Unit Certificates”). The Unit Certificates certificate shall be signed by one or more an officer of the Managers. Any and all signatures on Company, certifying the Unit Certificates may be a facsimile and may be sealed with the seal number of the Company or a facsimile thereof. If any Manager, officer, transfer agent, or registrar who has signed, or whose facsimile signature has been placed upon, a Unit Certificate has ceased to be such Manager, officer, transfer agent, or registrar before such certificate is issued, such certificate may be issued Units owned by the Company with holder of such Units and stating the same effect as if he were type, class and/or series of such Manager, officer, transfer agent, Units. All certificates for each type and class or registrar at the date series of issue. The Unit Certificates Units shall be consecutively numbered or otherwise identified. The name of the Person to whom the Units represented thereby are issued, with the number, type and class or series of Units and date of issue, shall be entered in on the books of the Company and, until such Units are transferred on the books of the Company (including the Members Schedule), such Person shall be deemed to be the owner of such Units for all purposes. Units shall only be Transferred on the books of the Company (including the Members Schedule) by the holder of record thereof or by such holder's attorney duly authorized in writing, upon surrender to the Company of the certificate(s) for such Units endorsed by the appropriate Person(s), with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as they are issued the Company may reasonably require, and accompanied by all necessary transfer stamps. In that event, provided all other conditions to Transfer have been met, it shall exhibit be the Member’s name duty of the Company to issue a new certificate to the Person entitled thereto, cancel the old certificate(s), and record the number and type of Unitstransaction on its books (including the Members Schedule). (b) The Managers Any officer of the Company may direct a new Unit Certificate or Certificates certificate(s) to be issued in place of a Unit Certificate or Certificates theretofore any certificate(s) previously issued by the Company and alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the Unit Certificate or Certificates representing Units certificate to be lost, stolen, or destroyed. When authorizing such issue of a new Unit Certificate or Certificates the Managers certificate(s), such officer may, in their its discretion and as a condition precedent to the issuance thereof, require the applicable Member and holder owner of such lost, stolen, or destroyed Unit Certificate or Certificatescertificate(s), or its his or her legal representative, to advertise the same in such manner as it shall require or to give the Company a bond with a surety or sureties satisfactory sufficient to indemnify the Company in such sum as it may direct as indemnity against any claim, or expense resulting from a claim, claim that may be made against the Company in respect on account of the Unit Certificate loss, theft or Certificates alleged to have been lost, stolen, or destroyed. (c) Each Unit shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”) and (ii) the corresponding provisions of the Uniform Commercial Code destruction of any other applicable jurisdiction that now such certificate or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference issuance of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be controllingnew certificate. (d) The Unit Certificates will bear the following legend: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH AGREEMENT AND SUCH ACT OR SUCH LAWS.” (e) The Unit Certificates representing Preferred Units will have the following legend (in addition to the legend set forth in Section 3.05(d)). “THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND THE RIGHTS THEREUNDER ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME AND SHALL TERMINATE UPON THE PREFERRED REDEMPTION (AS DEFINED THEREIN).”

Unit Certificates. (a) The Board of Managers Company shall issue certificates for in respect of Units of in the Company to each Member (unless such Member waives the certification requirement) and such certificates shall be form set forth in such form as approved by the Board of Managers (the “Unit Certificates”). The Unit Certificates Annex A. Each certificate shall be signed by one or more a Manager and shall set forth the number of Units represented by such certificate and the name of the Managersowner thereof. Any and all signatures on the Unit Certificates any such certificates may be a facsimile and may be sealed with the seal of the Company or a facsimile thereoffacsimiles. If In case any Manager, officer, transfer agent, or registrar Manager who has signed, signed or whose facsimile signature has been placed upon, upon a Unit Certificate has certificate shall have ceased to be such Manager, officer, transfer agent, or registrar a Manager before such certificate is issued, such the certificate may be issued by the Company with the same effect as if he were such Manager, officer, transfer agent, or registrar a Manager at the date of issue. The Unit Certificates All certificates for Units shall be consecutively numbered or otherwise identified. The name of the Person to whom a certificate is issued and the number of Units represented thereby and date of issue shall be entered on the Register of Unit Certificates in the books form attached hereto as Schedule II (the “Register of Unit Certificates”) maintained by the Company at an address in the United States as may be determined by the Board of Managers. Any certificate issued in violation of the Company as they are issued and provisions of this Agreement shall exhibit the Member’s name and the number and type of Unitsbe void. (b) In the event Units are transferred and all conditions contained in Article XIII have been met, it shall be the duty of the Company to effect the transfer by appropriate entries on the Register of Unit Certificates, issue a new certificate to the Person entitled thereto and cancel the old certificate(s). (c) The Board of Managers or any transfer agent of the Company may direct a one or more new Unit Certificate or Certificates certificate(s) representing Units of the Company to be issued in place of a Unit Certificate any certificate or Certificates certificates theretofore issued by the Company and Company, alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the Unit Certificate or Certificates representing Units certificate to be lost, stolen, or destroyed. When authorizing such issue of a new Unit Certificate certificate or Certificates certificates, the Board of Managers (or any transfer agent so authorized) may, in their its discretion and as a condition precedent to the issuance thereof, require the applicable Member and holder owner of such lost, stolen, or destroyed Unit Certificate certificate or Certificatescertificates, or its his legal representative, to advertise the same in such manner as it shall require or to give the Company a bond with a surety or sureties satisfactory to the Company in such sum as it may the Board of Managers (or any transfer agent so authorized) shall direct as indemnity to indemnify the Company against any claim, or expense resulting from a claim, claim that may be made against the Company in with respect of to the Unit Certificate or Certificates certificate alleged to have been lost, stolen, or destroyed. (c) Each Unit shall constitute a “security” within destroyed or the meaning ofissuance of such new certificates, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time such requirement may be general or confined to time in the State of Delaware (the “UCC”) and (ii) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be controllingspecific instances. (d) The Unit Certificates will bear the following legend: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH AGREEMENT AND SUCH ACT OR SUCH LAWS.” (e) The Unit Certificates representing Preferred Units will have the following legend (in addition to the legend set forth in Section 3.05(d)). “THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND THE RIGHTS THEREUNDER ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME AND SHALL TERMINATE UPON THE PREFERRED REDEMPTION (AS DEFINED THEREIN).”

Unit Certificates. (a) The Board of Managers shall issue certificates for Units are securities governed by Article 8 of the Company to each Member (unless such Member waives the certification requirement) and such certificates shall be in such form as approved by the Board of Managers Uniform Commercial Code (the “Unit CertificatesUCC”), shall be represented by certificates and are “certificated securities” as defined in Article 8 of the UCC. The Unit Certificates Each such certificate shall be signed by one or more an officer of the Managers. Any and all signatures on Company, certifying the Unit Certificates may be a facsimile and may be sealed with the seal number of the Company or a facsimile thereof. If any Manager, officer, transfer agent, or registrar who has signed, or whose facsimile signature has been placed upon, a Unit Certificate has ceased to be such Manager, officer, transfer agent, or registrar before such certificate is issued, such certificate may be issued Units owned by the Company with holder of such Units and stating the same effect as if he were type and class of such Manager, officer, transfer agent, or registrar at the date Units. All certificates for each type and class of issue. The Unit Certificates Units shall be consecutively numbered or otherwise identified. The name of the Person to whom the Units represented thereby are issued, with the number, type and class of Units and date of issue, shall be entered in on the books of the Company and, until such Units are transferred on the books of the Company (including the Members Schedule), such Person shall be deemed to be the owner of such Units for all purposes. Units shall only be transferred on the books of the Company (including the Members Schedule) by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Company of the certificate(s) for such Units endorsed by the appropriate Person(s), with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as they are issued the Company may reasonably require, and accompanied by all necessary transfer stamps. In that event, provided all other conditions to transfer have been met, it shall exhibit be the Member’s name duty of the Company to issue a new certificate to the Person entitled thereto, cancel the old certificate(s), and record the number and type of Unitstransaction on its books (including the Members Schedule). (b) The Managers Any officer of the Company may direct a new Unit Certificate or Certificates certificate(s) to be issued in place of a Unit Certificate or Certificates theretofore any certificate(s) previously issued by the Company and alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the Unit Certificate or Certificates representing Units to be lost, stolen, or destroyed. When authorizing such issue of a new Unit Certificate or Certificates the Managers certificate(s), such officer may, in their its discretion and as a condition precedent to the issuance thereof, require (1) the applicable Member and holder making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed, and/or (2) the owner of such lost, stolen, or destroyed Unit Certificate or Certificatescertificate(s), or its his or her legal representative, to advertise the same in such manner as it shall require or to give the Company a bond with a surety or sureties satisfactory sufficient to indemnify the Company in such sum as it may direct as indemnity against any claim, or expense resulting from a claim, claim that may be made against the Company in respect on account of the Unit Certificate loss, theft or Certificates alleged to have been lost, stolen, or destroyed. (c) Each Unit shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time to time in the State of Delaware (the “UCC”) and (ii) the corresponding provisions of the Uniform Commercial Code destruction of any other applicable jurisdiction that now such certificate or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference issuance of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be controllingnew certificate. (d) The Unit Certificates will bear the following legend: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH AGREEMENT AND SUCH ACT OR SUCH LAWS.” (e) The Unit Certificates representing Preferred Units will have the following legend (in addition to the legend set forth in Section 3.05(d)). “THE SECURITIES REPRESENTED BY THIS INSTRUMENT AND THE RIGHTS THEREUNDER ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME AND SHALL TERMINATE UPON THE PREFERRED REDEMPTION (AS DEFINED THEREIN).”

Unit Certificates. (a) The Ownership of Units may, but need not, be evidenced by certificates similar to customary stock certificates. Initially, Units shall be uncertificated, but the Board may determine to certificate all or any Units at any time. In such event, the Board shall prescribe the forms of Managers certificates to be issued by the Company including the forms of legends to be affixed thereto. Any such certificate shall issue certificates for be delivered by the Company or its designee to the applicable record owner of the Units represented by such certificate. Certificates evidencing Units will provide that they are governed by Article 8 of the Uniform Commercial Code. Certificates need not bear a seal of the Company to each Member (unless such Member waives the certification requirement) and such certificates shall be in such form as approved by the Board of Managers (the “Unit Certificates”). The Unit Certificates but shall be signed by one or more any Person authorized by the Board to sign such certificates who shall certify the Units represented by such certificate. Books and records reflecting the record ownership of the Managers. Any and all signatures on the Unit Certificates may Units shall be a facsimile and may be sealed with the seal of kept by the Company or a facsimile thereofits designee. If In the event any Manager, officer, transfer agent, or registrar Officer who has shall have signed, or whose facsimile signature has or signatures shall have been placed upon, a Unit Certificate has any such certificate or certificates shall have ceased to be such Manager, officer, transfer agent, or registrar Officer before such certificate is issuedused by the Company, such certificate may nevertheless be issued by the Company with the same effect as if he such person were such Manager, officer, transfer agent, or registrar Officer at the date of issue. The Unit Certificates shall be consecutively numbered and shall be entered in Board may determine the books of the Company as they are issued and shall exhibit the Member’s name and the number and type of Units. (b) The Managers may direct conditions upon which a new Unit Certificate or Certificates to certificate may be issued in place of a Unit Certificate or Certificates theretofore issued by the Company and certificate which is alleged to have been lost, stolenstolen or destroyed and may, in its discretion, require the owner of such certificate or destroyedits legal representative to give bond, upon with sufficient surety, to indemnify the making Company against any and all losses or claims that may arise by reason of an affidavit the issuance of that fact by a new certificate in the person claiming place of the Unit Certificate or Certificates representing Units to be one so lost, stolen, stolen or destroyed. When authorizing such issue Each certificate shall bear a legend in addition to any other legend required by law or by agreement with the Company reflecting the restrictions of a new Unit Certificate or Certificates the Managers may, in their discretion and as a condition precedent to the issuance thereof, require the applicable Member and holder Transfer of such lost, stolen, or destroyed Unit Certificate or Certificates, or its legal representative, to advertise the same Units contained in such manner as it shall require or to give the Company a bond with a surety or sureties satisfactory to the Company in such sum as it may direct as indemnity against any claim, or expense resulting from a claim, that may be made against the Company in respect of the Unit Certificate or Certificates alleged to have been lost, stolen, or destroyed.this Agreement, (c) Each Unit shall constitute a “security” within the meaning of, and governed by, (i) Article 8 with respect to Units held by holders of 10% or more of the Uniform Commercial Code outstanding Common Units and Preferred Units (including calculated as a single class on an as- converted basis), or who are otherwise underwriters as defined in Section 8 102(a)(151145(b) thereof) as in effect from time to time of the Bankruptcy Code, and all Units issued in the State of Delaware First Lien Rights Offering (as defined in the “UCC”Disclosure Statement) and or the Shareholder Rights Offering (ii) as defined in the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter Disclosure Statement), in substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be controlling. (d) The Unit Certificates will bear the following legendform: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE GOVERNED BY THE LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA LLC IN EFFECT FROM TIME TO TIME, CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERREDSOLD, SOLD PLEDGED OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR AN EXEMPTION THEREFROM AND, IN EACH CASE, IN 25776957.3325776957.34 19 WEIL:\96757130\2\36182.0003 Case 18-10584-MFW Doc 1078-5 Filed 10/12/18 Page 25 of 90 COMPLIANCE WITH SUCH AGREEMENT APPLICABLE FEDERAL AND SUCH ACT OR SUCH STATE SECURITIES LAWS.”” and (eii) The Unit Certificates representing Preferred Units will have with respect to all Units, including but not limited to those referenced in clause (i) above, in substantially the following legend (in addition to the legend set forth in Section 3.05(d)). form: “THE SECURITIES REPRESENTED BY THIS INSTRUMENT CERTIFICATE ARE SUBJECT TO VARIOUS CONDITIONS, INCLUDING CERTAIN RESTRICTIONS ON SALE, DISPOSITION OR TRANSFER AS SET FORTH IN THE AMENDED AND THE RIGHTS THEREUNDER ARE GOVERNED BY THE RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AIA AURORA CLAIRE’S HOLDINGS LLC IN EFFECT (THE “COMPANY”), AS AMENDED FROM TIME TO TIME (THE “LLC AGREEMENT”). NO REGISTRATION OR TRANSFER OF THESE SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL SUCH RESTRICTIONS SHALL TERMINATE HAVE BEEN COMPLIED WITH. THE COMPANY WILL FURNISH WITHOUT CHARGE, UPON WRITTEN REQUEST TO THE PREFERRED REDEMPTION (AS DEFINED THEREIN)COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS, TO EACH HOLDER OF RECORD OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, A COPY OF THE LLC AGREEMENT CONTAINING THE ABOVE-REFERENCED RESTRICTIONS ON TRANSFERS OF SECURITIES. THE HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE AGREES TO BE BOUND BY THE PROVISIONS OF THE LLC AGREEMENT, INCLUDING RESTRICTIONS RELATING TO THE EXERCISE OF VOTING RIGHTS RELATED THERETO.” (b) In the event that the restrictive legend set forth in Section 3.6(a) above has ceased to be applicable to the Units owned by a Member, the Company or its designee shall provide such Member, at his, her or its request, with new certificates for such units not bearing the legend with respect to which the restriction has ceased and terminated. In connection with and following an IPO, the Company or its designee shall provide each Member, at his, her or its request, with new certificates for all Units by such Member not bearing the legend.