Common use of Units Clause in Contracts

Units. (i) The Class A Common Units shall be Common Units issued and held solely by the Corporation and Holdings and are hereby designated as “Voting Units.” There shall be an unlimited number of Class A Common Units authorized for issuance by the Company. As of the date of this Agreement, 57,488,068 Class A Common Units are issued and outstanding. (ii) The Class B Common Units shall be Common Units issued and held solely by Members other than the Corporation and Holdings, shall, along with shares of Class B Common Stock held in tandem with the Class B Common Units, be entitled to shares of Class A Common Stock in Share Settlement and are hereby designated as “Voting Units.” There shall be an unlimited number of Class B Common Units authorized for issuance by the Company. As of the date of this Agreement, 55,034,161 Class B Common Units are issued and outstanding. (iii) Subject to the affirmative consent or approval of the Majority Members, the Manager is hereby expressly authorized, by resolution or resolutions thereof (as the same may be amended or amended and restated, each, a “Designation” and more than one, the “Designations”), to authorize, create and provide for one or more classes or series of Units and, with respect to each such class or series of Units, to fix the designation of such class or series of Units, the rights, powers and duties of the Members holding such class or series of Units, which rights, powers and duties, if any, of the Members holding such class or series of Units may different from those of the Members holding any or all other classes or series of Units at any time outstanding, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law. A Designation shall constitute an amendment to and become part of this Agreement at the time provided in such Designation and shall have the effect of establishing rights, powers and duties under, or altering, amending or supplementing the terms and conditions of, this Agreement, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law.

Units. (ia) The Class authorized number of Series A Common Preferred Units, of Series B Preferred Units and of Series C Preferred Units shall each be unlimited. Series A Preferred Units, Series B Preferred Units or Series C Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled. (b) The Series A Preferred Units and the Series B Preferred Units shall, as to each such series of Preferred Units, be represented by a single Certificate registered in the name of the Depository or its nominee, and no Series A Holder or Series B Holder shall be entitled to receive a Certificate evidencing such applicable Units, unless otherwise required by law or the Depository gives notice of its intention to resign or is no longer eligible to act as such with respect to such series of Preferred Units and the Partnership shall have not selected a substitute Depository within 60 calendar days thereafter. So long as the Depository shall have been appointed and is serving with respect to such series of Preferred Units, payments and communications made by the Partnership to Series A Holders or Series B Holders shall be made by making payments to, and communicating with, the Depository. The Series C Preferred Units shall initially be registered with the Transfer Agent in book-entry form, and payments and communications made by the Partnership to Series C Holders shall initially be made by making payments to, and communicating with, the Transfer Agent. At such time as the restrictive legends from the Series C Preferred Units have been removed, the Series C Preferred Units shall be Common Units issued and held solely represented by a single Certificate registered in the Corporation and Holdings and are hereby designated as “Voting Units.” There shall be an unlimited number of Class A Common Units authorized for issuance by the Company. As name of the date of this AgreementDepository or its nominee, 57,488,068 Class A Common Units are issued and outstanding. (ii) The Class B Common Units at which time no Series C Holder shall be Common Units issued and held solely by Members other than the Corporation and Holdings, shall, along with shares of Class B Common Stock held in tandem with the Class B Common Units, be entitled to shares receive a Certificate evidencing such applicable Units, unless otherwise required by law or the Depository gives notice of Class A Common Stock in Share Settlement and are hereby designated its intention to resign or is no longer eligible to act as “Voting Units.” There shall be an unlimited number of Class B Common Units authorized for issuance by the Company. As of the date of this Agreement, 55,034,161 Class B Common Units are issued and outstanding. (iii) Subject to the affirmative consent or approval of the Majority Members, the Manager is hereby expressly authorized, by resolution or resolutions thereof (as the same may be amended or amended and restated, each, a “Designation” and more than one, the “Designations”), to authorize, create and provide for one or more classes or series of Units and, such with respect to each such class or series of Preferred Units and the Partnership shall have not selected a substitute Depository within 60 calendar days thereafter. Once the Depository has been appointed and is serving with respect to such Series C Preferred Units, payments and communications made by the Partnership to fix the designation of such class or series of UnitsSeries C Holders shall be made by making payments to, and communicating with, the rights, powers and duties of the Members holding such class or series of Units, which rights, powers and duties, if any, of the Members holding such class or series of Units may different from those of the Members holding any or all other classes or series of Units at any time outstanding, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law. A Designation shall constitute an amendment to and become part of this Agreement at the time provided in such Designation and shall have the effect of establishing rights, powers and duties under, or altering, amending or supplementing the terms and conditions of, this Agreement, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable LawDepository.

Units. As of the Effective Date, interests in the Partnership shall be represented by separate Classes of Units as follows: (i) The Class A Common Units shall be Common Units issued and held solely by the Corporation and Holdings and are hereby designated as “Voting Units.” There shall be an unlimited number of Class A Common Units authorized for issuance by the Company. As of the date of this Agreement, 57,488,068 Class A Common Units are issued and outstanding. (ii) The Class B Common 75,842,110 Series A Preferred Mirror Units shall be Common Units issued and held solely by Members other than (the Corporation and Holdings“Series A Preferred Mirror Units”) established pursuant to that certain Unit Designation, shalldated May 17, along with shares of Class B Common Stock held in tandem with the Class B Common Units2018, be entitled to shares of Class A Common Stock in Share Settlement and are hereby designated as “Voting Units.” There shall be an unlimited number of Class B Common Units authorized for issuance by the Company. As of the date of this Agreement, 55,034,161 Class B Common Units are issued and outstanding. (iii) Subject to the affirmative consent or approval of the Majority Members, the Manager is hereby expressly authorized, by resolution or resolutions thereof 83,789,066 Series B Preferred Mirror Units (as the same may be amended or amended and restated, each, a “Designation” and more than one, the “DesignationsSeries B Preferred Mirror Units”)) established pursuant to that certain Unit Designation, to authorizedated August 9, create 2018, (iv) Class P Common Units held by OEP in accordance with Section 4.07 and provide for one or more classes or series (v) Class P Preferred Units held by the Brookfield LP in accordance with Section 4.07. The Partners agree that the Class P Common Units constitute “profits interests” within the meaning of IRS Revenue Procedure 93-27, and this Agreement shall be interpreted accordingly. The General Partner may, with the prior written consent of all Partners (other than Partners holding OCGH-Owned Units andafter OCGH no longer has Consent Rights, in each case, with respect to each such class Units), establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units), as shall be determined by the General Partner, including (a) the right to fix share in Profits and Losses or items thereof; (b) the designation right to share in Partnership distributions; (c) the rights upon dissolution and liquidation of the Partnership; (d) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units (including sinking fund provisions); (e) whether such Unit is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such class conversion or series exchange; (f) the terms and conditions upon which each Unit will be issued, evidenced by certificates and assigned or transferred; (g) the method for determining the Total Percentage Interest as to such Units; and (h) the right, if any, of Unitsthe holder of each such Unit to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of the Members holding such class or series of Units, which rights, powers and duties, if any, of the Members holding such class or series of Units may different from those of the Members holding any or all other classes or series of Units at any time outstanding, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything . Except as expressly provided in this Agreement to the contrary orcontrary, any reference to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law“Units” shall include all Classes that may be established in accordance with this Agreement. A Designation shall constitute an amendment to and become part All Units of this Agreement at the time provided in such Designation and a particular Class shall have the effect identical rights in all respects as all other Units of establishing rightssuch Class, powers and duties under, or altering, amending or supplementing the terms and conditions of, this Agreement, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything except in each case as otherwise specified in this Agreement to (including, for the contrary oravoidance of doubt, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Lawas set forth in Section 4.02 and 4.07).

Units. (a) There shall initially be a total of 10,000,000 Units. The number of Units may be (i) increased pursuant to Section 3.3(b) and (ii) increased or decreased pursuant to Section 3.9. Except as permitted under the immediately preceding sentence, the number of Units shall not be changed, modified or adjusted. The Board shall have the power to allocate Units. The initial number of Units available for allocation to Management Members under this Agreement is 2,175,000 (the “Management Pool”) (subject to adjustment pursuant to Section 3.3(b) and Section 3.9). Interests representing fractional Units may be issued and allocated. The initial number and class of Units allocated to each Member is set forth on Schedule A. In addition, the number of Units allocated to each Class B Member shall be set forth on such Member’s Acknowledgement. By executing an Acknowledgement, each Management Member expressly agrees that he or she shall not (and he or she shall cause any permitted Transferee therefrom to agree that such permitted Transferee shall not) have the right to review any portion of Schedule A (other than such Member’s Capital Account established and adjusted pursuant to Section 7.2) unless the Board, in its sole discretion, shall permit such review. Any Units in the Management Pool which are not allocated to a Management Member (or are allocated but are subsequently forfeited or repurchased pursuant to the provisions of this Agreement or any Acknowledgement) (collectively, the “Reserved Management Float”) shall be allocated, pending their allocation or re-allocation to Management Members pursuant to the terms hereof, to the Class A Common Members (in proportion to their respective Units shall be Common Units issued and held solely by prior to the Corporation and Holdings and are hereby designated as “Voting Units.” There shall be an unlimited number application of this sentence) in the form of Class A Common Units authorized for issuance by Units; provided, however, that solely with the Company. As prior written consent of the date Head of this AgreementLazard and Chairman of the Executive Committee (which may be granted or withheld in his sole discretion), 57,488,068 some or all of the Units in the Reserved Management Float that are from time to time allocated to the Class A Common Units are issued and outstanding. (ii) The Class B Common Units shall Members in accordance with this sentence may be Common Units issued and held solely by reallocated immediately prior to the occurrence of a Lazard Sale Event, a Covered Control Event or a Liquidity Event to the Management Members other than who received such an allocation in connection with the Corporation and Holdings, shall, along with shares initial allocation of Class B Common Stock held Units after the consummation of the LFNY Contribution, and who are then still providing services to the Company on such basis as the Head of Lazard and Chairman of the Executive Committee shall, in tandem with his sole discretion, determine. Any Units in the Reserved Management Float may, from time to time, be allocated by the Board to Persons who provide service to the Company or its Subsidiaries pursuant to Section 3.8. Units in the Management Pool allocated to Persons who are (or will upon allocation become) Management Members shall be allocated in the form of Class B Common Units, provided that on or after January 1, 2006 Units in the Management Pool may be entitled allocated to shares Managing Directors and certain other Persons pursuant to Section 6.6(b) in the form of Class A Common Stock in Share Settlement and are hereby designated as “Voting Units.” There shall be an unlimited number of Class B Common Units authorized for issuance by the Company. As of the date of this Agreement, 55,034,161 Class B Common Units are issued and outstanding. (iii) Subject to the affirmative consent or approval of the Majority Members, the Manager is hereby expressly authorized, by resolution or resolutions thereof (as the same may be amended or amended and restated, each, a “Designation” and more than one, the “Designations”), to authorize, create and provide for one or more classes or series of Units and, with respect to each such class or series of Units, to fix the designation of such class or series of Units, the rights, powers and duties of the Members holding such class or series of Units, which rights, powers and duties, if any, of the Members holding such class or series of Units may different from those of the Members holding any or all other classes or series of Units at any time outstanding, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law. A Designation shall constitute an amendment to and become part of this Agreement at the time provided in such Designation and shall have the effect of establishing rights, powers and duties under, or altering, amending or supplementing the terms and conditions of, this Agreement, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law.

Units. (ia) The Class A Common Units Interests in the Partnership shall be Common represented by Units. The Units issued and held solely by the Corporation and Holdings and initially are comprised of five Classes hereby designated as “Voting Units.” There shall be an unlimited number of Class A Common Units authorized for issuance by the Company. As of the date of this AgreementUnits”, 57,488,068 “Class A Common Units are issued and outstanding. (ii) The S Ordinary Units”, “Class B Common Units shall be Common Units issued and held solely by Members other than the Corporation and HoldingsS Preferred Units”, shall, along with shares of Class B Common Stock held in tandem with the Class B Common Units, be entitled to shares of Class A Common Stock in Share Settlement and are hereby designated as “Voting Units.” There shall be an unlimited number of Class B Common Units authorized for issuance by the Company. As of the date of this Agreement, 55,034,161 Class B Common Units are issued and outstanding. (iii) Subject to the affirmative consent or approval of the Majority Members, the Manager is hereby expressly authorized, by resolution or resolutions thereof (as the same may be amended or amended and restated, each, a “DesignationFLP Unit Accounts” and more than one, “Preferred Series Unit Accounts” and the FLP Unit Accounts are further subdivided into subclass 1 (“DesignationsSubclass 1 FLP Unit Accounts”), to authorize, create with such rights as expressly set forth herein and provide for one or more classes or series which shall initially represent 50.5% of Units andthe FLP Unit Accounts, with respect to the balance, initially representing 49.5% of the FLP Unit Accounts, being deemed subclass 2 (“Subclass 2 FLP Unit Accounts”). The Preferred Series Unit Accounts are further subdivided into Series A subclass 1 (“Preferred Series A Subclass 1 Unit Accounts”), Series A subclass 2 (“Preferred Series A Subclass 2 Unit Accounts”) and subclass 3 (the “Preferred Series A Subclass 3 Unit Accounts”), and Series B (the “Preferred Series B Unit Accounts”), in each case, with such class or series of rights as expressly set forth herein. The Class A Units are further subdivided into subclass 1 (the “Subclass 1 Class A Units”) and subclass 2 (the “Subclass 2 Class A Units”), to fix in each case, with such rights as expressly set forth herein. The Subclass 1 Class A Units and the designation of such class or series of UnitsSubclass 2 Class A Units shall each have the same designations, the preferences, rights, powers and duties of as the Members holding such class or series of Units, which rights, powers and duties, if any, of the Members holding such class or series of Class A Units may different from those of the Members holding any or all other classes or series of Units at any time outstanding, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in under this Agreement except that only the Subclass 1 Class A Units shall track to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable LawCommon Units of Issuer in accordance with Section 7.01(c). A Designation shall constitute an amendment to and become part Upon execution of this Agreement at the time provided in such Designation and shall have the effect of establishing rights, powers and duties under, or altering, amending or supplementing the terms and conditions of, this Agreement, all and without further act, vote, approval or consent of any action required to be taken by the Manager, the Members Partnership or any other Person notwithstanding anything Partner, (i) all NPC-A Unit Accounts (as that term is defined in this Agreement the Existing Agreement) that were issued and outstanding pursuant to the contrary orExisting Agreement are hereby converted into an equal amount of Preferred Series A Subclass 1 Unit Accounts, (ii) all NPC-A Prime Unit Accounts (as that term is defined in the Existing Agreement) that were issued and outstanding pursuant to the fullest extent permitted by applicable Law, Existing Agreement are hereby converted into an equal amount of Preferred Series A Subclass 2 Unit Accounts and (iii) all NPC-C Unit Accounts (as that term is defined in the Delaware Act or any other applicable LawExisting Agreement) that were issued and outstanding pursuant to the Existing Agreement are hereby converted into an equal amount of Preferred Series A Subclass 3 Unit Accounts.

Units. (a) The limited liability company interests in the Fund shall be divided into such transferable Units of one or more separate and distinct Classes of Units as the Board, in its sole discretion and without Member approval, from time to time create and establish. The Board shall have full power and authority, in its sole discretion, and without obtaining any prior authorization or vote of the Members of any Class of the Fund (i) The to create, establish and designate, and to change in any manner, any initial Class A Common Units shall or additional Classes, and to fix such preferences, voting powers, rights and privileges of such Classes, which may be Common Units issued superior to the preferences, voting powers, rights and held solely by privileges of any existing class, as the Corporation and Holdings and are hereby designated as “Voting Units.” There shall be an unlimited number of Class A Common Units authorized for issuance by the Company. As of the date of this Agreement, 57,488,068 Class A Common Units are issued and outstanding. Board may from time to time determine; (ii) The Class B Common to divide or combine the Units shall be Common Units issued and held solely by Members other than or any Classes into a greater or lesser number, provided that such division or combination does not change the Corporation and Holdings, shall, along with shares of Class B Common Stock held proportionate beneficial interest in tandem with the Class B Common Units, be entitled to shares of Class A Common Stock in Share Settlement and are hereby designated as “Voting Units.” There shall be an unlimited number of Class B Common Units authorized for issuance by the Company. As assets of the date Fund of this Agreement, 55,034,161 Class B Common any Member or other holder of Units are issued and outstanding. or in any way affect the rights of Units; (iii) Subject to classify or reclassify any unissued Units or any Units previously issued and reacquired of any Class into one or more Classes that may be established and designated from time to time; and (iv) to take such other action with respect to the affirmative consent Units as the Board may deem desirable. Except as provided herein, each Unit of a particular Class shall represent an equal proportionate interest in the assets of the Fund (subject to the liabilities of the Fund), and each Unit of a particular Class shall be equal with respect to net asset value per Unit of that Class as against each other Unit of that Class. The rights attaching to all Units of a particular Class shall be identical as to right of repurchase by the Fund, dividends and other distributions (whether or not on liquidation), and voting rights. Unless another time is specified by the Board, the establishment and designation of any Class shall be effective upon the adoption of a resolution by the Board setting forth such establishment and designation and the preferences, powers, rights and privileges of the Units of such Class, whether directly in such resolution or by reference to, or approval of, another document that sets forth such relative rights and preferences of such Class including, without limitation, any registration statement of the Fund, or as otherwise provided in such resolution; (b) The number of the Fund’s authorized Units of each Class and the number of Units that may be issued is unlimited, and, subject to Section 2.07 hereof and Section 5.01(k) hereof, the Board may issue Units of each Class for such consideration and on such terms as they may determine (or for no consideration if issued in connection with a dividend in Units or a split of Units), or may reduce the number of issued Units in proportion to the relative net asset value of the Units then outstanding, all without action or approval of the Majority Members. All Units when so issued on the terms determined by the Board shall be fully paid and non-assessable; (c) All references to Units in this Agreement shall be deemed to be Units of any or all Classes as the context may require. All provisions herein relating to the Fund shall apply equally to each Class of the Fund except as the context otherwise requires; (d) In accordance with Section 2.08 hereof, any Manager, officer or other agent of the Fund (including, without limitation, the Manager Adviser), and any organization in which any such Person is hereby expressly authorizedinterested may acquire, own and dispose of Units of the Fund to the same extent as if such Person were not a Manager, officer or other agent of the Fund; and the Fund may issue and sell or cause to be issued and sold and may purchase Units from any such Person or any such organization subject only to the limitations, restrictions or other provisions applicable to the sale or purchase of Units generally; (e) Units shall not be represented by certificates, but only by notation on the Unit records of the Fund, as kept by the Fund or by any transfer or similar agent, as the case may be. The Unit records of the Fund, whether maintained by the Fund or any transfer or similar agent, as the case may be, shall be conclusive as to who are the holders of each Class of Units and as to the number of Units of each Class held from time to time by each such Person; (f) All consideration received by the Fund for the issue or sale of Units, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to the Fund generally and not to the account of any particular Member or holder of Units, subject only to the rights of creditors, and shall be so recorded upon the books of account of the Fund; (g) The liabilities, expenses, costs, charges and reserves attributable to the Fund shall be charged and allocated to the assets belonging to the Fund generally and not to the account of any particular Member or holder of Units and shall be so recorded upon the books of account of the Fund; (h) Dividends and distributions on Units may be paid to the Members or holders of Units, with such frequency as the Board may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions thereof (adopted only once or with such frequency as the same Board may be amended or amended and restateddetermine, each, a “Designation” and more than one, the “Designations”), to authorize, create and provide for one or more classes or series of Units and, with respect to each from such class or series of Units, to fix the designation of such class or series of Units, the rights, powers and duties of the Members holding such class income, capital gains accrued or series of Unitsrealized, which rightsand capital and surplus, powers after providing for actual and duties, if any, accrued liabilities of the Members holding such class or series of Fund and for any reasonable reserves as determined by the Board in its sole discretion. All dividends and distributions on Units may different from those of the Members holding any or all other classes or series of Units at any time outstanding, all without further act, vote, approval or consent of the Manager, shall be distributed pro rata to the Members or other holders of Units in proportion to the number of Units held by such Persons at the date and time of record established for the payment of such dividends or distributions, except that in connection with any dividend or distribution program or procedure the Board may determine that no dividend or distribution shall be payable on Units as to which the Member’s purchase order and/or payment have not been received by the time or times established by the Board under such program or procedure. Dividends and distributions on Units may be made in cash or Units or a combination thereof as determined by the Board or pursuant to any program that the Board may have in effect at the time for the election by each Member or other Person notwithstanding holder of Units of the mode of the making of such dividend or distribution to that Person. Any dividend or distribution paid in Units will be paid at the net asset value thereof as determined in accordance with Section 7.02 hereof. Notwithstanding anything in this Agreement to the contrary orcontrary, the Board may at any time declare and distribute a dividend of Units or other property pro rata among the Members or other holders of Units at the date and time of record established for the payment of such dividends or distributions; (i) Notwithstanding anything to the fullest extent permitted by applicable Lawcontrary contained herein, none of the Managers or the Members, nor any other Person on behalf of the Fund, shall make a distribution to the Members on account of their interest in the Fund if such distribution would violate Section 18-607 of the Delaware Act or any other applicable Lawlaw; (j) Units shall be transferable only in accordance with Section 4.02 hereof; (k) The Board, subject to Section 2.07 hereof, may accept investments in the Fund by way of Unit purchase, from such Persons, on such terms (including minimum purchase amounts) and for such consideration, not inconsistent with the provisions of the 1940 Act, as they from time to time authorize or determine. A Designation shall constitute an amendment Such investments may be in the form of cash, Securities or other property in which the Fund is authorized to and become part of this Agreement at the time invest, hold or own, valued as provided in Section 7.02 hereof. The Board may authorize any distributor, principal underwriter, custodian, transfer agent or other Person to accept orders for the purchase or sale of Units that conform to such Designation and shall have the effect of establishing rights, powers and duties under, or altering, amending or supplementing the authorized terms and conditions ofto reject any purchase or sale orders for Units whether or not conforming to such authorized terms; (l) Units may be issued as fractions thereof. Any fractional Unit, this Agreementif outstanding, shall carry proportionately all without further actthe rights and obligations of a whole Unit, voteincluding those rights and obligations with respect to voting, approval or consent receipt of dividends and distributions, redemption of Units, and liquidation of the Manager, the Members or any other Person notwithstanding anything in this Agreement Fund. Fractions of Units shall be calculated to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Lawthree decimal points.

Units. (ia) The Class A Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. Immediately after the Effective Time, the Units will be comprised of three classes of Units, including Common Units and AO LTIP Units and FV LTIP Units. To the extent required pursuant to Section 3.04(a), and except in connection with the issuance of Units pursuant to an acquisition pursuant to Section 3.12 (pursuant to which the Manager shall be authorized to create any additional classes or series of Common Units issued and held solely by the Corporation and Holdings and are hereby designated as “Voting or preferred Units.” There shall be an unlimited number of Class A Common Units authorized for issuance by the Company. As of the date of this Agreement, 57,488,068 Class A Common Units are issued and outstanding. (ii) The Class B Common Units shall be Common Units issued and held solely by Members other than the Corporation and Holdings, shall, along with shares of Class B Common Stock held in tandem with the Class B Common Units, be entitled to shares of Class A Common Stock in Share Settlement and are hereby designated as “Voting Units.” There shall be an unlimited number of Class B Common Units authorized for issuance by the Company. As of the date of this Agreement, 55,034,161 Class B Common Units are issued and outstanding. (iii) Subject to the affirmative consent or approval of the Majority Members), the Manager is hereby expressly authorized, by resolution or resolutions thereof (as the same may be amended or amended and restated, each, a “Designation” and more than one, the “Designations”), to authorize, create and provide for one or more classes or series of Common Units andor preferred Units solely to the extent they are in the aggregate substantially equivalent to a class of common shares of Pubco or class or series of preferred shares of Pubco. (b) The Manager is hereby authorized without the approval of the Members to issue to any Person providing services to or for the benefit of the Company, which may include Members, LTIP Units in one or more classes, or one or more series of any of such classes, with respect such designations, preferences, and relative, participating, optional or other special rights, powers and duties as shall be determined by the Manager subject to the prior written approval of the Compensation Committee and further subject to the Act and Delaware law, including, without limitation, (i) the rights of each such class or series of Units to an allocation of Net Profit or Net Loss (or items thereof) to each such class or series of Units; (ii) the rights of each such class or series of Units to share in Company distributions; (iii) the rights of each such class or series of Units upon dissolution and liquidation of the Company; and (iv) the right to vote, to fix the designation if any, of each such class or series of Units; provided that (a) LTIP Units of any series (other than “Appreciation Only Long Term Incentive Plan Units” or “AO LTIP Units” and “Full Value Long Term Incentive Plan Units” or “FV LTIP Units”, the rights, powers powers, privileges, restrictions, qualifications and duties limitation of which are set forth in Schedule A hereto) shall not disproportionately affect any one Common Unitholder or group of Common Unitholders, and (b) no such additional Units or other membership interests shall be issued to the Manager unless, in the case of clause (b), the additional membership interests are issued in connection with the grant, award or issuance of new interests in the Company that have designations, preferences and other rights such that the economic interests attributable to such new interests are substantially similar to the designations, preferences and other rights of the additional membership interests issued to other Members. The Manager’s determination that the consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the membership interests are validly issued and paid. The Manager shall be authorized on behalf of each of the Members holding such class or series of Units, which rights, powers and duties, if any, of the Members holding such class or series of Units may different from those of the Members holding any or all other classes or series of Units at any time outstanding, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in to amend this Agreement to reflect the contrary or, to admission of any Member in accordance the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law. A Designation shall constitute an amendment to and become part provisions of this Agreement at the time provided in such Designation and shall have the effect of establishing rights, powers and duties under, or altering, amending or supplementing the terms and conditions of, this Agreement, all without further act, vote, approval or consent of in the Manager, event that the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable LawManager deems such amendment advisable.

Units. (a) All interests of Members in distributions and other amounts specified herein shall be represented by their units of membership interests in the Company (each a “Unit” and, collectively, the “Units”). No fractional Units shall be issued. The Units shall be evidenced by an electronic book entry system (provided, however, that with respect to any Member that is (A) a registered investment company within the meaning of the Investment Company Act of 1940, as amended, or (B) is advised by a registered investment adviser or Affiliates thereof, upon the request of such Member, Units held by such Member may be certificated). There shall be four (4) classes of Units: “Series A Preferred Units”, “Series B Preferred Units”, “Common Units” and “Incentive Units.” Except as otherwise provided herein, on any matter to be approved by the Members, (i) The Class each Common Unit shall carry the right to cast one (1) vote per Common Unit, (ii) each Series A Common Preferred Unit shall carry the right to cast the number of votes equal to the Series A Adjustment Ratio for the Series A Preferred Units (the result of such calculation, the “Series A As Adjusted Voting Basis”) and (iii) each Series B Preferred Unit shall carry the right to cast the number of votes equal to the Series B Adjustment Ratio for the Series B Preferred Units (the result of such calculation, the “Series B As Adjusted Voting Basis”) that is in effect as of the record date for determining Members entitled to vote on such matter. For illustrative purposes only, (i) if the Series A Adjustment Price for the Series A Preferred Units is $0.50 as of the record date for determining Members entitled to vote on a matter, each Series A Preferred Unit shall be Common entitled to two (2) votes (the quotient obtained by dividing the Series A Original Issuance Price ($1.00) by such Series A Adjustment Price) or (ii) if the Series B Adjustment Price for the Series B Preferred Units issued and held solely by is $3.30456 as of the Corporation and Holdings and are hereby designated as “Voting Units.” There record date for determining Members entitled to vote on a matter, each Series B Preferred Unit shall be an unlimited number of Class A Common Units authorized for issuance entitled to one (1) vote (the quotient obtained by dividing the Company. As of the date of this Agreement, 57,488,068 Class A Common Units are issued and outstandingSeries B Original Issuance Price ($3.30456) by such Series B Adjustment Price). (iib) The Class B Common Units shall be Common Units issued have the respective rights, preferences, privileges and held solely by Members other than the Corporation and Holdingsrestrictions set forth in this Agreement. (c) The Company is authorized to issue from time to time up to an aggregate of 82,501,685 Units, shall, along with shares of Class B Common Stock held in tandem with the Class B as follows: (i) up to 5,000,000 Common Units, (ii) up to 20,000,000 Series A Preferred Units, (iii) up to 45,089,212 Series B Preferred Units and (iv) up to 12,412,473 Incentive Units. Each authorized Unit may be entitled issued pursuant to shares such agreements as the Board of Class A Common Stock in Share Settlement and are hereby designated as “Voting Units.” There Managers or committee thereof shall approve; provided, that the Series B Preferred Units may only be an unlimited number of Class issued pursuant to the Series B Common Units authorized for issuance by the Company. As of the date of this Purchase Agreement, 55,034,161 Class B Common Units are issued and outstanding. (iiid) Subject The Board of Managers may, subject to Sections ‎3.04 and ‎10.10, authorize the affirmative consent or approval of the Majority MembersCompany to create and, the Manager is hereby expressly authorized, by resolution or resolutions thereof (for such consideration as the same Board of Managers may be amended deem appropriate, issue Units or amended and restated, each, a “Designation” and more than one, the “Designations”), to authorize, create and provide for one or more additional classes or series of Units and, with respect to each such class or series of Units, to fix the designation of having such class designations, preferences and relative, participating or series of Units, the rights, powers and duties of the Members holding such class or series of Units, which other special rights, powers and duties, if anyas the Board of Managers shall determine, including, without limitation: (i) the right of the Members holding any such class or series of Units may different from those of to share in Proceeds Available for Distribution; (ii) the Members holding allocation to any or all other classes such class or series of Units at of items of Company income, gains, losses and deductions; (iii) the rights of any time outstandingsuch class or series of Units upon dissolution or liquidation of the Company; and (iv) the right of any such class or series of Units to vote on matters relating to the Company and this Agreement. (e) The Board of Managers may issue Incentive Units to employees or Managers of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement (and any amendments thereto) approved by the Board of Managers. Incentive Units may be issued subject to vesting, reverse vesting, forfeiture and repurchase pursuant to separate agreements, the provisions of which may be determined, altered or waived in the sole discretion of the Board of Managers. Unless otherwise approved by the Board of Managers, all without further actIncentive Units issued after the date hereof shall vest over a four (4) year period, vote, approval or consent with the first twenty-five percent (25%) of such Incentive Units vesting on the twelve (12) month anniversary of the Managervesting start date and the remaining Incentive Units vesting in equal quarterly installments over the following thirty-six (36) months. (f) In connection with the issuance of Incentive Units, the Members Board of Managers shall set a strike price with respect to such Incentive Units on a per Incentive Unit basis (the “Strike Price”). The Strike Price with respect to each such Incentive Unit will be determined by the Board of Managers and will be at least equal to the amount that would be distributed in respect of a Common Unit (which for the avoidance of doubt, is not subject to a Strike Price) in a hypothetical liquidation of the Company on the date of issuance of such Incentive Unit in which the Company sold its assets for their Fair Market Value, satisfied its liabilities (excluding any non-recourse liabilities to the extent the balance of such liabilities exceeds the Fair Market Value of the assets that secure them) and distributed the net proceeds to the holders of Units in liquidation of the Company. The Board of Managers may adjust the Strike Price as appropriate (i) to reflect the consideration, if any, paid in connection with any issuance of Incentive Units, (ii) to reflect an increase to the Fair Market Value of the Company’s assets that is attributable to Capital Contributions made to the Company in respect of other Units and (iii) when and as permitted pursuant to any award agreement. The determination of the Board of Managers of the Strike Price shall be final, conclusive and binding on all Members. In the event the Board of Managers issues additional Incentive Units with a Strike Price lower than the Strike Price associated with a prior issuance of Incentive Units, the Board of Managers may, in its sole discretion, reduce the Strike Price of the Incentive Units issued at the higher Strike Price. (g) Each Incentive Unit that has an associated Strike Price is intended to be a “profits interest” within the meaning of IRS Revenue Procedures 93-27 and 2001-43 and is issued with the intention that under current interpretations of the Code the recipient will not recognize income upon the issuance of such Incentive Unit, and that neither the Company nor any Member is entitled to any deduction either immediately or any through depreciation or amortization as a result of the issuance of such Incentive Unit. Any Person holding a Unit subject to a vesting arrangement or other “substantial risk of forfeiture” shall make a timely Code Section 83(b) election in accordance with Treasury Regulation 1.83-2 with respect to each such Unit (to the extent applicable). (h) No Person notwithstanding anything in shall be admitted as a new Member of the Company unless and until the Board of Managers has approved the admission of such Person as a new Member and such Person has executed this Agreement to or a joinder or counterpart signature page hereto and such other documents or agreements as the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law. A Designation shall constitute an amendment to and become part Board of this Agreement at the time provided Managers may request reasonably in connection with such Designation and shall have the effect of establishing rights, powers and duties under, or altering, amending or supplementing the terms and conditions of, this Agreement, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Lawadmission.

Units. (ia) The Class A Common Units shall be Common Units issued and held solely by the Corporation and Holdings and are hereby designated as “Voting Units.” There shall be Partnership is authorized to issue an unlimited number of Class A Common Units authorized for issuance by the Company. As of the date of this Agreement, 57,488,068 Class A Common Units are issued and outstanding. (ii) The Class B Common Units shall be Common Units issued and held solely by Members other than the Corporation and Holdings, shall, along with shares of Class B Common Stock held in tandem with the Class B Common LP Units, be entitled to shares of Class A Common Stock in Share Settlement and are hereby designated as “Voting Units.” There shall be an unlimited number of Class B Common LP Units authorized for issuance and general partnership interests as described herein. A partnership interest is personal property. A Partner has no interest in specific Partnership property by the Company. As way of the date of his, her or its Partnership Unit interests. (b) Except as otherwise provided in this Agreement, 55,034,161 no Class A LP Unit shall have any preference or right in any circumstances over any other Class A LP Unit. The holders of the Class A LP Units shall have the right to one vote for each Class A LP Unit held in respect of all matters to be decided by the Limited Partners. The Class A LP Units represent the right to participate in the distributions of the Partnership as provided for herein. (c) Except as otherwise provided in this Agreement, no Class B Common LP Unit shall have any preference or right in any circumstances over any other Class B LP Unit. Except as otherwise provided in this Agreement or as required by law, the holders of the Class B LP Units shall not have the right to exercise any votes in respect of matters to be decided by the Limited Partners. The Class B LP Units represent only the right to participate in the distributions of the Partnership as provided for herein. The Class B LP Units are issued together with an equivalent number of Special Voting Units in the Fund, and outstandingare indirectly exchangeable for Fund Units in the manner set out herein (the procedure for which is set out in the Exchange Agreement). (iiid) Except as otherwise provided in this Agreement, no Class A LP Unit or Class B LP Unit shall have any preference or right in any circumstances over any other Class A LP Unit or Class B LP Unit. (e) The General Partner, in its capacity as a general partner of the Partnership, shall hold a 0.01% undivided interest in the Partnership. The General Partner shall have the right to receive distributions in respect of its interest only as expressly provided for in this Agreement. (f) The Partnership Units will be subject to a consolidation, split or modification as is required from time to time on the equivalent basis that a consolidation, split or modification is made to the Fund Units. Such amendment or modification will be made automatically upon a consolidation, split or modification to the Fund Units with such differences only as are required to reflect the legal nature of the Partnership, as is determined by the General Partner. (g) Notwithstanding any other provision of this Section 3.1 or Section 3.5, in no event shall the holders of Class B LP Units be entitled to receive Fund Units if such action would jeopardize the Fund's status as a "mutual fund trust" under the Tax Act. In the event this Section 3.1(g) applies, the rights of a holder of Class B LP Units will remain unaffected until such time as such exchange may be made in accordance with this Section 3.1(g). (h) If at any time the holders of Fund Units are granted any rights to participate in a distribution reinvestment program or rights offering of the Fund, then the holders of Class B LP Units will, subject to any required statutory or regulatory order or waiver, be entitled to participate in such distribution reinvestment program or rights offering on an equal unit for unit basis with the holders of Fund Units. The General Partner will undertake all reasonable steps and actions as are required to require the trustees of the Fund to offer such participation and rights to the holders of Class B LP Units and to obtain any required statutory or regulatory order or waiver. (i) Subject to the affirmative consent or approval provisions of the Majority Members, the Manager is hereby expressly authorized, by resolution or resolutions thereof (as the same may be amended or amended and restated, eachExchange Agreement, a “Designation” and more than one, the “Designations”), to authorize, create and provide for one or more classes or series holder of Class B LP Units and, with respect to each such class or series of Units, to fix the designation of such class or series of Units, the rights, powers and duties of the Members holding such class or series of Units, which rights, powers and duties, if any, of the Members holding such class or series of Units may different from those of the Members holding any or all other classes or series of Units shall be entitled at any time outstanding, all without further act, vote, approval or consent to cause the exchange of Class B LP Units into Fund Units on the basis of one Fund Unit for each Class B LP Unit (subject to adjustment as set out in the Exchange Agreement and subject to such restrictions as are provided for in the Exchange Agreement) in the manner set out in the Exchange Agreement and this exchange right shall form part of the Manager, rights inherent in the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law. A Designation shall constitute an amendment to and become part of this Agreement at the time provided in such Designation and shall have the effect of establishing rights, powers and duties under, or altering, amending or supplementing the terms and conditions of, this Agreement, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable LawClass B LP Units.

Units. (ia) The Class authorized number of Series A Common Preferred Units, of Series B Preferred Units, of Series C Preferred Units, of Series C-1 Preferred Units and of Series D Preferred Units shall each be Common unlimited. Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, Series C-1 or Series D Preferred Units issued and held solely that are purchased or otherwise acquired by the Corporation and Holdings and are hereby designated as “Voting Units.” There Partnership shall be an unlimited number of Class A Common Units authorized for issuance by the Company. As of the date of this Agreement, 57,488,068 Class A Common Units are issued and outstandingcancelled. (iib) The Class Series A Preferred Units and the Series B Common Preferred Units shall be Common Units issued and held solely by Members other than the Corporation and Holdings, shall, along with shares as to each such series of Class B Common Stock held in tandem with the Class B Common Preferred Units, be represented by a single Certificate registered in the name of the Depository or its nominee, and no Series A Holder or Series B Holder shall be entitled to shares receive a Certificate evidencing such applicable Units, unless otherwise required by law or the Depository gives notice of Class A Common Stock in Share Settlement and are hereby designated its intention to resign or is no longer eligible to act as “Voting Units.” There shall be an unlimited number of Class B Common Units authorized for issuance by the Company. As of the date of this Agreement, 55,034,161 Class B Common Units are issued and outstanding. (iii) Subject to the affirmative consent or approval of the Majority Members, the Manager is hereby expressly authorized, by resolution or resolutions thereof (as the same may be amended or amended and restated, each, a “Designation” and more than one, the “Designations”), to authorize, create and provide for one or more classes or series of Units and, such with respect to each such class or series of Preferred Units and the Partnership shall have not selected a substitute Depository within 60 calendar days thereafter. So long as the Depository shall have been appointed and is serving with respect to such series of Preferred Units, payments and communications made by the Partnership to fix Series A Holders or Series B Holders shall be made by making payments to, and communicating with, the designation Depository. The Series C Preferred Units, Series C-1 Preferred Units and the Series D Preferred Units shall initially be registered with the Transfer Agent in book-entry form, and payments and communications made by the Partnership to Series C Holders, Series C-1 Holders and Series D Holders shall initially be made by making payments to, and communicating with, the Transfer Agent. At such time as the restrictive legends from the Series C Preferred Units, Series C-1 Preferred Units or Series D Preferred Units, as applicable, have been removed, the Series C Preferred Units, Series C-1 Preferred Units or Series D Preferred Units, as applicable, shall be represented by a single Certificate registered in the name of the Depository or its nominee, at which time no Series C Holder, Series C-1 Holder or Series D Holder shall be entitled to receive a Certificate evidencing such class applicable Units, unless otherwise required by law or the Depository gives notice of its intention to resign or is no longer eligible to act as such with respect to such series of Preferred Units and the Partnership shall have not selected a substitute Depository within 60 calendar days thereafter. Once the Depository has been appointed and is serving with respect to such Series C Preferred Units, the rights, powers and duties of the Members holding such class Series C-1 Preferred Units or series of Series D Preferred Units, which rightsas applicable, powers payments and dutiescommunications made by the Partnership to Series C Holders, if anySeries C-1 Holders or Series D Holders, of the Members holding such class or series of Units may different from those of the Members holding any or all other classes or series of Units at any time outstandingas applicable, all without further actshall be made by making payments to, vote, approval or consent of the Managerand communicating with, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law. A Designation shall constitute an amendment to and become part of this Agreement at the time provided in such Designation and shall have the effect of establishing rights, powers and duties under, or altering, amending or supplementing the terms and conditions of, this Agreement, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable LawDepository.

Units. (ia) The Class A Common Units shall be Common Units issued and held solely by the Corporation and Holdings and are hereby designated as “Voting Units.” There shall be Partnership is authorized to issue various classes of partnership interests, including an unlimited number of Common LP Units and 1,000 Preferred LP Units, except that the Partnership is no longer authorized to issue any Class A Common LP Units authorized for issuance by (as defined in the Company. As of Initial Agreement). (b) Each Class B LP Unit (as defined in the Initial Agreement) issued prior to the date hereof shall be renamed as and from the date hereof as a “Common LP Unit” (it being understood and agreed, for greater certainty, that the exchangeable feature attributed to such LP Units pursuant to the Initial Agreement no longer applies) and each Class C LP Unit (as defined in the Initial Agreement) issued prior to the date hereof shall be renamed as and from the date hereof as a “Preferred LP Unit”. The parties hereto acknowledge and confirm that no Class A LP Unit (as defined in the Initial Agreement) was ever issued. (c) A partnership interest is personal property. A Partner has no interest in specific Partnership property by way of his, her or its Partnership Unit interests. (d) Except as otherwise provided in this Agreement, 57,488,068 Class A no Common LP Unit shall have any preference or right in any circumstances over any other Common LP Unit. The holders of the Common LP Units are issued and outstandingshall have the right to one vote for each Common LP Unit held in respect of all matters to be decided by the Limited Partners. The Common LP Units represent the right to participate in the distributions of the Partnership as provided for herein. (iie) If, and only if, the Kenora Sale Alternative applies, the Initial Limited Partner will be issued all of the 1,000 Preferred LP Units. The Class B Common Preferred LP Units shall not carry any voting rights. The Preferred LP Units will be Common redeemed by the Partnership, in whole or in part, at such time as the Partnership disposes of any asset comprising the Xxxxxx Adjacent Property, in exchange for the net proceeds (after deducting all internal and external expenses incurred in connection with the sale) of any such disposition. The Initial Limited Partner shall be responsible for all representations, warranties and covenants in connection with the sale of any asset comprising the Xxxxxx Adjacent Property to a third party and for all indemnification obligations relating thereto, and shall use its best efforts to provide such representations, warranties and covenants directly to the third party purchaser as principal obligor, failing which the Partnership shall be the principal obligor to the third party purchaser and the Initial Limited Partner shall act as guarantor of the Partnership and shall indemnify the Partnership for all losses incurred by the Partnership as a result of the Partnership having provided such representations, warranties, covenants and indemnification obligations to the third party purchaser. For greater certainty, the Initial Limited Partner shall not be required to act as principal obligor to the third party if the sale to the third party would be jeopardized or adversely affected (including lower price or more onerous terms) by the Partnership not being the principal obligor. The Preferred LP Units issued and held solely by Members shall not give the right to participate in any distributions of the Partnership other than the Corporation and Holdings, shall, along with shares of Class B Common Stock held as provided in tandem with the Class B Common Units, be entitled this Subsection 3.1(e). The Preferred LP Units are not transferable except to shares of Class A Common Stock in Share Settlement and are hereby designated as “Voting Units.” There shall be an unlimited number of Class B Common Units authorized for issuance by the Company. As a Permitted Transferee of the date of this Agreement, 55,034,161 Class B Common Units are issued and outstandingholder thereof. (iiif) Subject to the affirmative consent or approval of the Majority Members, the Manager is hereby expressly authorized, by resolution or resolutions thereof (as the same may be amended or amended and restated, each, a “Designation” and more than one, the “Designations”), to authorize, create and provide for one or more classes or series of Units and, with respect to each such class or series of Units, to fix the designation of such class or series of Units, the rights, powers and duties of the Members holding such class or series of Units, which rights, powers and duties, if any, of the Members holding such class or series of Units may different from those of the Members holding any or all other classes or series of Units at any time outstanding, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law. A Designation shall constitute an amendment to and become part of this Agreement at the time provided in such Designation and The General Partner shall have the effect right to receive distributions in respect of establishing rights, powers and duties under, or altering, amending or supplementing the terms and conditions of, its interest only as expressly provided for in this Agreement, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law.

Units. (ia) The limited partnership interests in the Fund shall be divided into interests of seven Classes, described and designated as “Class A Units”, “Class C Units” , “Class D Units”, “Class E Units”, “Class F Units”, “Class H Units” and “Class U Units”, respectively, which shall be entitled to the rights and subject to the limitations, restrictions and conditions set out herein. Each Unit shall vest indefeasibly in the holder thereof and the interest of each Unitholder shall be determined by the number of Units registered in the name of the Unitholder. (b) The number of Units of each class that the Fund may issue shall be unlimited. The issued and outstanding Units may be subdivided or consolidated from time to time by the General Partner without notice to or approval of the Unitholders, provided that a subdivision or consolidation will not affect the Proportionate Class A Interest, Proportionate Class C Interest, Proportionate Class D Interest, Proportionate Class E Interest, Proportionate Class F Interest, Proportionate Class H Interest, or the Proportionate Class U Interest. (c) The Class A Common Units, Class C Units, Class D Units, Class F Units and Class H Units shall be Common denominated in Canadian dollars, while the Class E Units issued and held solely by the Corporation and Holdings and are hereby designated as “Voting Units.” There Class U Units shall be an unlimited number denominated in U.S. dollars. (d) Each Unit entitles the holder to the same rights and obligations as a Unitholder and no Unitholder is entitled to any privilege, priority or preference in relation to any other Unitholder, subject to the proportionate entitlement of the holders of Class A Common Units, Class C Units, Class D Units, Class E Units, Class F Units, Class H Units authorized for issuance and Class U Units to participate in distributions made by the Company. As of the date of this Agreement, 57,488,068 Class A Common Units are issued and outstanding. (ii) The Class B Common Units shall be Common Units issued and held solely by Members other than the Corporation and Holdings, shall, along with shares of Class B Common Stock held in tandem with the Class B Common Units, be entitled to shares of Class A Common Stock in Share Settlement and are hereby designated as “Voting Units.” There shall be an unlimited number of Class B Common Units authorized for issuance by the Company. As of the date of this Agreement, 55,034,161 Class B Common Units are issued and outstanding. (iii) Subject to the affirmative consent or approval of the Majority Members, the Manager is hereby expressly authorized, by resolution or resolutions thereof (as the same may be amended or amended and restated, each, a “Designation” and more than one, the “Designations”), to authorize, create and provide for one or more classes or series of Units and, with respect to each such class or series of Units, to fix the designation of such class or series of Units, the rights, powers and duties of the Members holding such class or series of Units, which rights, powers and dutiesFund, if any, in accordance with Section 9.7 hereof and to receive proceeds on a termination of the Members holding such Fund, based on the Proportionate Class A Interest, the Proportionate Class C Interest, Proportionate Class D Interest, Proportionate Class E Interest, Proportionate Class F Interest, Proportionate Class H Interest and the Proportionate Class U Interest, respectively. (e) Each Unitholder is entitled to one vote for each Unit held and votes of Unitholders will be conducted with holders of Class A Units, Class U Units, Class D Units, Class E Units, Class F Units, Class H Units and Class C Units voting together as a single class. Notwithstanding the foregoing, if the General Partner determines that the nature of the business to be transacted at a meeting affects Unitholders of one class or series of Units may in a manner materially different from those its effect on Unitholders of the Members holding any or all other classes or series of Units at any time outstanding, all without further act, vote, approval or consent of the Manageranother class, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law. A Designation shall constitute an amendment to and become part Units of this Agreement at the time provided in such Designation and shall have the effect of establishing rights, powers and duties under, or altering, amending or supplementing the terms and conditions of, this Agreement, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Lawaffected class will be voted separately as a class.

Units. (ia) The Class A Common Units shall Each Member’s Interests will be Common represented by Units issued and held solely by the Corporation and Holdings and are hereby designated as “Voting Units.” There shall be an unlimited number of Class A Common Units authorized for issuance by the Company, which Interests may be represented in fractional Unit increments. As The Company will initially issue 1,000,000 Units, which will be divided into 100,000 Class X Units, representing in the aggregate a 10% equity interest in the Company, and 900,000 Class Y Units, representing in the aggregate a 90% equity interest in the Company. Units may, upon approval of the date Manager, be divided into fractions of this AgreementUnits. All Units issued hereunder will be uncertificated; provided, 57,488,068 that the Company may approve specimen certificates representing Class A Common X and Class Y Units are (and fractions thereof, as appropriate) and cause the Company to issue to the Members such certificates specifying the number and type of Units held by each such Member as the Company may approve from time to time. If the Company approves specimen certificates representing any Units and causes the Company to issue certificates representing any Units, for purposes of the Uniform Commercial Code as in effect in the State of Delaware, the Units represented by any such certificate will constitute a “security” within the meaning of Article 8 of such statute and, as such, will be governed by Article 8 thereof, and the Company shall cause any certificate representing Units to contain language to that effect. Additional Units may be issued pursuant to Sections 3.3 and outstanding3.5. (iib) The Class B Common Units shall be Common Units issued and held solely by Members other than the Corporation and Holdings, shall, along with shares of Class B Common Stock held in tandem with the Class B Common Units, be entitled to shares of Class A Common Stock in Share Settlement and are hereby designated as “Voting Units.” There shall be an unlimited number of Class B Common Units authorized for issuance by the Company. As of the date of this Agreement, 55,034,161 Class B Common X Units are issued and outstanding. (iii) Subject to freely convertible, at any time, at the affirmative consent or approval option of the Majority Membersany Record Holder thereof, the Manager is hereby expressly authorized, by resolution or resolutions thereof (as the same may be amended or amended and restated, each, a “Designation” and more than one, the “Designations”), to authorize, create and provide for one or more classes or series of Units and, with respect to each such class or series of Units, to fix the designation of such class or series of Units, the rights, powers and duties of the Members holding such class or series of Units, which rights, powers and duties, if any, of the Members holding such class or series of Units may different from those of the Members holding any or all other classes or series of into Class Y Units at any time outstandingon a one-for-one basis, all without further act, vote, approval subject to the limitation that following any conversion the number of Outstanding Class X Units must be equal to or consent greater than 10% of the Managertotal Outstanding Units (i.e., the Members or any other Person notwithstanding anything in this Agreement aggregate Outstanding Units of all classes). A Record Holder of Class X Units may effect conversion thereof into Class Y Units by delivering to the contrary orCompany written notice of the number of Class X Units that such holder wishes to convert. Promptly following receipt of a notice of conversion of Class X Units into Class Y Units, the Company will deliver a written acknowledgement to the fullest extent permitted by applicable Lawholder of Class X Units requesting such conversion, which notice will confirm the Delaware Act or any other applicable Lawnumber of Units so converted, subject only to the 10% limitation set forth in the preceding sentence. A Designation shall constitute an amendment to and become part of this Agreement If at the time provided in such Designation and shall have of any requested conversion of Class X Units into Class Y Units the effect of establishing rights, powers and duties under, or altering, amending or supplementing the terms and conditions of, this Agreement, all without further act, vote, approval or consent of the ManagerClass X Units are certificated, the Members or any other Person notwithstanding anything in this Agreement certificate representing the Class X Units to be converted must be submitted to the contrary orCompany, properly endorsed by the Record Holder thereof, at or prior to the fullest extent permitted by applicable Law, time of conversion. The Company may impose such other reasonable procedures in connection with the Delaware Act or any other applicable Lawconversion of Class X Units as it may deem appropriate.

Units. (ia) The Class A Common Units shall be Common Units issued Members’ interests in the Company are divided into and held solely represented by the Corporation Units, each having the rights and Holdings and are hereby designated obligations specified in this Agreement, as “Voting Units.” There shall it may be an unlimited number of Class A Common Units authorized for issuance by the Companyamended from time to time. As The Secretary of the date Company shall maintain schedules that set forth the identity of the Members from time to time, their respective mailing addresses and the Units held by them. (b) Effective upon consummation of the Recapitalization and the execution and adoption of this Agreement, 57,488,068 all outstanding “Class A Common Units are issued Units” and outstanding. (ii) The “Class B Common Units Units” of the Company, as defined in the 2008 Operating Agreement, shall be Common Units issued converted into and held solely by Members other than the Corporation and Holdings, shall, along with shares of Class B Common Stock held in tandem with the Class B Common Units, be entitled to shares of Class A Common Stock in Share Settlement and are hereby designated reclassified as “Voting Common Units.” There At such time, each Class B Unit shall be an unlimited converted into one Common Unit and each Class A Unit shall be converted into such number of Class B Common Units authorized for issuance having an equivalent Fair Market Value as determined by the CompanyBoard. As The number and class of Units held by each Member holding Common Units after giving effect to the conversion and reclassification is set out in Schedule 2. Incentive Units under the 2008 Operating Agreement shall continue to be classified as Incentive Units for all purposes under this Agreement upon consummation of the date Recapitalization and the aggregate number of outstanding Incentive Units is listed on Schedule 2. Subject to the terms of this Agreement, 55,034,161 Class B including, without limitation, Section 11.5, the Board may issue additional Common Units and Incentive Units for such purposes and in exchange for such Capital Contributions as it shall deem necessary or desirable. Subject to the terms of this Agreement, including, without limitation, Section 11.5, the Board may create and issue any other class or classes of Units or other equity interests in the Company for such purposes and in exchange for such consideration as it shall deem necessary or desirable, which Units or other equity interests in the Company may have rights and obligations that are issued different from, and outstandingsuperior or inferior to, those of the Common Units and Incentive Units. (iiic) Subject to the affirmative consent or approval of the Majority Members, the Manager is hereby expressly authorized, by resolution or resolutions thereof (as the same A Member may be amended or amended and restated, each, a “Designation” and more than one, the “Designations”), to authorize, create and provide for own one or more classes of Units. Except as provided herein, the ownership of a Unit of one class shall not affect the rights or series obligations of Units and, a Member with respect to each Units of other classes. Any reference to the holder of a class of Units shall be deemed to refer to such holder only to the extent of the Units of the relevant class or series held by the Member, unless the context clearly requires otherwise. (d) Except with the prior approval of the Board and the Members holding a majority of the Common Units, Units of one class may not be converted into or exchanged for Units of any other class. (e) Any Incentive Unit that is repurchased or cancelled by the Company pursuant to fix the designation terms of such class any Incentive Unit Agreement or series otherwise, shall no longer be deemed to be outstanding for any purpose under this Agreement. (f) Pursuant to the Incentive Unit Agreements and upon approval by the Board, and in accordance with any equity incentive plan approved by the Holders of a majority of the Common Units, the rights, powers and duties of Company may issue Incentive Units (the Members holding such class or series of “Authorized Incentive Units, which rights, powers and duties, if any, of the Members holding such class or series of Units may different from those of the Members holding any or all other classes or series of Units at any time outstanding, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law. A Designation shall constitute an amendment to and become part of this Agreement at the time provided in such Designation and shall have the effect of establishing rights, powers and duties under, or altering, amending or supplementing the terms and conditions of, this Agreement, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law”).

Units. (ia) The Limited liability company interests in the Company shall be represented by Units. At the execution of this Agreement, the Units are comprised of only Common Units. Immediately after giving effect to the transactions contemplated by the Merger Agreement, each Member holds the number of Units set forth opposite such Member’s name on Exhibit A attached hereto. For the avoidance of doubt, in connection with the Class A Restricted Common Stock Consideration issued by the Managing Member to certain holders of Merger Partner PIUs, the Company has issued to the Managing Member a corresponding number of Common Units. Such Common Units shall be subject to the same vesting or forfeiture terms as the corresponding restricted Class A Common Shares; if any restricted Class A Common Shares vest or are forfeited, then a corresponding number of the Common Units issued and held solely by the Corporation and Holdings and are hereby designated as “Voting Units.” There Company to the Managing Member shall automatically vest or be an unlimited number forfeited. Common Units which correspond to the Class A Restricted Common Stock Consideration shall participate in Distributions pursuant to Article IV the extent that the holders of the corresponding restricted Class A Common Units authorized for issuance by Shares are entitled to receive dividends thereon pursuant to the Company. As terms of the date Company Plan. Any cash or property held by either the Managing Member or the Company or on either’s behalf in respect of this Agreement, 57,488,068 dividends paid on restricted Class A Common Units are issued and outstandingShares that fail to vest shall be returned to the Company upon the forfeiture of such restricted Class A Common Shares. (ii) The Class B Common Units shall be Common Units issued and held solely by Members other than the Corporation and Holdings, shall, along with shares of Class B Common Stock held in tandem with the Class B Common Units, be entitled to shares of Class A Common Stock in Share Settlement and are hereby designated as “Voting Units.” There shall be an unlimited number of Class B Common Units authorized for issuance by the Company. As of the date of this Agreement, 55,034,161 Class B Common Units are issued and outstanding. (iiib) Subject to the affirmative consent or approval of the Majority MembersSection 7.04, the Manager is hereby expressly authorizedManaging Member in its sole discretion may establish and issue, by resolution or resolutions thereof (from time to time in accordance with such procedures as the same may be amended or amended and restatedManaging Member shall determine from time to time, eachadditional Units, a “Designation” and more than one, the “Designations”), to authorize, create and provide for in one or more classes or series of Units, or other Company securities, at such price, and with such designations, preferences and relative, participating, optional or other special rights, powers and duties (which may be senior to existing Units, classes and series of Units or other Company securities), as shall be determined by the Managing Member without the approval of any Member or any other Person who may acquire an interest in any of the Units, including (i) the right of such Units to share in Profits and Losses or items thereof; (ii) the right of such Units to share in Distributions; (iii) the rights of such Units upon dissolution and winding up of the Company; (iv) whether, and the terms and conditions upon which, the Company may or shall be required to redeem such Units (including sinking fund provisions); (v) whether such Units are issued with the privilege of conversion or exchange and, with respect if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which such Units will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Common Percentage Interest as to each such class or series Units; (viii) the terms and conditions of Unitsthe issuance of such Units (including the amount and form of consideration, if any, to fix be received by the designation Company in respect thereof, the Managing Member being expressly authorized, in its sole discretion, to cause the Company to issue such Units for less than Fair Market Value); and (ix) the right, if any, of the holder of such class or series of UnitsUnits to vote on Company matters, including matters relating to the relative designations, preferences, rights, powers and duties of the Members holding such class or series Units. Notwithstanding any other provision of Units, which rights, powers and duties, if any, of the Members holding such class or series of Units may different from those of the Members holding any or all other classes or series of Units at any time outstanding, all without further act, vote, approval or consent of the Managerthis Agreement, the Members Managing Member in its sole discretion, without the approval of any Member or any other Person, is authorized (i) to issue Units or other Company securities of any newly established class or any existing class to Members or other Persons who may acquire an interest in the Company, including Equity Interests which constitute a “profits interest” to Persons within the meaning of IRS Revenue Procedures 93-27 and 2001-43 and IRS Notice 2005-43 and which will be issued with the intention that under current interpretations of the Code the recipient will not realize income upon the issuance of such Equity Interests, and that neither the Company nor any Member is entitled to any deduction either immediately or through depreciation or amortization as a result of the issuance of such Equity Interest; (ii) to amend this Agreement to reflect the creation of any such new class, the issuance of Units or other Company securities of such class, and the admission of any Person notwithstanding anything as a Member which has received Units or other Company securities; and (iii) to effect the combination, subdivision and/or reclassification of outstanding Units as may be necessary or appropriate to give economic effect to equity investments in the Company by the Managing Member that are not accompanied by the issuance by the Company to the Managing Member of additional Units and to update the books and records of the Company accordingly. Except as expressly provided in this Agreement to the contrary orcontrary, any reference to “Units” shall include the Common Units and Units of any other class or series that may be established in accordance with this Agreement. All Units of a particular class shall have identical rights in all respects as all other Units of such class, except in each case as otherwise specified in this Agreement. (c) Notwithstanding anything to the fullest extent permitted contrary in this Agreement, the Managing Member shall not cause or permit the Company to issue, or authorize the issuance of, any Units unless the Managing Member has a sufficient number of Class A Common Stock authorized, available and reserved for issuance upon an exchange of such newly issued Units for Class A Common Stock pursuant to an Exchange Transaction. (d) Notwithstanding anything to the contrary in this Agreement, the Company shall not, and the Managing Member shall not cause the Company to, issue any Units if such issuance would result, in the Managing Member’s reasonable discretion, in the Company having more than one-hundred (100) “partners”, within the meaning of Treasury Regulations Section 1.7704-1(h) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3)) or if the Company already has more than one-hundred (100) “partners” but such issuance would further increase the number of “partners” in the Company; provided that, for such purposes, the Company and the Managing Member shall be entitled to assume that each person who is a Member immediately before the Closing is treated as a single partner within the meaning of Treasury Regulations Section 1.7704-1(h) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3)), unless otherwise required by applicable Law, the Delaware Act or any other applicable Law. A Designation shall constitute an amendment to and become part of this Agreement at the time provided in such Designation and shall have the effect of establishing rights, powers and duties under, or altering, amending or supplementing the terms and conditions of, this Agreement, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law.

Units. (a) All interests of the Members in distributions and other amounts specified in this Agreement, as well as the rights of the Members to vote on, consent to, or approve any matter related to the Company, shall be denominated in Units, and the relative rights, privileges, preferences and obligations of the Members with respect to Units shall be determined under this Agreement and the Act to the extent provided herein and therein. The number and the class of Units held by each Member shall be set forth opposite each Member’s name on the Unit Register. (b) The classes of Units as of the Effective Date are initially as follows: (i) The Class A Common Units (the “Common Units”) and (ii) Preferred Units (the “Preferred Units”), which Preferred Units shall be Common consist of Series Seed Preferred Units issued (the “Series Seed Preferred Units”). Subject to the terms of this Agreement and held solely by any other applicable Equity Agreements, the Corporation and Holdings and are hereby designated as “Voting Units.” There shall be Company may issue an unlimited number of Class A Units. The Units shall be represented by certificates or shall be uncertificated at the discretion of the Board. (c) The Company has reserved an aggregate of 450,000 Common Units authorized Units, either as Units, Profits Interests or pursuant to Options (such Units, Profits Interests or Options collectively referred to as “Incentive Awards”), for issuance under an equity incentive plan to be adopted by the Company. As of Company after the date of this AgreementAgreement (the “Equity Incentive Plan”) or pursuant to individual award agreements to certain employees, 57,488,068 Class A Common Units are issued consultants and outstanding. (ii) The Class B Common Units shall be Common Units issued and held solely by Members other than the Corporation and Holdings, shall, along with shares service providers of Class B Common Stock held in tandem with the Class B Common Units, be entitled to shares of Class A Common Stock in Share Settlement and are hereby designated as “Voting Units.” There shall be an unlimited number of Class B Common Units authorized for issuance by the Company. As The Incentive Awards may be vested or unvested at issuance and shall be awarded to such recipients by the Board in accordance with the Equity Incentive Plan (or, if applicable, the individual award agreement) and subject to the terms and conditions, including the imposition of repurchase options or forfeiture in favor of the date Company, all as described in the Equity Incentive Plan or the individual grantee’s award document, as well as all of the obligations and restrictions set forth in this Agreement, 55,034,161 Class B Common Units are issued and outstanding. (iii) Subject . The Board may require payment from Persons acquiring certain Incentive Awards or may issue such Incentive Awards without monetary consideration. Persons who acquire Incentive Awards shall hold such Incentive Awards subject to the affirmative consent or approval provisions of any separate agreements with the Majority MembersCompany governing issuances as well as this Agreement. For the avoidance of doubt and notwithstanding anything to the contrary herein, in no event shall the Manager is hereby expressly authorized, by resolution or resolutions thereof (as Company issue Profits Interests having terms that would result in the same may be amended or amended and restated, each, a “Designation” and more than one, the “Designations”), to authorize, create and provide for one or more classes or series holder of Units and, such Profits Interests receiving any amount with respect to each such class or series Profits Interests upon a hypothetical liquidation of Units, to fix the designation Company immediately after the issuance of such class or series of UnitsProfits Interests, and such Profits Interests may be subject to a distribution threshold as set forth in the rights, powers individual grantee’s award document. The Board may vote to increase the Common Units available under the Equity Incentive Plan up to an additional 418,401 units and duties the holder of the Members holding Series Seed Preferred Units will ensure that any Manager or Managers they appoint will not object to such class or series of Units, which rights, powers and duties, if any, of the Members holding such class or series of Units may different from those of the Members holding any or all other classes or series of Units at any time outstanding, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law. A Designation shall constitute an amendment to and become part of this Agreement at the time provided in such Designation and shall have the effect of establishing rights, powers and duties under, or altering, amending or supplementing the terms and conditions of, this Agreement, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Lawincrease.

Units. (a) The Company shall have two classes of Membership Interests as follows: (i) The a class consisting of 64,545,608.76 authorized Class A Common Units Membership Interests, which shall be Common Units issued and held solely by the Corporation and Holdings and are hereby designated referred to herein as “Voting Units.” There shall be an unlimited number of Class A Common Units authorized for issuance by the Company. As of the date of this Agreement, 57,488,068 Class A Common Units are issued and outstanding.Units”; (ii) The a class consisting of 1,000,000 authorized Class B Common Units Membership Interests which shall be Common Units issued and held solely by Members other than the Corporation and Holdings, shall, along with shares of referred to herein as “Class B Common Stock held in tandem with the Class B Common Units, be entitled to shares of Class A Common Stock in Share Settlement and are hereby designated as “Voting Units.” There Each Class B Unit issued shall have an amount (a “Benchmark Amount”) attributed to it by the Board of Managers, which Benchmark Amount shall be an unlimited number of Class B Common Units authorized for issuance by the Companyreflected on Exhibit 3.1. As of the date of this Agreement, 55,034,161 Class B Common Units are issued and outstanding. (iii) Subject to the affirmative consent or approval of the Majority Members, the Manager is hereby expressly authorized, by resolution or resolutions thereof (as the same may be amended or amended and restated, each, a “Designation” and more than one, the “Designations”), to authorize, create and provide for one or more classes or series of Units and, The Benchmark Amount with respect to each of the Class B Units issued on the date hereof (each, an “Initial Class B Unit”) shall be $0.00. The Benchmark Amount for any other Class B Unit shall be equal to the per-Unit amount that would be distributed in respect of an Initial Class B Unit if the Residual Value was distributed to the Members under Section 5.1 immediately prior to the issuance of such Class B Units for which the Benchmark Amount is being determined. Class A Units and Class B Units are herein sometimes called the “Units.” Any Units purchased or redeemed by the Company shall become authorized but unissued Units. Each class of Membership Interests of the Company shall have the rights and privileges accorded such class as are set forth in this Agreement. Members that own Class A Units are herein sometimes called a “Class A Unitholder” or series collectively the “Class A Unitholders.” Members that own Class B Units are herein sometimes called a “Class B Unitholder” or collectively the “Class B Unitholders.” The Class A Unitholders and Class B Unitholders are referred to herein each as a “Unitholder,” and collectively as “Unitholders.” Any reference herein to a Unitholder holding a particular class of Units, Units shall be deemed to fix refer to such holder only to the designation extent of his ownership of such class or series of Units, the rights, powers and duties of the Members holding such class or series of Units, which rights, powers and duties, if any, of the Members holding such class or series of Units may different from those of the Members holding any or all other classes or series of Units at any time outstanding, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law. A Designation shall constitute an amendment to and become part of this Agreement at the time provided in such Designation and shall have the effect of establishing rights, powers and duties under, or altering, amending or supplementing the terms and conditions of, this Agreement, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law.

Units. (a) The limited liability company interests in the Fund shall be divided into such transferable Units of one or more separate and distinct Classes of Units as the Board, in its sole discretion and without Member approval, from time to time create and establish. The Board shall have full power and authority, in its sole discretion, and without obtaining any prior authorization or vote of the Members of any Class of the Fund (i) The to create, establish and designate, and to change in any manner, any initial Class A Common Units shall or additional Classes, and to fix such preferences, voting powers, rights and privileges of such Classes, which may be Common Units issued superior to the preferences, voting powers, rights and held solely by privileges of any existing class, as the Corporation and Holdings and are hereby designated as “Voting Units.” There shall be an unlimited number of Class A Common Units authorized for issuance by the Company. As of the date of this Agreement, 57,488,068 Class A Common Units are issued and outstanding. Board may from time to time determine; (ii) The Class B Common to divide or combine the Units shall be Common Units issued and held solely by Members other than or any Classes into a greater or lesser number, provided that such division or combination does not change the Corporation and Holdings, shall, along with shares of Class B Common Stock held proportionate beneficial interest in tandem with the Class B Common Units, be entitled to shares of Class A Common Stock in Share Settlement and are hereby designated as “Voting Units.” There shall be an unlimited number of Class B Common Units authorized for issuance by the Company. As assets of the date Fund of this Agreement, 55,034,161 Class B Common any Member or other holder of Units are issued and outstanding. or in any way affect the rights of Units; (iii) Subject to classify or reclassify any unissued Units or any Units previously issued and reacquired of any Class into one or more Classes that may be established and designated from time to time; and (iv) to take such other action with respect to the affirmative consent Units as the Board may deem desirable. Except as provided herein, each Unit of a particular Class shall represent an equal proportionate interest in the assets of the Fund (subject to the liabilities of the Fund), and each Unit of a particular Class shall be equal with respect to net asset value per Unit of that Class as against each other Unit of that Class. The rights attaching to all Units of a particular Class shall be identical as to right of repurchase by the Fund, dividends and other distributions (whether or not on liquidation), and voting rights. Unless another time is specified by the Board, the establishment and designation of any Class shall be effective upon the adoption of a resolution by the Board setting forth such establishment and designation and the preferences, powers, rights and privileges of the Units of such Class, whether directly in such resolution or by reference to, or approval of, another document that sets forth such relative rights and preferences of such Class including, without limitation, any registration statement of the Fund, or as otherwise provided in such resolution; (b) The number of the Fund’s authorized Units of each Class and the number of Units that may be issued is unlimited, and, subject to Section 2.7 hereof and Section 5.1(k) hereof, the Board may issue Units of each Class for such consideration and on such terms as they may determine (or for no consideration if issued in connection with a dividend in Units or a split of Units), or may reduce the number of issued Units in proportion to the relative net asset value of the Units then outstanding, all without action or approval of the Majority Members, . All Units when so issued on the Manager is hereby expressly authorized, terms determined by resolution or resolutions thereof the Board shall be fully paid and non-assessable; (as the same may c) All references to Units in this Agreement shall be amended or amended and restated, each, a “Designation” and more than one, the “Designations”), deemed to authorize, create and provide for one or more classes or series be Units of Units and, with respect to each such class or series of Units, to fix the designation of such class or series of Units, the rights, powers and duties of the Members holding such class or series of Units, which rights, powers and duties, if any, of the Members holding such class or series of Units may different from those of the Members holding any or all Classes as the context may require. All provisions herein relating to the Fund shall apply equally to each Class of the Fund except as the context otherwise requires; (d) In accordance with Section 2.8 hereof, any Director, officer or other classes or series agent of the Fund (including, without limitation, the Adviser and Sponsor), and any organization in which any such Person is interested may acquire, own, and dispose of Units at any time outstanding, all without further act, vote, approval or consent of the ManagerFund to the same extent as if such Person were not a Director, officer or other agent of the Members Fund; and the Fund may issue and sell or cause to be issued and sold and may purchase Units from any such Person or any other Person notwithstanding anything in this Agreement such organization subject only to the contrary orlimitations, restrictions or other provisions applicable to the fullest extent permitted sale or purchase of Units generally; (e) Units shall not be represented by applicable Lawcertificates, but only by notation on the Delaware Act Unit records of the Fund, as kept by the Fund or by any transfer or similar agent, as the case may be. The Unit records of the Fund, whether maintained by the Fund or any other applicable Law. A Designation transfer or similar agent, as the case may be, shall constitute an amendment be conclusive as to who are the holders of each Class of Units and become part of this Agreement at the time provided in such Designation and shall have the effect of establishing rights, powers and duties under, or altering, amending or supplementing the terms and conditions of, this Agreement, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement as to the contrary or, number of Units of each Class held from time to the fullest extent permitted time by applicable Law, the Delaware Act or any other applicable Law.each such Person;

Units. (a) The limited liability company interests in the Fund shall be divided into such transferable Units of one or more separate and distinct Classes of Units as the Board, in its sole discretion and without Member approval, from time to time create and establish. The Board shall have full power and authority, in its sole discretion, and without obtaining any prior authorization or vote of the Members of any Class of the Fund (i) The to create, establish and designate, and to change in any manner, any initial Class A Common Units shall or additional Classes, and to fix such preferences, voting powers, rights and privileges of such Classes, which may be Common Units issued superior to the preferences, voting powers, rights and held solely by privileges of any existing class, as the Corporation and Holdings and are hereby designated as “Voting Units.” There shall be an unlimited number of Class A Common Units authorized for issuance by the Company. As of the date of this Agreement, 57,488,068 Class A Common Units are issued and outstanding. Board may from time to time determine; (ii) The Class B Common to divide or combine the Units shall be Common Units issued and held solely by Members other than or any Classes into a greater or lesser number, provided that such division or combination does not change the Corporation and Holdings, shall, along with shares of Class B Common Stock held proportionate beneficial interest in tandem with the Class B Common Units, be entitled to shares of Class A Common Stock in Share Settlement and are hereby designated as “Voting Units.” There shall be an unlimited number of Class B Common Units authorized for issuance by the Company. As assets of the date Fund of this Agreement, 55,034,161 Class B Common any Member or other holder of Units are issued and outstanding. or in any way affect the rights of Units; (iii) Subject to classify or reclassify any unissued Units or any Units previously issued and reacquired of any Class into one or more Classes that may be established and designated from time to time; and (iv) to take such other action with respect to the affirmative consent Units as the Board may deem desirable. Except as provided herein, each Unit of a particular Class shall represent an equal proportionate interest in the assets of the Fund (subject to the liabilities of the Fund), and each Unit of a particular Class shall be equal with respect to net asset value per Unit of that Class as against each other Unit of that Class. The rights attaching to all Units of a particular Class shall be identical as to right of repurchase by the Fund, dividends and other distributions (whether or not on liquidation), and voting rights. Unless another time is specified by the Board, the establishment and designation of any Class shall be effective upon the adoption of a resolution by the Board setting forth such establishment and designation and the preferences, powers, rights and privileges of the Units of such Class, whether directly in such resolution or by reference to, or approval of, another document that sets forth such relative rights and preferences of such Class including, without limitation, any registration statement of the Fund, or as otherwise provided in such resolution; (b) The number of the Fund’s authorized Units of each Class and the number of Units that may be issued is unlimited, and, subject to Section 2.7 hereof and Section 5.1(k) hereof, the Board may issue Units of each Class for such consideration and on such terms as they may determine (or for no consideration if issued in connection with a dividend in Units or a split of Units), or may reduce the number of issued Units in proportion to the relative net asset value of the Units then outstanding, all without action or approval of the Majority Members. All Units when so issued on the terms determined by the Board shall be fully paid and non-assessable; (c) All references to Units in this Agreement shall be deemed to be Units of any or all Classes as the context may require. All provisions herein relating to the Fund shall apply equally to each Class of the Fund except as the context otherwise requires; (d) In accordance with Section 2.8 hereof, any Director, officer or other agent of the Fund (including, without limitation, the Manager Adviser and Sponsor), and any organization in which any such Person is hereby expressly authorizedinterested may acquire, own, and dispose of Units of the Fund to the same extent as if such Person were not a Director, officer or other agent of the Fund; and the Fund may issue and sell or cause to be issued and sold and may purchase Units from any such Person or any such organization subject only to the limitations, restrictions or other provisions applicable to the sale or purchase of Units generally; (e) Units shall not be represented by certificates, but only by notation on the Unit records of the Fund, as kept by the Fund or by any transfer or similar agent, as the case may be. The Unit records of the Fund, whether maintained by the Fund or any transfer or similar agent, as the case may be, shall be conclusive as to who are the holders of each Class of Units and as to the number of Units of each Class held from time to time by each such Person; (f) All consideration received by the Fund for the issue or sale of Units, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to the Fund generally and not to the account of any particular Member or holder of Units, subject only to the rights of creditors, and shall be so recorded upon the books of account of the Fund; (g) The liabilities, expenses, costs, charges and reserves attributable to the Fund shall be charged and allocated to the assets belonging to the Fund generally and not to the account of any particular Member or holder of Units and shall be so recorded upon the books of account of the Fund; (h) Dividends and distributions on Units may be paid to the Members or holders of Units, with such frequency as the Board may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions thereof (adopted only once or with such frequency as the same Board may be amended or amended and restateddetermine, each, a “Designation” and more than one, the “Designations”), to authorize, create and provide for one or more classes or series of Units and, with respect to each from such class or series of Units, to fix the designation of such class or series of Units, the rights, powers and duties of the Members holding such class income, capital gains accrued or series of Unitsrealized, which rightsand capital and surplus, powers after providing for actual and duties, if any, accrued liabilities of the Members holding such class or series of Fund and for any reasonable reserves as determined by the Board in its sole discretion. All dividends and distributions on Units may different from those of the Members holding any or all other classes or series of Units at any time outstanding, all without further act, vote, approval or consent of the Manager, shall be distributed pro rata to the Members or other holders of Units in proportion to the number of Units held by such Persons at the date and time of record established for the payment of such dividends or distributions, except that in connection with any dividend or distribution program or procedure the Board may determine that no dividend or distribution shall be payable on Units as to which the Member’s purchase order and/or payment have not been received by the time or times established by the Board under such program or procedure. Dividends and distributions on Units may be made in cash or Units or a combination thereof as determined by the Board or pursuant to any program that the Board may have in effect at the time for the election by each Member or other Person notwithstanding holder of Units of the mode of the making of such dividend or distribution to that Person. Any dividend or distribution paid in Units will be paid at the net asset value thereof as determined in accordance with Section 7.2 hereof. Notwithstanding anything in this Agreement to the contrary orcontrary, the Board may at any time declare and distribute a dividend of Units or other property pro rata among the Members or other holders of Units at the date and time of record established for the payment of such dividends or distributions; (i) Notwithstanding anything to the fullest extent permitted by applicable Lawcontrary contained herein, none of the Directors or the Members, nor any other Person on behalf of the Fund, shall make a distribution to the Members on account of their interest in the Fund if such distribution would violate Section 18-607 of the Delaware Act or any other applicable Lawlaw; (j) Units shall be transferable only in accordance with Section 4.3 hereof; (k) The Board, subject to Section 2.7 hereof, may accept investments in the Fund by way of Unit purchase, from such Persons, on such terms (including minimum purchase amounts) and for such consideration, not inconsistent with the provisions of the 1940 Act, as they from time to time authorize or determine. A Designation shall constitute an amendment Such investments may be in the form of cash, Securities or other property in which the Fund is authorized to and become part of this Agreement at the time invest, hold or own, valued as provided in Section 7.2 hereof. The Board may authorize any distributor, principal underwriter, custodian, transfer agent or other Person to accept orders for the purchase or sale of Units that conform to such Designation and shall have the effect of establishing rights, powers and duties under, or altering, amending or supplementing the authorized terms and conditions ofto reject any purchase or sale orders for Units whether or not conforming to such authorized terms; (l) Units may be issued as fractions thereof. Any fractional Unit, this Agreementif outstanding, shall carry proportionately all without further actthe rights and obligations of a whole Unit, voteincluding those rights and obligations with respect to voting, approval or consent receipt of dividends and distributions, redemption of Units, and liquidation of the Manager, the Members or any other Person notwithstanding anything in this Agreement Fund. Fractions of Units shall be calculated to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Lawthree decimal points.

Units. (a) The interest of each Member in the Company shall be expressed in terms of Units. The number of Units owned by each Member shall be as set forth in Schedule A. Said Schedule shall be amended as required from time to time. (b) The Units shall be divided into 2 classes: Class A and Class B, all of which shall be equal in all respects except that Class A Units shall have voting rights (unless held by an assignee who is not admitted to Membership) and Class B Units shall be non-voting, having only economic interests in the Company. Fractional Units shall have proportionate fractional votes and the term Unit or Units shall include fractions of a Unit on a proportionate basis. (c) Class B Units may be converted to Class A Units on a one-for-one basis at any time commencing with February 2003 by the following procedure: (i) The a holder of a Class B Unit or Units may give notice of his intention ("Notice of Intention") to convert his Class B Unit(s) into Class A Common Unit(s) by written notice to that effect to the Company and the other Members during the period September 15 to October 15 of 2002 or of any year thereafter effective as of the following February; (ii) if the holder of Class B Unit or Units gives the said Notice of Intention, then the said holder shall have the right to exercise the right to convert the Unit(s) referred to in the Notice of Intention by written notice to the Company and the other Members ("Notice of Exercise") delivered during the month of February of the year following the year in which the Notice of Intention was given. Upon the timely giving of the Notice of Intention and the Notice of Exercise, the Class B Unit(s) referred to in the notices shall be Common Units issued and held solely by the Corporation and Holdings and are hereby designated as “Voting Units.” There shall be an unlimited number of automatically converted into Class A Common Units authorized for issuance by the Company. As Unit(s) effective as of the date of this Agreement, 57,488,068 Class A Common Units are issued and outstanding. (ii) The Class B Common Units shall be Common Units issued and held solely by Members other than the Corporation and Holdings, shall, along with shares of Class B Common Stock held in tandem with the Class B Common Units, be entitled to shares of Class A Common Stock in Share Settlement and are hereby designated as “Voting Units.” There shall be an unlimited number of Class B Common Units authorized for issuance receipt by the Company. As Company of the date Notice of this Agreement, 55,034,161 Class B Common Units are issued and outstanding.Exercise; and (iii) Subject if a holder of a Class B Unit or Units shall give a Notice of Intention but shall fail to give a timely Notice of Exercise, the affirmative consent or approval said holder shall continue as the holder of the Majority Members, Class B Unit or Units with the Manager is hereby expressly authorized, by resolution or resolutions thereof (as the same may be amended or amended and restated, each, a “Designation” and more than one, the “Designations”), right to authorize, create and provide for one or more classes or series give new timely Notices of Units and, with respect to each such class or series of Units, to fix the designation of such class or series of Units, the rights, powers and duties of the Members holding such class or series of Units, which rights, powers and duties, if any, of the Members holding such class or series of Units may different from those of the Members holding any or all other classes or series of Units at any time outstanding, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law. A Designation shall constitute an amendment to and become part of this Agreement at the time provided in such Designation and shall have the effect of establishing rights, powers and duties under, or altering, amending or supplementing the terms and conditions of, this Agreement, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable LawIntention subsequently.

Units. (a) The limited liability company interests in the Fund shall be divided into such transferable Units of one or more separate and distinct Classes of Units as the Board, in its sole discretion and without Member approval, from time to time create and establish. The Board shall have full power and authority, in its sole discretion, and without obtaining any prior authorization or vote of the Members of any Class of the Fund (i) The to create, establish and designate, and to change in any manner, any initial Class A Common Units shall or additional Classes, and to fix such preferences, voting powers, rights and privileges of such Classes, which may be Common Units issued superior to the preferences, voting powers, rights and held solely by privileges of any existing class, as the Corporation and Holdings and are hereby designated as “Voting Units.” There shall be an unlimited number of Class A Common Units authorized for issuance by the Company. As of the date of this Agreement, 57,488,068 Class A Common Units are issued and outstanding. Board may from time to time determine; (ii) The Class B Common to divide or combine the Units shall be Common Units issued and held solely by Members other than or any Classes into a greater or lesser number, provided that such division or combination does not change the Corporation and Holdings, shall, along with shares of Class B Common Stock held proportionate beneficial interest in tandem with the Class B Common Units, be entitled to shares of Class A Common Stock in Share Settlement and are hereby designated as “Voting Units.” There shall be an unlimited number of Class B Common Units authorized for issuance by the Company. As assets of the date Fund of this Agreement, 55,034,161 Class B Common any Member or other holder of Units are issued and outstanding. or in any way affect the rights of Units; (iii) Subject to classify or reclassify any unissued Units or any Units previously issued and reacquired of any Class into one or more Classes that may be established and designated from time to time; and (iv) to take such other action with respect to the affirmative consent Units as the Board may deem desirable. Except as provided herein, each Unit of a particular Class shall represent an equal proportionate interest in the assets of the Fund (subject to the liabilities of the Fund), and each Unit of a particular Class shall be equal with respect to net asset value per Unit of that Class as against each other Unit of that Class. The rights attaching to all Units of a particular Class shall be identical as to right of repurchase by the Fund, dividends and other distributions (whether or not on liquidation), and voting rights. Unless another time is specified by the Board, the establishment and designation of any Class shall be effective upon the adoption of a resolution by the Board setting forth such establishment and designation and the preferences, powers, rights and privileges of the Units of such Class, whether directly in such resolution or by reference to, or approval of, another document that sets forth such relative rights and preferences of such Class including, without limitation, any registration statement of the Fund, or as otherwise provided in such resolution; (b) The number of the Fund’s authorized Units of each Class and the number of Units that may be issued is unlimited, and, subject to Section 2.7 hereof and Section 5.1(i) hereof, the Board may issue Units of each Class for such consideration and on such terms as they may determine (or for no consideration if issued in connection with a dividend in Units or a split of Units), or may reduce the number of issued Units in proportion to the relative net asset value of the Units then outstanding, all without action or approval of the Majority Members. All Units when so issued on the terms determined by the Board shall be fully paid and non-assessable; (c) All references to Units in this Agreement shall be deemed to be Units of any or all Classes as the context may require. All provisions herein relating to the Fund shall apply equally to each Class of the Fund except as the context otherwise requires; (d) In accordance with Section 2.8 hereof, any Director, officer or other agent of the Fund (including, without limitation, the Manager Adviser and Sponsor), and any organization in which any such Person is hereby expressly authorizedinterested may acquire, own, and dispose of Units of the Fund to the same extent as if such Person were not a Director, officer or other agent of the Fund; and the Fund may issue and sell or cause to be issued and sold and may purchase Units from any such Person or any such organization subject only to the limitations, restrictions or other provisions applicable to the sale or purchase of Units generally; (e) Units shall not be represented by certificates, but only by notation on the Unit records of the Fund, as kept by the Fund or by any transfer or similar agent, as the case may be. The Unit records of the Fund, whether maintained by the Fund or any transfer or similar agent, as the case may be, shall be conclusive as to who are the holders of each Class of Units and as to the number of Units of each Class held from time to time by each such Person. (f) All consideration received by the Fund for the issue or sale of Units, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to the Fund generally and not to the account of any particular Member or holder of Units, subject only to the rights of creditors, and shall be so recorded upon the books of account of the Fund; (g) The liabilities, expenses, costs, charges and reserves attributable to the Fund shall be charged and allocated to the assets belonging to the Fund generally and not to the account of any particular Member or holder of Units and shall be so recorded upon the books of account of the Fund; (h) Dividends and distributions on Units may be paid to the Members or holders of Units, with such frequency as the Board may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions thereof (adopted only once or with such frequency as the same Board may be amended or amended and restateddetermine, each, a “Designation” and more than one, the “Designations”), to authorize, create and provide for one or more classes or series of Units and, with respect to each from such class or series of Units, to fix the designation of such class or series of Units, the rights, powers and duties of the Members holding such class income, capital gains accrued or series of Unitsrealized, which rightsand capital and surplus, powers after providing for actual and duties, if any, accrued liabilities of the Members holding such class or series of Fund and for any reasonable reserves as determined by the Board in its sole discretion. All dividends and distributions on Units may different from those of the Members holding any or all other classes or series of Units at any time outstanding, all without further act, vote, approval or consent of the Manager, shall be distributed pro rata to the Members or other holders of Units in proportion to the number of Units held by such Persons at the date and time of record established for the payment of such dividends or distributions, except that in connection with any dividend or distribution program or procedure the Board may determine that no dividend or distribution shall be payable on Units as to which the Member’s purchase order and/or payment have not been received by the time or times established by the Board under such program or procedure. Dividends and distributions on Units may be made in cash or Units or a combination thereof as determined by the Board or pursuant to any program that the Board may have in effect at the time for the election by each Member or other Person notwithstanding holder of Units of the mode of the making of such dividend or distribution to that Person. Any dividend or distribution paid in Units will be paid at the net asset value thereof as determined in accordance with Section 7.2 hereof. Notwithstanding anything in this Agreement to the contrary orcontrary, the Board may at any time declare and distribute a dividend of Units or other property pro rata among the Members or other holders of Units at the date and time of record established for the payment of such dividends or distributions; (i) Notwithstanding anything to the fullest extent permitted by applicable Lawcontrary contained herein, none of the Directors or the Members, nor any other Person on behalf of the Fund, shall make a distribution to the Members on account of their interest in the Fund if such distribution would violate Section 18-607 of the Delaware Act or any other applicable Lawlaw; (j) Units shall be transferable only in accordance with Section 4.3 hereof; (k) The Board, subject to Section 2.7 hereof, may accept investments in the Fund by way of Unit purchase, from such Persons, on such terms (including minimum purchase amounts) and for such consideration, not inconsistent with the provisions of the 1940 Act, as they from time to time authorize or determine. A Designation shall constitute an amendment Such investments may be in the form of cash, Securities or other property in which the Fund is authorized to and become part of this Agreement at the time invest, hold or own, valued as provided in Section 7.2 hereof. The Board may authorize any distributor, principal underwriter, custodian, transfer agent or other Person to accept orders for the purchase or sale of Units that conform to such Designation and shall have the effect of establishing rights, powers and duties under, or altering, amending or supplementing the authorized terms and conditions ofto reject any purchase or sale orders for Units whether or not conforming to such authorized terms; (l) Units may be issued as fractions thereof. Any fractional Unit, this Agreementif outstanding, shall carry proportionately all without further actthe rights and obligations of a whole Unit, voteincluding those rights and obligations with respect to voting, approval or consent receipt of dividends and distributions, redemption of Units, and liquidation of the Manager, the Members or any other Person notwithstanding anything in this Agreement Fund. Fractions of Units shall be calculated to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Lawthree decimal points.

Units. (ia) The Class A Common Units shall be Common Units issued and held solely by the Corporation and Holdings and are hereby designated as “Voting Units.” There shall be an unlimited number of Class A Common Units authorized for issuance by the Company. As of the date of this AgreementAgreement and the Effective Time, 57,488,068 Class A Common (i) the Seller owns, beneficially and of record, the TempAlert Units, as set forth on Section 4.1(a) of the Company Disclosure Schedule, free and clear of any and all Encumbrances, (ii) the Seller does not own any other securities of TempAlert, and (iii) except as set forth in the Transaction Documents, there are no agreements or other rights or arrangements existing which provide for the sale, purchase, exchange or other transfer by the Seller of the TempAlert Units are issued and outstandingor other equity or securities of TempAlert owned by the Seller. (iib) The Class B Common Units As of Closing Date, (i) the equity interests of HoldCo held by the Sellers shall constitute all of the issued and outstanding equity of HoldCo, and (i) such equity interests (A) shall be Common Units fully paid and nonassessable, (B) shall have been duly authorized and validly issued, (C) shall not have been issued in violation of any preemptive rights, rights of first refusal or similar rights of any Person, and (D) shall have been offered, sold, issued and held solely by Members other than the Corporation delivered in compliance with applicable federal and Holdings, shall, along with shares of Class B Common Stock held in tandem with the Class B Common Units, be entitled to shares of Class A Common Stock in Share Settlement and are hereby designated as “Voting Unitsstate securities Laws.” There shall be an unlimited number of Class B Common Units authorized for issuance by the Company. (c) As of the date Closing Date, except for the equity interests held by the Sellers, HoldCo shall not have any other authorized, issued or outstanding: (i) capital stock, equity securities or securities containing any equity features, (ii) agreements, options, warrants, calls or other arrangements or rights to purchase any equity interests of this AgreementHoldCo, 55,034,161 Class B Common Units are issued and outstanding(iii) securities convertible into or exchangeable for any equity interests of HoldCo, (iv) phantom stock rights, stock appreciation rights, restricted stock awards, or other stock or equity-based awards or rights relating to or valued by reference to the equity of HoldCo, (v) other commitments of any kind for the issuance of additional equity interests or options, warrants or other securities of HoldCo, (vi) outstanding contractual obligations (contingent or otherwise) of HoldCo to repurchase, redeem or otherwise acquire any shares or other equity interests in HoldCo, to make any payments based on the market price or value of shares or other equity interests of HoldCo or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any other entity, or (vii) other equity securities or securities containing any equity features of HoldCo. (iiid) Subject to the affirmative consent or approval As of the Majority MembersClosing Date, (i) HoldCo shall own, beneficially and of record, the Manager is hereby expressly authorizedNewCo Units, by resolution free and clear of any and all Encumbrances, and (ii) except as set forth in the Transaction Documents, there shall be no agreements or resolutions thereof (as the same may be amended other rights or amended and restated, each, a “Designation” and more than one, the “Designations”), to authorize, create and arrangements existing which provide for one the sale, purchase, exchange or more classes or series of Units and, with respect to each such class or series of Units, to fix the designation of such class or series of Units, the rights, powers and duties other transfer by HoldCo of the Members holding such class or series of NewCo Units, which rights, powers and duties, if any, of the Members holding such class or series of Units may different from those of the Members holding any or all other classes or series of Units at any time outstanding, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law. A Designation shall constitute an amendment to and become part of this Agreement at the time provided in such Designation and shall have the effect of establishing rights, powers and duties under, or altering, amending or supplementing the terms and conditions of, this Agreement, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law.

Units. (ia) The Effective upon the date hereof, Pubco has been admitted to the Company as the Managing Member and, pursuant to Section 2.1(b)(viii) of the Reorganization Agreement, the Company hereby reclassifies all Class A Units, Class B Units, Class C Units and Class D Units outstanding as of immediately following the Pricing into a number of Common Units shall be Common Units issued and held solely by (rounded up or down to the Corporation and Holdings and are hereby designated as “Voting Units.” There shall be an unlimited number nearest whole number) having a value equal to the amount that would have been distributed in respect thereof pursuant to Section 6.4(b) of Class A Common Units authorized for issuance by the Company. As of Prior Agreement had the Company been liquidated on the date of this Agreement, 57,488,068 the Pricing and had gross proceeds from such liquidation been distributed to the Members pursuant to Section 6.4(b) of the Prior Agreement in an aggregate amount equal to the total equity value of all Class A Common Units are issued and outstanding. (ii) The Units, Class B Common Units shall be Common Units issued and held solely by Members other than the Corporation and Holdings, shall, along with shares of Class B Common Stock held in tandem with the Class B Common Units, be entitled to shares Class C Units and Class D Units that is implied by the public offering price per share of Class A Common Stock in Share Settlement the IPO (with respect to each Class A Unit, Class B Unit, Class C Unit or Class D Unit, its “Hypothetical Liquidation Value”), such number of Common Units are set forth on Exhibit A. (b) Effective upon the date hereof, pursuant to the terms of the Management Holdco Equity Agreements, Management Holdco has recapitalized the Management Holdco Interests (whether vested or unvested) held by each respective Management Holdco Partner into a corresponding number of Holdco Common Units in respect of each Common Unit that Management Holdco holds in the Company attributable to such Management Holdco Partner. (c) After giving effect to the transactions described in Section 2.1(a) and are hereby designated Section 2.1(a), each of the Persons listed on the Register of Members attached hereto as Exhibit A delivered to the GA Members concurrently with the execution of this Agreement (the “Voting Units.” There Register of Members”) owns the number of Common Units set forth opposite such Member’s name on Exhibit A and shall be an unlimited number of Class B Common Units authorized for issuance by credited with the Company. Reorganization Date Capital Account Balance set forth on Exhibit A. As of soon as reasonably practicable following the date execution of this Agreement, 55,034,161 the Company shall provide written notice to each Member setting forth the Hypothetical Liquidation Value attributable to the Class A Units, Class B Units, Class C Units and/or Class D Units previously held thereby and the resulting number of Common Units then owned thereby. The Register of Members shall be maintained by the Managing Member on behalf of the Company in accordance with this Agreement and, upon any subsequent update to the Register of Members, the Managing Member shall deliver a copy of such updated Register of Members to the GA Members. When any Units are issued, repurchased, redeemed, converted or Transferred in accordance with this Agreement, the Register of Members shall be amended by the Managing Member to reflect such issuance, repurchase, redemption, conversion or Transfer, the admission of additional Members and the resulting Tax Allocation Percentages and Percentage Interest of each Member. Following the date hereof, no Person shall be admitted as a Member and no additional Units shall be issued and outstandingexcept as expressly provided herein. (iiid) Subject The Managing Member may cause the Company to authorize and issue from time to time such other Units of any type, class or series and having the designations, preferences and/or special rights as may be determined by the Managing Member. Such Units may be issued pursuant to such agreements as the Managing Member shall approve, including pursuant to the affirmative consent or approval of the Majority Members, the Manager is hereby expressly authorized, by resolution or resolutions thereof (as the same may be amended or amended and restated, each, a “Designation” and more than one, the “Designations”), to authorize, create and provide for one or more classes or series of Units andIncentive Plan, with respect to each Persons employed by or otherwise performing services for the Company or any of the Subsidiaries, other equity compensation agreements, options or warrants. When any such class or series of Units, to fix the designation of such class or series of Unitsother Units are authorized and issued, the rightsRegister of Members and this Agreement shall be amended by the Managing Member to reflect such additional issuances and resulting dilution, powers and duties which shall be borne pro rata by all Members based on their Common Units. (e) Unvested Common Units shall be subject to the terms of the Members holding such class or series of UnitsIncentive Plan and/or the Management Holdco Equity Agreements, which rights, powers and duties, if any, of the Members holding such class or series of Units may different from those of the Members holding any or all other classes or series of Units at any time outstanding, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law. A Designation shall constitute an amendment to and become part of this Agreement at the time provided in such Designation and Managing Member shall have sole and absolute discretion to interpret and administer the effect of establishing rights, powers Incentive Plan and/or the Management Holdco Equity Agreements and duties under, to adopt such amendments thereto or altering, amending or supplementing otherwise determine the terms and conditions of, of such Unvested Common Units in accordance with this Agreement, all without further act, vote, approval or consent the Incentive Plan and/or the Management Holdco Equity Agreements. Distributions shall not be made in respect of Unvested Common Units. Unvested Common Units that fail to vest and are forfeited by the Manager, the Members or applicable Member shall cease to be outstanding and shall not be entitled to any other Person notwithstanding anything in this Agreement distributions pursuant to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable LawSection 4.1.

Units. (ia) The membership interests in the Company are divided into and represented by the Units, currently classified as Class A Common Units shall be Common Units issued and held solely by the Corporation and Holdings and are hereby designated as “Voting Units.” There shall be an unlimited number of Class A Common Units authorized for issuance by the Company. As of the date of this Agreement, 57,488,068 Class A Common Units are issued and outstanding. (ii) The Class B Common Units and Class C Common Units, with each having the rights and obligations specified in this Agreement, as it may be amended from time to time. The Secretary of the Company shall be maintain Schedule 1 and Schedule 2, identifying the Members from time to time, their respective mailing addresses and the Units held by them. The Secretary shall amend such schedules from time to time as necessary. (b) Subject to the terms of this Agreement (including Sections 3.6(e), (f) and (g) and the Carmike Subscription Agreement), the Board may issue additional Class A Common Units issued and held solely by Members other than the Corporation and HoldingsUnits, shall, along with shares of Class B Common Stock Units and Class C Common Units for such purposes and in exchange for such Capital Contributions as it shall deem necessary or desirable or in exchange for services, and the Board may create and issue any other class or classes of Units or other equity interests in the Company for such purposes and in exchange for such consideration as it shall deem necessary or desirable, and shall issue the Bonus Units (as defined in the Carmike Subscription Agreement) to Carmike as and when required by the Carmike Subscription Agreement, which Units or other equity interests in the Company may have rights and obligations that are different from, and superior or inferior to, those of the Class A Common Units, the Class B Common Units and the Class C Common Units. (c) A Member may own one or more classes of Units. Except as provided herein, the ownership of a Unit of one class shall not affect the rights or obligations of a Member with respect to Units of other classes. Any reference to the holder of a class of Units shall be deemed to refer to such holder only to the extent of the Units of the relevant class held in tandem with by the Member, unless the context clearly requires otherwise. (d) Units of one class may not be converted into or exchanged for Units of any other class without the prior written approval of the Board. (e) Any Unit that is repurchased by the Company shall no longer be deemed to be outstanding for any purpose under this Agreement. (f) Pursuant to the Incentive Unit Agreements entered into by the Company from time to time and upon approval by the Board, the Company may issue up to an aggregate of 200,000 Class B Common Units, be entitled to shares constituting five percent (5%) of Class A Common Stock in Share Settlement and are hereby designated the authorized Units as “Voting Units.” There shall be an unlimited number of Class B Common Units authorized for issuance by the Company. As of the date of this Agreement, 55,034,161 Class B Common hereof (excluding the Bonus Units are issued and outstanding. (iii) Subject issuable to Carmike pursuant to the affirmative consent Carmike Subscription Agreement), subject to further increase or approval decrease at the discretion of the Majority Members, the Manager is hereby expressly authorized, by resolution or resolutions thereof (as the same may be amended or amended Board and restated, each, a “Designation” and more than one, the “Designations”Section 3.6(e), to authorize, create and provide for one or more classes or series of Units and, with respect to each such class or series of Units, to fix the designation of such class or series of Units, the rights, powers and duties of the Members holding such class or series of Units, which rights, powers and duties, if any, of the Members holding such class or series of Units may different from those of the Members holding any or all other classes or series of Units at any time outstanding, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law. A Designation shall constitute an amendment to and become part of this Agreement at the time provided in such Designation and shall have the effect of establishing rights, powers and duties under, or altering, amending or supplementing the terms and conditions of, this Agreement, all without further act, vote, approval or consent of the Manager, the Members or any other Person notwithstanding anything in this Agreement to the contrary or, to the fullest extent permitted by applicable Law, the Delaware Act or any other applicable Law.