Common use of Executive Committee Clause in Contracts

Executive Committee. The executive committee (the “Executive Committee”) shall function primarily as an advisory body to the Board and provide consultation and recommendations to the Board on operating and strategic matters for any of the Group Companies, including the matters set forth as follows: (i) operational performance of any of Group Companies (against budgets, strategic business plans and contractual obligations e.g., debt covenants); (ii) appropriate strategies for any of the Group Companies; (iii) strategic business and financing plan(s) and annual budget of any of the Group Companies (including but not limited to any changes to the same); (iv) acquisitions, dispositions, investments and other potential growth and expansion opportunities (including but not limited to the identification, evaluation of new sites and new building opportunities) for any of the Group Companies; (v) capital structure and financing strategy of Group Companies, including but not limited to any debt, equity or equity-linked financing transactions, as well as any issuance, repurchase, conversion or redemption of any equity interests or debt of any of the Group Companies; (vi) any material litigation or other legal or administrative proceedings to which any of the Group Companies is a party; (vii) entry into any material contracts exceeding the approval authority of the Senior Management Personnel; (viii) enter into or agree to any transaction between any Group Company and any Member, director, officer or Affiliate of the Company or of any Affiliate thereof; and (ix) any other responsibilities as are delegated to the Executive Committee by the Board from time to time. For efficiency, the Board may delegate certain decision making authority to the Executive Committee (including but not limited to approving capital and operational expenditure and changes to any strategic or business plan(s)) within appropriate perimeters approved by the Board. To the extent that the Executive Committee is delegated such authority from the Board, the Executive Committee shall function as an executive body of the Board in respect of the matters so delegated. The Executive Committee shall comprise of five (5) members (who may or may not be members of the Board) (the “Executive Committee Members”), of whom two (2) Executive Committee Members shall be nominated by the Series C Shareholder, one (1) Executive Committee member shall be nominated by the Existing Preferred Shareholders (approved by the holders of at least fifty percent (50%) of the then outstanding Existing Preferred Shares) (voting as a separate class). The remaining two (2) Executive Committee Members shall comprise the CEO and such other person as nominated by the CEO or the Ordinary Shareholders (voting as a separate class). The Chairman of the Executive Committee shall be the CEO of the Company and the deputy Chairman of the Executive Committee shall be one of the two Executive Committee Members nominated by the Series C Shareholder. Neither the Chairman nor the deputy Chairman of the Executive Committee shall have a casting vote. All recommendations or decisions (as the case may be) of the Executive Committee must be approved by a majority of the Executive Committee Members, including at least one (1) Executive Committee Member nominated by the Series C Shareholder and one (1) Executive Committee Member nominated by the Existing Preferred Shareholders (approved by the holders of at least fifty percent (50%) of the then outstanding Existing Preferred Shares, voting as a separate class).

Executive Committee. The (a) Concurrent with the execution and delivery of this Agreement, the Board is establishing an executive committee of PubCo officers responsible for day-to-day management of PubCo and its Subsidiaries (the “Executive Committee”) shall function primarily as an advisory body to the ). The Board and provide consultation and recommendations to the Board on operating and strategic matters for any of the Group Companies, including the matters set forth as follows: (i) operational performance of any of Group Companies (against budgets, strategic business plans and contractual obligations e.g., debt covenants); (ii) appropriate strategies for any of the Group Companies; (iii) strategic business and financing plan(s) and annual budget of any of the Group Companies (including but not limited to any changes to the same); (iv) acquisitions, dispositions, investments and other potential growth and expansion opportunities (including but not limited to the identification, evaluation of new sites and new building opportunities) for any of the Group Companies; (v) capital structure and financing strategy of Group Companies, including but not limited to any debt, equity or equity-linked financing transactions, as well as any issuance, repurchase, conversion or redemption of any equity interests or debt of any of the Group Companies; (vi) any material litigation or other legal or administrative proceedings to which any of the Group Companies is a party; (vii) entry into any material contracts exceeding the approval authority of the Senior Management Personnel; (viii) enter into or agree to any transaction between any Group Company and any Member, director, officer or Affiliate of the Company or of any Affiliate thereof; and (ix) any other responsibilities as are has delegated to the Executive Committee by the oversight over and responsibility for the day-to-day management of PubCo and its Subsidiaries. Notwithstanding the foregoing, reserved from such delegation (to remain subject to the approval of the Board from time or a committee thereof) are (i) any matters that are required or recommended to time. For efficiencybe delegated to a committee of the Board under the rules of the New York Stock Exchange, (ii) the matters that require Special Majority Board Approval under Section 2.2, and (iii) the matters that require the approval of NB under Section 2.3(a) or Section 2.3(b) (collectively, the Board may delegate certain decision making authority to “Excluded Matters”). (b) The Executive Committee will initially have seven members and be comprised of each of the ORC Principals and each of the ▇▇▇▇ Principals. A member of the Executive Committee (including but that is not limited to approving capital and operational expenditure and changes to any strategic or business plan(s)) within appropriate perimeters approved by the Board. To the extent that a Key Individual may only be removed from the Executive Committee is delegated upon the earliest to occur of (x) the applicable Special Executive Committee Approval for removal (whether or not for Cause), (y) the later to occur of (1) the termination of such authority individual’s employment or consultant relationship with PubCo or its applicable Subsidiary or (2) the date upon which such individual no longer serves as a Director, or (z) such individual’s resignation from the Board, Executive Committee. A member of the Executive Committee shall function as an executive body that is a Key Individual may only be removed from the Executive Committee upon the earliest to occur of (x) in the case of the Board in respect commission of Cause by such Key Individual, the matters so delegated. The Special Executive Committee shall comprise Approval for removal (determined without regard to the vote of five (5) members (who may or may not be members of the Board) (the “Executive Committee Members”such Key Individual), (y) the later to occur of whom two (1) the termination of such individual’s employment or consultant relationship with PubCo or its applicable Subsidiary or (2) Executive Committee Members shall be nominated by the Series C Shareholder, one (1) Executive Committee member shall be nominated by the Existing Preferred Shareholders (approved by the holders of at least fifty percent (50%) of the then outstanding Existing Preferred Shares) (voting date upon which such individual no longer serves as a separate class)Director, or (z) such individual’s resignation from the Executive Committee. The In the event of such a removal, the remaining two (2) Executive Committee Members shall comprise the CEO and such other person as nominated by the CEO or the Ordinary Shareholders (voting as a separate class). The Chairman members of the Executive Committee shall be endeavor in good faith to select a replacement for such individual from among the CEO employees of the Company PubCo and the deputy Chairman its Subsidiaries, and such a replacement shall become a member of the Executive Committee upon Special Executive Committee Approval. (c) The Executive Committee’s approval of any matter within its authority shall be one generally require a majority vote of the two Executive Committee Members nominated by the Series C Shareholder. Neither the Chairman nor the deputy Chairman members of the Executive Committee shall have a casting voteCommittee. All recommendations or decisions (as Notwithstanding the case may be) of foregoing sentence, the Executive Committee must be approved by a majority may not approve any of the following matters without the vote of each Key Individual then-serving on the Executive Committee Members, including at least one (1) “Special Executive Committee Member nominated by the Series C Shareholder and one (1) Executive Committee Member nominated by the Existing Preferred Shareholders (approved by the holders of at least fifty percent (50%) of the then outstanding Existing Preferred Shares, voting as a separate class).Approval”):

Executive Committee. The executive committee Except to the extent otherwise agreed to in writing by (i) the “MD Stockholders, so long as a Designation Rights Trigger Event has not occurred with respect to the Class A DHI Common Stock, and (ii) the SLP Stockholders, so long as a Designation Rights Trigger Event has not occurred with respect to the Class B DHI Common Stock, the Executive Committee shall have the following powers, responsibilities and authority, it being intended that with respect to the matters delegated by the Board to the Executive Committee”) , the Executive Committee shall function primarily as an advisory body to exercise the full power, responsibility and authority of the Board and provide consultation and recommendations with respect to the Board on operating and strategic matters for any of the Group Companies, including the matters set forth as followssuch matters: (i) operational performance the review and approval of any acquisitions and dispositions by the Company and any of Group Companies (against budgetsits Subsidiaries, strategic business plans to the extent requiring approval of the Board and contractual obligations e.g., debt covenants)excluding dispositions of shares of Class V Stock; (ii) appropriate strategies for any the review and approval of the Group Companiesannual budget and business plan of the Company and its Subsidiaries; (iii) strategic business the incurrence of indebtedness by the Company and financing plan(s) and annual budget of any or its Subsidiaries, to the extent that such incurrence requires approval of the Group Companies (including but not limited to any changes to the same)Board; (iv) acquisitionsthe entering into of material commercial agreements, dispositionsjoint ventures and strategic alliances by the Company or its Subsidiaries, investments and other potential growth and expansion opportunities (including but not limited in each case to the identification, evaluation of new sites and new building opportunities) for any extent requiring the approval of the Group CompaniesBoard; (v) capital structure the appointment, removal and financing strategy compensation of Group Companies, including but not limited to any debt, equity or equity-linked financing transactions, as well as any issuance, repurchase, conversion or redemption of any equity interests or debt of any senior executives of the Group CompaniesCompany or its Subsidiaries, other than equity compensation and grants (which will be made either by the full Board or, if one is established, the Compensation Committee and/or a subcommittee thereof); (vi) any material litigation the adoption of employee benefit plans by the Company or other legal or administrative proceedings its Subsidiaries, to which any the extent that such action requires approval of the Group Companies is a partyBoard; (vii) entry into any material contracts exceeding the approval authority redemption or repurchase by the Company of the Senior Management PersonnelDHI Common Stock; (viii) enter into or agree to any transaction between any Group Company and any Member, director, officer or Affiliate of the commencement and/or settlement by the Company or its Subsidiaries of any Affiliate thereoflitigation, in each case to the extent such action requires the approval of the Board; and (ix) any such other responsibilities matters as are may be delegated by the Board to the Executive Committee by the Board from time to timeCommittee. For efficiencythe sake of clarity, the Board may delegate certain decision making foregoing, including any further delegation of powers, responsibilities and authority to the Executive Committee (including but not limited Committee, is in no way intended to approving capital limit, impact or otherwise affect the rights granted pursuant to Section 3.3(a) and operational expenditure and changes to any strategic or business plan(s)Section 3.3(b) within appropriate perimeters approved by the Board. To the extent that the Executive Committee is delegated such authority from the Board, the Executive Committee shall function as an executive body of the Board in respect of the matters so delegated. The Executive Committee shall comprise of five (5) members (who may or may not be members of the Board) (the “Executive Committee Members”), of whom two (2) Executive Committee Members shall be nominated by the Series C Shareholder, one (1) Executive Committee member shall be nominated by the Existing Preferred Shareholders (approved by the holders of at least fifty percent (50%) of the then outstanding Existing Preferred Shares) (voting as a separate class). The remaining two (2) Executive Committee Members shall comprise the CEO and such other person as nominated by the CEO or the Ordinary Shareholders (voting as a separate class). The Chairman of the Executive Committee shall be the CEO of the Company and the deputy Chairman of the Executive Committee shall be one of the two Executive Committee Members nominated by the Series C Shareholder. Neither the Chairman nor the deputy Chairman of the Executive Committee shall have a casting vote. All recommendations or decisions (as the case may be) of the Executive Committee must be approved by a majority of the Executive Committee Members, including at least one (1) Executive Committee Member nominated by the Series C Shareholder and one (1) Executive Committee Member nominated by the Existing Preferred Shareholders (approved by the holders of at least fifty percent (50%) of the then outstanding Existing Preferred Shares, voting as a separate class)hereof.

Executive Committee. 6.1 Membership on the Executive Committee There is hereby established an Executive Committee of the Dakota 911, the members of which shall serve without salary and shall oversee the operations and functions of the Dakota 911 as set forth in this Article and the Bylaws of the Committee. The executive committee (Executive Committee shall consist of the “chief administrators of each Member. Each Member shall have one seat on the Executive Committee”) shall function primarily . Each Member may also designate a second employee or staff person as an advisory body alternate representative to attend Committee meetings and vote, on behalf of such Member, on matters brought before the Committee when a representative is absent, consistent with the procedures set forth in the Bylaws. Each representative and alternate representative shall serve without salary, but each may be reimbursed for necessary expenses incurred in connection with the Dakota 911 business, as determined by the Board of Directors. If any Committee representative ceases to be the chief administrator of a Member, such seat may be occupied by the alternate representative until a successor chief administrator or interim chief administrator is appointed by such Member. 6.2 Purpose and Powers of the Committee The Executive Committee shall have the following powers and duties: a. provide direction and oversight of the operations of the Dakota 911, subject to the policy direction established by the Board of Directors, and within the limits fixed by the operating and capital budgets, provided that no financial obligation exceeding the amount of the approved budget shall be incurred by the Executive Committee without the prior consent of the Board of Directors; b. carry out the policy decisions of the Board of Directors and make recommendations to the Board of Directors; c. adopt Committee Bylaws and amend the Bylaws from time to time as it deems necessary; d. review all administrative decisions concerning personnel, development efforts, operations, cost sharing, expenditure approval, utilization of personnel and equipment, and operational decisions made by the Executive Director as deemed necessary by the Committee; e. assist the Board of Directors in the recruitment of candidates for the position of Executive Director and the review of candidate qualifications and provide consultation recommendations to the Board of Directors on the hiring, termination and review of the performance of the Executive Director; f. conduct an annual evaluation of the Executive Director's performance and present its findings and recommendations to the Board on of Directors before the date the Board approves the annual operating and strategic matters for any of the Group Companies, including the matters set forth as follows: (i) operational performance of any of Group Companies (against capital budgets, strategic business plans and contractual obligations e.g., debt covenants); (ii) appropriate strategies for any of g. establish and assign tasks to advisory subcommittees as the Group CompaniesCommittee deems necessary; (iii) strategic business and financing plan(s) and annual budget h. make recommendations to the Board of any of the Group Companies (including but not limited to any Directors on changes to the same)membership of the Dakota 911; (iv) acquisitionsi. Review, dispositions, investments modify and other potential growth and expansion opportunities (including but not limited approve to the identification, evaluation of new sites proposed annual operating and new building opportunities) for any of capital budgets prepared by the Group Companies; (v) capital structure and financing strategy of Group Companies, including but not limited Executive Director prior to any debt, equity or equity-linked financing transactions, as well as any issuance, repurchase, conversion or redemption of any equity interests or debt of any of the Group Companies; (vi) any material litigation or other legal or administrative proceedings to which any of the Group Companies is a party; (vii) entry into any material contracts exceeding the approval authority of the Senior Management Personnel; (viii) enter into or agree to any transaction between any Group Company and any Member, director, officer or Affiliate of the Company or of any Affiliate thereof; and (ix) any other responsibilities as are delegated submittal to the Executive Committee by the Board from time to time. For efficiency, the Board may delegate certain decision making authority to the Executive Committee (including but not limited to approving capital and operational expenditure and changes to any strategic or business plan(s)) within appropriate perimeters approved by the Board. To the extent that the Executive Committee is delegated such authority from the Board, the Executive Committee shall function as an executive body of the Board in respect of the matters so delegated. The Executive Committee shall comprise of five (5) members (who may or may not be members of the Board) (the “Executive Committee Members”), of whom two (2) Executive Committee Members shall be nominated by the Series C Shareholder, one (1) Executive Committee member shall be nominated by the Existing Preferred Shareholders (approved by the holders of at least fifty percent (50%) of the then outstanding Existing Preferred Shares) (voting as a separate class). The remaining two (2) Executive Committee Members shall comprise the CEO and such other person as nominated by the CEO or the Ordinary Shareholders (voting as a separate class). The Chairman of the Executive Committee shall be the CEO of the Company and the deputy Chairman of the Executive Committee shall be one of the two Executive Committee Members nominated by the Series C Shareholder. Neither the Chairman nor the deputy Chairman of the Executive Committee shall have a casting vote. All recommendations or decisions (as the case may be) of the Executive Committee must be approved by a majority of the Executive Committee Members, including at least one (1) Executive Committee Member nominated by the Series C Shareholder and one (1) Executive Committee Member nominated by the Existing Preferred Shareholders (approved by the holders of at least fifty percent (50%) of the then outstanding Existing Preferred Shares, voting as a separate class)Directors.

Executive Committee. The executive committee (a) An Executive Committee (herein called the “Executive Committee”"Excom") shall function primarily be established by the Board of Directors and shall be composed of three (3) members, (hereinafter "Member" or "Members") one (1) to be selected by each Shareholder and the third Member to be the Managing Director of Kracker. In the event that the Excom cannot unanimously agree on a matter, or if the Members are unable to hold a meeting called pursuant to a written notice given as an advisory body provided herein, the matter so contemplated shall be referred to the Board and provide consultation and recommendations to of Directors. Each Shareholder shall notify the Board on operating and strategic matters for any of Directors from time to time, in writing, of the Group Companiesperson which it has selected to be its Member, including together with the matters set forth as followsname of one alternate who shall have power to act in the absence of its Member and who shall also be a Director or a Deputy Director. (b) The responsibalities of the Excom, in addition to any other matter that may be delegated to it, shall be to: (i) operational performance review and approve any changes of any of Group Companies (against budgets, strategic business plans and contractual obligations e.g., debt covenants)the Service Agreement with Scanraff referred to above; (ii) appropriate strategies review and approve operating programs and investments, manpower and expense budgets for any submission to the Board of the Group CompaniesDirectors; (iii) strategic business and financing plan(s) and annual budget approve or modify rated capacities of any of units in the Group Companies (including but not limited to any changes to the same)Plant; (iv) acquisitions, dispositions, investments and other potential growth and expansion opportunities (including but not limited approve new or modifications to the identification, evaluation of new sites and new building opportunities) standard yields for any of the Group Companiesfeedstocks; (v) capital structure and financing strategy approve procedures for determining acceptability of Group Companies, including but not limited to any debt, equity or equity-linked financing transactions, as well as any issuance, repurchase, conversion or redemption grades of any equity interests or debt of any of the Group Companiesfeedstocks for processing; (vi) any material litigation or other legal or administrative proceedings to approve the manner, frequency and form in which any of the Group Companies is a partycustomary operating reports shall be made by Kracker; (vii) entry into any material contracts exceeding the approval authority of the Senior Management Personnelapprove control accounting systems and procedures; (viii) enter into approve appropriation requests for investment expenditures covered by approved capital budget in excess of the Managing Director's authority as may be in effect from time to time; (ix) approve additions to or agree deletions from the Plant product slate and changes in product specification; (x) approve procedures and conditions for the transfer of capacity utilization and for economic use of any Plant capacity that is surplus to any transaction between any Group Company and any MemberShareholder; (xi) approve the appointment, director, officer transfer or Affiliate dismissal of all key personnel other than the Company or of any Affiliate thereofManaging Director; (xii) approve insurance programs; and (ixxiii) authorize those technical and other services provided for in Part Four of this Agreement (c) Meetings of the Excom shall be held at such times and in such manner as is necessary to properly carry out its responsibilities, and for this purpose may be called by any other responsibilities as Member upon two weeks' prior written notice. Matters that are delegated the responsibility of the Excom may be submitted to it by any Member, for consideration and vote without holding a meeting, provided such matter is submitted in writing or by telegram or telex to the Executive Committee other Members. In such event, the Members may vote by giving written or telegraphic or telex advice of their vote to the Secretary. No action may be taken by the Board from time to time. For efficiencyExcom without the affirmative vote of all of its Members appointed by the Shareholders. (d) The Excom shall appoint such technical financial, the Board may delegate certain decision making authority accounting, tax, legal or other subcommittees as it deems appropriate for studies, analysis, and reports on matters pertaining to the Executive Committee (including but not limited to approving capital Plant and operational expenditure and changes to any strategic or business plan(s)) within appropriate perimeters approved by the Board. To the extent that the Executive Committee is delegated such authority from the Board, the Executive Committee shall function as an executive body of the Board in respect of the matters so delegated. The Executive Committee shall comprise of five (5) members (who may or may not be members of the Board) (the “Executive Committee Members”), of whom two (2) Executive Committee Members shall be nominated by the Series C Shareholder, one (1) Executive Committee member shall be nominated by the Existing Preferred Shareholders (approved by the holders of at least fifty percent (50%) of the then outstanding Existing Preferred Shares) (voting as a separate class). The remaining two (2) Executive Committee Members shall comprise the CEO and such other person as nominated by the CEO or the Ordinary Shareholders (voting as a separate class). The Chairman of the Executive Committee shall be the CEO of the Company and the deputy Chairman of the Executive Committee shall be one of the two Executive Committee Members nominated by the Series C Shareholder. Neither the Chairman nor the deputy Chairman of the Executive Committee shall have a casting vote. All recommendations or decisions (as the case may be) of the Executive Committee must be approved by a majority of the Executive Committee Members, including at least one (1) Executive Committee Member nominated by the Series C Shareholder and one (1) Executive Committee Member nominated by the Existing Preferred Shareholders (approved by the holders of at least fifty percent (50%) of the then outstanding Existing Preferred Shares, voting as a separate class)its operation.

Executive Committee. The Board may, by a resolution adopted by a majority of the authorized number of directors, but shall not be required to, designate an executive committee (consisting of four or more directors, one of which shall be the “Chairman of the Board or the Chief Executive Committee”) Officer, to serve at the pleasure of the Board. If an executive committee is designated, it shall function primarily as an advisory body have, to the Board and provide consultation and recommendations to extent provided if the resolution of the Board on operating and strategic matters for any or in these Bylaws, all the authority of the Group CompaniesBoard, including the matters set forth as followsexcept with respect to: (ia) operational performance The approval of any action for which approval of Group Companies (against budgets, strategic business plans and contractual obligations e.g., debt covenants)the stockholders is also required by law; (iib) appropriate strategies for any The filling of vacancies of the Group CompaniesBoard or on any committee; (iiic) strategic business and financing plan(s) and annual budget The fixing of any compensation of the Group Companies (including but not limited to directors for serving on the Board or on any changes to the same)committee; (ivd) acquisitions, dispositions, investments and other potential growth and expansion opportunities (including but not limited to The amendment or repeal of Bylaws or the identification, evaluation adoption of new sites and new building opportunities) for any of the Group CompaniesBylaws; (ve) capital structure and financing strategy of Group Companies, including but not limited to any debt, equity The amendment or equity-linked financing transactions, as well as any issuance, repurchase, conversion or redemption repeal of any equity interests or debt of any resolution of the Group CompaniesBoard which by its express terms is not so amendable or repealable; (vif) any material litigation or other legal or administrative proceedings A distribution to which any the stockholders of the Group Companies is corporation, except at a partyrate or in a periodic amount or within a range determined by the Board; (viig) entry into any material contracts exceeding the approval authority The appointment of other committees of the Senior Management Personnel; (viii) enter into Board or agree to any transaction between any Group Company and any Member, director, officer or Affiliate of the Company or of any Affiliate members thereof; and (ixh) The election, removal or fixing of the compensation of the Chairman of the Board, the Chief Executive Officer or the President. The Board may, by resolution, fix the regular meeting date of the executive committee, and notice of any other responsibilities as are delegated to such regular meeting date shall be dispensed with. Special meetings of the Executive Committee by executive committee may be held at the Board principal office of the corporation, or at any place which has been designated from time to time. For efficiencytime by resolution of the executive committee or by written consent of all members thereof and may be called by the Chairman of the Board, the Board may delegate certain decision making authority President, any Executive Vice President who is a member of the executive committee, or any two members thereof, upon written notice to the Executive Committee (including but not limited members of the executive committee of the time and place of such special meeting given in the manner provided for the giving of written notice to approving capital members of the Board of the time and operational expenditure and changes to any strategic or business plan(s)) within appropriate perimeters approved place of special meetings of the Board. Vacancies in the membership of the executive committee may be filled by the Board. To the extent that the Executive Committee is delegated such authority from the Board, the Executive Committee shall function as an executive body A majority of the Board in respect authorized number of the matters so delegated. The Executive Committee shall comprise of five (5) members (who may or may not be members of the Board) (executive committee shall constitute a quorum for the “Executive Committee Members”)transaction of business; and transactions of any meeting of the executive committee, of whom two (2) Executive Committee Members however, called and noticed, or wherever held, shall be nominated as valid as though at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the members not present signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporation’s records or made a part of the minutes of the meeting. Any action required or permitted to be taken by the Series C Shareholder, one (1) Executive Committee member executive committee may be taken without a meeting if all members of the executive committee shall collectively consent in writing to such action. Such written consent or consents shall be nominated by filed with the Existing Preferred Shareholders (approved by the holders of at least fifty percent (50%) minutes of the then outstanding Existing Preferred Shares) (voting proceedings of the executive committee. Such action by written consent shall have the same force and effect as a separate class). The remaining two (2) Executive Committee Members shall comprise the CEO and unanimous vote of such other person as nominated by the CEO or the Ordinary Shareholders (voting as a separate class). The Chairman members of the Executive Committee shall be the CEO executive committee. Any certificate or other document filed under any provision of the Company and General Corporation Law which relates to action so taken shall state that the deputy Chairman action was taken by unanimous written consent of the Executive Committee shall be one executive committee without meeting, and that these Bylaws authorize the members of the two Executive Committee Members nominated by the Series C Shareholder. Neither the Chairman nor the deputy Chairman of the Executive Committee shall have a casting vote. All recommendations or decisions (as the case may be) of the Executive Committee must be approved by a majority of the Executive Committee Members, including at least one (1) Executive Committee Member nominated by the Series C Shareholder and one (1) Executive Committee Member nominated by the Existing Preferred Shareholders (approved by the holders of at least fifty percent (50%) of the then outstanding Existing Preferred Shares, voting as a separate class)executive committee to so act.

Executive Committee. The executive committee (the “Board of Directors may appoint an Executive Committee”) shall function primarily as an advisory body to Committee of the Board and provide consultation and recommendations of Directors of such number of members as shall be determined from time to the Board on operating and strategic matters for any of the Group Companies, including the matters set forth as follows: (i) operational performance of any of Group Companies (against budgets, strategic business plans and contractual obligations e.g., debt covenants); (ii) appropriate strategies for any of the Group Companies; (iii) strategic business and financing plan(s) and annual budget of any of the Group Companies (including but not limited to any changes to the same); (iv) acquisitions, dispositions, investments and other potential growth and expansion opportunities (including but not limited to the identification, evaluation of new sites and new building opportunities) for any of the Group Companies; (v) capital structure and financing strategy of Group Companies, including but not limited to any debt, equity or equity-linked financing transactions, as well as any issuance, repurchase, conversion or redemption of any equity interests or debt of any of the Group Companies; (vi) any material litigation or other legal or administrative proceedings to which any of the Group Companies is a party; (vii) entry into any material contracts exceeding the approval authority of the Senior Management Personnel; (viii) enter into or agree to any transaction between any Group Company and any Member, director, officer or Affiliate of the Company or of any Affiliate thereof; and (ix) any other responsibilities as are delegated to the Executive Committee time by the Board from time to time. For efficiency, the Board may delegate certain decision making authority to the Executive Committee (including but not limited to approving capital and operational expenditure and changes to any strategic or business plan(s)) within appropriate perimeters approved by the Board. To the extent that the Executive Committee is delegated such authority from the Board, the Executive Committee shall function as an executive body of the Board in respect of the matters so delegatedDirectors. The Executive Committee shall comprise term of five (5) members (who may or may not be members office of the Board) (the “Executive Committee Members”), of whom two (2) Executive Committee Members shall be nominated by the Series C Shareholder, one (1) Executive Committee each member shall be nominated by the Existing Preferred Shareholders (approved by the holders of at least fifty percent (50%) of the then outstanding Existing Preferred Shares) (voting as a separate class). The remaining two (2) Executive Committee Members shall comprise the CEO and such other person as nominated by the CEO or the Ordinary Shareholders (voting as a separate class). The Chairman of the Executive Committee shall be co-extensive with the CEO terms of his office as Director. Any member of the Company Executive Committee who shall cease to be a Director shall ipso facto cease to be a member of the Executive Committee. A majority of the members of the Executive Committee shall constitute a quorum for the valid transaction of business. The Executive Committee may meet at stated times or on two days’ notice by any member of the Executive Committee to all other members, by delivered letter, by mail or by telegram. The provisions of Section 2.4.1 and 2.4.2 with respect to waiver of notice of meetings of the deputy Chairman Board of Directors and participation at meetings of the Board of Directors by means of a conference telephone or similar communications equipment shall apply to meetings of the Executive Committee. The provisions of Section 2.4.4 with respect to action taken by a committee of the Board of Directors without a meeting shall apply to action taken by the Executive Committee. At all times whenever the Board of Directors is not in session, the Executive Committee shall have and may exercise all of the powers of said Board of Directors in the management of the business and affairs of LLC except as may be limited by the Delaware Act, and may also authorize the seal of LLC, if any, to be affixed to any papers which may require it; provided, however, that the Executive Committee may not approve any contract or transaction between LLC and one or more of its Directors or officers, or between LLC and any corporation (other than Cablevision at a time when it owns all of the outstanding membership interests in LLC), partnership, association, limited liability company or other organization in which one or more of its Directors or officers are directors of officers or have a material financial interest. The Executive Committee shall have power to make rules and regulations for the conduct to its business. Vacancies in the membership of the Executive Committee shall be one filled by the Board of Directors from among the Directors at a regular meeting, or at a special meeting, held for that purpose. The Executive Committee shall elect from its own members a chairman who shall hold office during the term of his office as a member of the two Executive Committee. When present he shall preside over all meetings of the Executive Committee. The Executive Committee Members nominated by the Series C Shareholder. Neither the Chairman nor the deputy Chairman shall also elect a secretary of the Executive Committee who shall have a casting vote. All recommendations or decisions (as the case may be) attend all meetings of the Executive Committee must and keep the minutes of its acts and proceedings. Such secretary shall be approved by a majority member of the Board of Directors and, but need not, be a member of the Executive Committee Members, including at least one (1) Committee. The Executive Committee Member nominated shall keep minutes of its acts and proceedings which shall be submitted to the next meeting of the Board of Directors, and any action taken by the Series C Shareholder and one (1) Board of Directors with respect thereto shall be entered in the minutes of the Board of Directors. The Executive Committee Member nominated by may hold meetings, both regular and special, either within or without the Existing Preferred Shareholders (approved by State of Delaware, as shall be set forth in the holders of at least fifty percent (50%) notice of the then outstanding Existing Preferred Shares, voting as meeting or in a separate class)duly executed waiver of notice thereof.

Executive Committee. The executive committee Except to the extent otherwise agreed to in writing by (i) the “MD Stockholders, so long as a Designation Rights Trigger Event has not occurred with respect to the Class A DTI Common Stock, and (ii) the SLP Stockholders, so long as a Designation Rights Trigger Event has not occurred with respect to the Class B DTI Common Stock, the Executive Committee shall have the following powers, responsibilities and authority, it being intended that with respect to the matters delegated by the Board to the Executive Committee”) , the Executive Committee shall function primarily as an advisory body to exercise the full power, responsibility and authority of the Board and provide consultation and recommendations with respect to the Board on operating and strategic matters for any of the Group Companies, including the matters set forth as followssuch matters: (i) operational performance the review and approval of any acquisitions and dispositions by the Company and any of its Subsidiaries, to the extent requiring approval of the Board and excluding dispositions of shares of Class V Stock or assets or liabilities attributed to the Class V Group Companies (against budgets, strategic business plans as such term is defined in the Company’s Fourth Amended and contractual obligations e.g., debt covenantsRestated Certificate of Incorporation); (ii) appropriate strategies for any the review and approval of the Group Companiesannual budget and business plan of the Company and its Subsidiaries; (iii) strategic business the incurrence of indebtedness by the Company and financing plan(s) and annual budget of any or its Subsidiaries, to the extent that such incurrence requires approval of the Group Companies (including but not limited to any changes to the same)Board; (iv) acquisitionsthe entering into of material commercial agreements, dispositionsjoint ventures and strategic alliances by the Company or its Subsidiaries, investments and other potential growth and expansion opportunities (including but not limited in each case to the identification, evaluation of new sites and new building opportunities) for any extent requiring the approval of the Group CompaniesBoard; (v) capital structure the appointment, removal and financing strategy compensation of Group Companies, including but not limited to any debt, equity or equity-linked financing transactions, as well as any issuance, repurchase, conversion or redemption of any equity interests or debt of any senior executives of the Group CompaniesCompany or its Subsidiaries, other than equity compensation and grants (which will be made either by the full Board or, if one is established, the Compensation Committee and/or a subcommittee thereof); (vi) any material litigation the adoption of employee benefit plans by the Company or other legal or administrative proceedings its Subsidiaries, to which any the extent that such action requires approval of the Group Companies is a partyBoard; (vii) entry into any material contracts exceeding the approval authority redemption or repurchase by the Company of the Senior Management PersonnelDTI Common Stock; (viii) enter into or agree to any transaction between any Group Company and any Member, director, officer or Affiliate of the commencement and/or settlement by the Company or its Subsidiaries of any Affiliate thereoflitigation, in each case to the extent such action requires the approval of the Board; and (ix) any such other responsibilities matters as are may be delegated by the Board to the Executive Committee by the Board from time to timeCommittee. For efficiencythe sake of clarity, the Board may delegate certain decision making foregoing, including any further delegation of powers, responsibilities and authority to the Executive Committee (including but not limited Committee, is in no way intended to approving capital limit, impact or otherwise affect the rights granted pursuant to Section 3.3(a) and operational expenditure and changes to any strategic or business plan(s)Section 3.3(b) within appropriate perimeters approved by the Board. To the extent that the Executive Committee is delegated such authority from the Board, the Executive Committee shall function as an executive body of the Board in respect of the matters so delegated. The Executive Committee shall comprise of five (5) members (who may or may not be members of the Board) (the “Executive Committee Members”), of whom two (2) Executive Committee Members shall be nominated by the Series C Shareholder, one (1) Executive Committee member shall be nominated by the Existing Preferred Shareholders (approved by the holders of at least fifty percent (50%) of the then outstanding Existing Preferred Shares) (voting as a separate class). The remaining two (2) Executive Committee Members shall comprise the CEO and such other person as nominated by the CEO or the Ordinary Shareholders (voting as a separate class). The Chairman of the Executive Committee shall be the CEO of the Company and the deputy Chairman of the Executive Committee shall be one of the two Executive Committee Members nominated by the Series C Shareholder. Neither the Chairman nor the deputy Chairman of the Executive Committee shall have a casting vote. All recommendations or decisions (as the case may be) of the Executive Committee must be approved by a majority of the Executive Committee Members, including at least one (1) Executive Committee Member nominated by the Series C Shareholder and one (1) Executive Committee Member nominated by the Existing Preferred Shareholders (approved by the holders of at least fifty percent (50%) of the then outstanding Existing Preferred Shares, voting as a separate class)hereof.

Executive Committee. The executive committee (the “Executive Committee”) shall function primarily as an advisory body to the Board and provide consultation and recommendations to the Board on operating and strategic matters for any of Directors may, by resolution or resolutions passed by a majority of the Group Companiesentire Board, including the matters set forth as follows: (i) operational performance of any of Group Companies (against budgets, strategic business plans and contractual obligations e.g., debt covenants); (ii) appropriate strategies for any designate an Executive Committee to consist of the Group Companies; (iii) strategic business Chief Executive Officer and financing plan(s) and annual budget of any two or more of the Group Companies (including but not limited to any changes to other directors, and alternates, and shall designate the same); (iv) acquisitions, dispositions, investments and other potential growth and expansion opportunities (including but not limited to the identification, evaluation of new sites and new building opportunities) for any of the Group Companies; (v) capital structure and financing strategy of Group Companies, including but not limited to any debt, equity or equity-linked financing transactions, as well as any issuance, repurchase, conversion or redemption of any equity interests or debt of any of the Group Companies; (vi) any material litigation or other legal or administrative proceedings to which any of the Group Companies is a party; (vii) entry into any material contracts exceeding the approval authority of the Senior Management Personnel; (viii) enter into or agree to any transaction between any Group Company and any Member, director, officer or Affiliate of the Company or of any Affiliate Chairman thereof; and (ix) any other responsibilities as are delegated to the Executive Committee by the Board from time to time. For efficiency, the Board may delegate certain decision making authority to the Executive Committee (including but not limited to approving capital and operational expenditure and changes to any strategic or business plan(s)) within appropriate perimeters approved by the Board. To the extent that the Executive Committee is delegated such authority from the Board, the Executive Committee shall function as an executive body of the Board in respect of the matters so delegated. The Executive Committee shall comprise have and may exercise, when the Board is not in session, all of five (5) members (who the powers of the Board in the management of the business and affairs of the Company, and shall have power to authorize the seal of the Company to be affixed to all papers which may require it; but the Executive Committee shall not have power to declare dividends, to change the number of directors constituting the entire Board, to fill vacancies in the Board, or to change the membership of, or to fill vacancies in, any committee, or to fix the compensation of the directors or committee members, or to make or amend By-Laws of the Company, or to submit matters for action by shareholders, or to amend or repeal a resolution of the Board which by its terms may not be members changed by the Executive Committee. The Board shall have the power at any time to fill vacancies in, to change the membership of, or to dissolve, the Executive Committee. The Executive Committee may make rules for the conduct of its business and may appoint such subcommittees and assistants as it shall from time to time deem necessary. A majority of the Board) (the “Executive Committee Members”), of whom two (2) Executive Committee Members shall be nominated by the Series C Shareholder, one (1) Executive Committee member shall be nominated by the Existing Preferred Shareholders (approved by the holders of at least fifty percent (50%) of the then outstanding Existing Preferred Shares) (voting as a separate class). The remaining two (2) Executive Committee Members shall comprise the CEO and such other person as nominated by the CEO or the Ordinary Shareholders (voting as a separate class). The Chairman members of the Executive Committee shall be the CEO of the Company and the deputy Chairman of constitute a quorum. All action taken by the Executive Committee shall be one reported to the Board at its meeting next succeeding such action. The Secretary or an Assistant Secretary shall attend and act as secretary of the two Executive Committee Members nominated by the Series C Shareholder. Neither the Chairman nor the deputy Chairman all meetings of the Executive Committee shall have a casting voteand keep the minutes thereof. All recommendations or decisions (as the case may be) Meetings of the Executive Committee must may be approved called by a majority the Chairman of the Board or the President or, in the event of the incapacity of the Chairman of the Board and the President, by two or more members of the Executive Committee Members, including at least one (1) Executive Committee Member nominated by the Series C Shareholder and one (1) Executive Committee Member nominated by the Existing Preferred Shareholders (approved by the holders of at least fifty percent (50%) giving reasonable notice of the then outstanding Existing Preferred Shares, voting as a separate class)time and place of such meetings. All such meetings shall be held at the office of the Company in the City of Detroit unless some other place is specified in the notice.

Executive Committee. The executive committee (a) In order to facilitate the disposition of all matters and questions in connection with the administration and performance of the Business on behalf of the Partnership, an Executive Committee shall be created. Except as otherwise expressly provided herein, the management of the Partnership shall be the obligation of and rest exclusively with the Executive Committee, which shall have all the rights and powers as are necessary, advisable, or convenient to the management of the business and affairs of the Partnership. DRS/MS shall appoint two representatives to serve on the Executive Committee to act in its interests with full and complete authority and to act on its behalf in all matters connected with, arising out of or related to the Partnership, and to act for and bind DRS/MS in any and all matters involving the Business of the Partnership. USC shall appoint one representative (the “"USC Representative") to serve on the Executive Committee to act in its interests with full and complete authority and to act on its behalf in all matters connected with, arising out of or related to the Partnership, and to act for and bind USC in any and all matters involving the Business of the Partnership. USC shall also appoint one ex officio representative to serve on the Executive Committee”) . Such ex officio representative shall function primarily as an advisory body have no authority to act on behalf of USC in any matters connected with, arising out of or related to the Board Partnership, and provide consultation shall have no authority to act for and recommendations to bind USC in any matters involving the Board on operating and strategic matters for any Business of the Group CompaniesPartnership, including the matters set forth as follows: (i) operational performance of any of Group Companies (against budgetsprovided, strategic business plans however, that such ex officio representative will act in place and contractual obligations e.g., debt covenants); (ii) appropriate strategies for any in stead of the Group Companies; (iii) strategic business and financing plan(s) and annual budget of any of USC Representative with all the Group Companies (including but not limited to any changes to the same); (iv) acquisitions, dispositions, investments and other potential growth and expansion opportunities (including but not limited to the identification, evaluation of new sites and new building opportunities) for any of the Group Companies; (v) capital structure and financing strategy of Group Companies, including but not limited to any debt, equity or equity-linked financing transactions, as well as any issuance, repurchase, conversion or redemption of any equity interests or debt of any of the Group Companies; (vi) any material litigation or other legal or administrative proceedings to which any of the Group Companies is a party; (vii) entry into any material contracts exceeding the approval authority of the Senior Management Personnel; (viii) enter into USC Representative, including without limitation the authority to bind USC, when the USC Representative is absent from, or agree to otherwise not represented at, any transaction between any Group Company and any Member, director, officer or Affiliate meeting of the Company or of Executive Committee. The appointed representatives for each Partner shall be as follows: DRS/MS ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ USC ▇▇▇ ▇▇▇▇▇▇, the USC Representative ▇▇▇▇▇▇ ▇▇▇▇▇, ex officio representative Either party may at any Affiliate thereof; and (ix) any other responsibilities as are delegated to the Executive Committee by the Board time and from time to time. For efficiencytime change its representative(s) by notifying the other party, in writing, of the appointment of a new representative or representatives, but until such appointment and notice, the Board may delegate certain decision making authority actions of the respective representatives shall be conclusively binding on that party to the Executive Committee Partnership. (including but not limited to approving capital and operational expenditure and changes to any strategic or business plan(s)b) within appropriate perimeters approved by the Board. To the extent that the Executive Committee is delegated such authority from the Board, The representatives on the Executive Committee shall function meet from time to time as an executive body may be necessary or desirable to act on matters pertaining to the Business and the management of the Board Partnership. The representatives of either party shall have the power to call such meetings (which may be by telephone) when necessary in respect their opinion to conduct the affairs of the matters so delegatedPartnership, or when requested by the other party. The Executive Committee representative who calls the meeting shall comprise give the other representatives three (3) days written notice of five (5) members (who may or may not be members of said meeting unless the Board) (the “Executive Committee Members”), of whom two (2) Executive Committee Members shall be nominated by the Series C Shareholder, one (1) Executive Committee member shall be nominated by the Existing Preferred Shareholders (approved by the holders other representatives waive such notice requirement. The presence of at least fifty percent (50%) a majority of the then outstanding Existing Preferred Shares) (voting as a separate class). The remaining two (2) Executive Committee Members shall comprise the CEO and such other person as nominated by the CEO or the Ordinary Shareholders (voting as a separate class). The Chairman members of the Executive Committee shall be the CEO of the Company and the deputy Chairman constitute a quorum of the Executive Committee authorized to transact the business thereof. Whenever the USC Representative is present at any meeting, whether in person, by telephone or by proxy, the ex officio representative shall not be one counted in determining the presence of a quorum, shall not have the power to vote and is not considered a member of the two Executive Committee Members nominated by the Series C Shareholderfor any purpose. Neither the Chairman nor the deputy Chairman Each member of the Executive Committee shall have a casting one vote. All recommendations or decisions (as Action by the case may be) Executive Committee shall be taken upon the affirmative vote of not less than a majority of the members of the Executive Committee must be approved by a majority then in office, except as required under Section 4.2 of this Agreement. Any member of the Executive Committee Members, including may participate in and be present at least a meeting either in person or by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear one (1) another. Any action which is required or permitted hereunder to be taken at a meeting of the Executive Committee Member nominated may be taken without a meeting, without prior written notice and without a vote, if a consent in writing, specifying the action so taken, shall be signed by not fewer than the minimum number of members of the Executive Committee necessary to authorize or take such action at a meeting at which all members of the Executive Committee were present and voted. (c) The Executive Committee shall have the right to delegate all or any of its duties hereunder and, in furtherance of any such delegation, to appoint, employ, or contract with any Person it may in its sole discretion deem necessary or desirable for the transaction of the Business of the Partnership which Persons may, under the supervision of the Executive Committee, administer the day-to-day operations of the Partnership; may serve as the Partnership's advisors and consultants in connection with decisions made by the Series C Shareholder and one (1) Executive Committee; may act as consultants, accountants, correspondents, attorneys, brokers, escrow agents, or in any other capacity deemed by the Executive Committee Member nominated necessary or desirable; may investigate, select, and, on behalf of the Partnership, conduct relations with Persons acting in such capacities and may pay appropriate reasonable fees to, and enter into appropriate contracts with, or employ, or retain services performed or to be performed by, any of them in connection with the business of the Partnership; may perform or assist in the performance of such administrative or managerial functions necessary in the management of the Partnership as may be agreed upon by the Existing Preferred Shareholders (approved by Executive Committee; and may perform such other acts or services for the holders of at least fifty percent (50%) of Partnership as the then outstanding Existing Preferred Shares, voting as a separate class)Executive Committee may approve.

Executive Committee. The executive committee (the “Executive Committee”a) shall function primarily as an advisory body to the Board and provide consultation and recommendations to the Board on operating and strategic matters for any of the Group Companies, including the matters set forth as follows: (i) operational performance of any of Group Companies (against budgets, strategic business plans and contractual obligations e.g., debt covenants); (ii) appropriate strategies for any of the Group Companies; (iii) strategic business and financing plan(s) and annual budget of any of the Group Companies (including but not limited to any changes to the same); (iv) acquisitions, dispositions, investments and other potential growth and expansion opportunities (including but not limited to the identification, evaluation of new sites and new building opportunities) for any of the Group Companies; (v) capital structure and financing strategy of Group Companies, including but not limited to any debt, equity or equity-linked financing transactions, as well as any issuance, repurchase, conversion or redemption of any equity interests or debt of any of the Group Companies; (vi) any material litigation or other legal or administrative proceedings to which any of the Group Companies is a party; (vii) entry into any material contracts exceeding the approval authority of the Senior Management Personnel; (viii) enter into or agree to any transaction between any Group Company and any Member, director, officer or Affiliate of the Company or of any Affiliate thereof; and (ix) any other responsibilities as are delegated to the Executive Committee by the Board from time to time. For efficiency, the Board may delegate certain decision making authority to the Executive Committee (including but not limited to approving capital and operational expenditure and changes to any strategic or business plan(s)) within appropriate perimeters approved by the Board. To the extent that the Executive Committee is delegated such authority from the Board, the Executive Committee shall function as an executive body of the Board in respect of the matters so delegated. The Executive Committee shall comprise consist of five (5) members (who may or may not be members of the Board) (the “Executive Committee Members”), of whom two (2) Executive Committee Members members, one of whom shall be nominated appointed by the Series C Shareholder, designees of United Grain to the Members Committee (the "United Grain Members Committee Designees") and one (1) Executive Committee member of whom shall be nominated appointed by the Existing Preferred Shareholders designees of Harvest States to the Members Committee (approved by the holders of at least fifty percent (50%) of the then outstanding Existing Preferred Shares) (voting as a separate class"Harvest States Members Committee Designees"). The remaining two (2) Executive Committee Members shall comprise the CEO and such other person as nominated by the CEO or the Ordinary Shareholders (voting as a separate class). The Chairman Each member of the Executive Committee shall be the CEO a member of the Company Members Committee and shall be an officer, director or employee of the deputy Chairman appointing Member and shall not be an officer or employee of the Company. The foregoing restriction on qualifications of the Executive Committee Members shall be subject to waiver and exceptions if approved by all Members. The Executive Committee Members shall serve without compensation in connection with service on the Executive Committee as such. (b) The principal purpose of the Executive Committee shall be one to review and discuss financial results of the two operations of the Company, to review and analyze business and planning issues relating to the Company and its services and products, to explore strategies for future operations and for the maintenance and development of business for the Company, and to analyze and review other appropriate topics as may be delegated to it from time to time by the Members Committee. The Executive Committee shall make regular reports of its meetings to the Members nominated Committee and, based on its review and analysis, may recommend various actions to the Members Committee. The Executive Committee, however, shall not have the power to exercise any of the powers and authority of the Members Committee in the management of the business and affairs of the Company except to the extent provided above or to the extent that such power and authority is conferred upon the Executive Committee by the Series C ShareholderMembers Committee, acting by resolution unanimously adopted in accordance with Sections 3.2(b) and 3.4 of this Agreement. Neither The Executive Committee shall not have any powers delegated to any other committee under this Agreement. (c) Any action that may be taken by the Chairman nor Executive Committee shall require the deputy Chairman unanimous affirmative vote of all Executive Committee members. Each Executive Committee member shall be entitled to one vote regarding all matters coming before the Executive Committee and each member of the Executive Committee may vote in the best interests of the Members who appointed the designees of the Members Committee who appointed such member of the Executive Committee, and shall have no duty to consider or to vote with regard to the best interests of the Company or any other Member. The Executive Committee shall otherwise have the power to establish such rules and regulations covering its proceedings and meetings as it shall see fit, subject to the limitations thereon set forth in this Article 3 or elsewhere in this Agreement. (d) The United Grain Members Committee Designees initial member of the Executive Committee and the Harvest States Members Committee Designees initial member of the Executive Committee shall have a casting votebe as set forth in Schedule III. All recommendations or decisions (as Effective upon the case may be) giving of written notice thereof to the other Members Committee members, each of the United Grain Members Committee Designees and the Harvest States Members Committee Designees may, at any time, in its sole discretion and with or without cause, replace any or all of its appointed Executive Committee must be approved by a majority members with other individuals, and may designate one or more alternates for any or all of the its Executive Committee Members, including at least one (1) members; provided that such replacement Executive Committee Member nominated by members or alternates meet the Series C Shareholder and one (1) Executive Committee Member nominated by the Existing Preferred Shareholders (approved by the holders of at least fifty percent (50%) of the then outstanding Existing Preferred Shares, voting as a separate class)requirements provided in this Section 3.