Common use of Limited Liability Partnership Clause in Contracts

Limited Liability Partnership. The Managing Partner shall determine the timing and amounts of distributions and such determination shall be binding on all Partners. The net income of the Partnership shall be proportionally allocated to and any net losses of the Partnership shall be borne proportionally by the Partners as such percentages are set forth in Schedule A hereto. No Partner is entitled to priority preference in any distribution from the Partnership. No Partner shall be entitled to make withdrawals from his individual account or have returned to him his capital contributions except in accordance herewith. All distributions shall be made in cash. Management of Partnership: (Check One) ☐ - Partnership: The business and affairs of the Company shall be conducted and managed by the Partners in accordance with this Agreement and the laws of the State of Colorado. Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation and control of the business and affairs of the Partnership and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Partners holding a majority of the percentage interest of the Partnership. Notwithstanding any other provision of this Agreement, the Partners shall not, without the prior written consent of the unanimous vote or consent of the Partners, sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Partnership; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Partnership’s assets; mortgage, pledge or encumber the Partnership’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Partnership in the excess of $__________.00; lend any Partnership funds or other assets to any person in an amount or with a value in excess of $___________.00; establish any reserves for working capital repairs, replacements, improvements or any other purpose, in excess of an aggregate of $_____________.00; confess a judgment against the partnership; settle, compromise or release, discharge or pay any claim, demand or debt in excess of $_________.00, including claims for insurance; approve a merger or consolidation of the Partnership with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Partnership. ☐ - Limited Partnership: Except as otherwise set forth herein, the General Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The General Partner shall have the power and authority including, but not limited to the following: Borrow money from third parties to finance the Partnership’s activities on terms the General Partner deems appropriate; Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; Acquire real and personal property upon terms and conditions deemed by the General Partner to be beneficial to the partnership Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The General Partner shall not be liable to the Limited Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the General Partner. Notwithstanding the foregoing, the Limited Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: Veto the General Partner’s Capital Call; Admission of either an additional Limited Partner of General Partner; Amendment of this Agreement; Consent to dissolution; Election of a new General Partner. ☐ - Limited Liability Partnership: Except as otherwise set forth herein, the Managing Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The Managing Partner shall have the power and authority including, but not limited to the following: Borrow money from third parties to finance the Partnership’s activities on terms the Managing Partner deems appropriate; Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; Acquire real and personal property upon terms and conditions deemed by the Managing Partner to be beneficial to the partnership Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The Managing Partner shall not be liable to the Limited Liability Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the Managing Partner. Notwithstanding the foregoing, the Limited Liability Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: Veto the Managing Partner’s Capital Call; Admission of either an additional Limited Partner or Managing Partner; Amendment of this Agreement; Consent to dissolution; Election of a new Managing Partner.

Limited Liability Partnership. The Managing Partner shall determine the timing and amounts of distributions and such determination shall be binding on all Partners. The net income of the Partnership shall be proportionally allocated to and any net losses of the Partnership shall be borne proportionally by the Partners as such percentages are set forth in Schedule A hereto. No Partner is entitled to priority preference in any distribution from the Partnership. No Partner shall be entitled to make withdrawals from his individual account or have returned to him his capital contributions except in accordance herewith. All distributions shall be made in cash. Management of Partnership: (Check One) ☐ - Partnership: The business and affairs of the Company shall be conducted and managed by the Partners in accordance with this Agreement and the laws of the State of ColoradoCalifornia. Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation and control of the business and affairs of the Partnership and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Partners holding a majority of the percentage interest of the Partnership. Notwithstanding any other provision of this Agreement, the Partners shall not, without the prior written consent of the unanimous vote or consent of the Partners, sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Partnership; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Partnership’s assets; mortgage, pledge or encumber the Partnership’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Partnership in the excess of $__________.00; lend any Partnership funds or other assets to any person in an amount or with a value in excess of $___________.00; establish any reserves for working capital repairs, replacements, improvements or any other purpose, in excess of an aggregate of $_____________.00; confess a judgment against the partnership; settle, compromise or release, discharge or pay any claim, demand or debt in excess of $_________.00, including claims for insurance; approve a merger or consolidation of the Partnership with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Partnership. ☐ - Limited Partnership: Except as otherwise set forth herein, the General Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The General Partner shall have the power and authority including, but not limited to the following: Borrow money from third parties to finance the Partnership’s activities on terms the General Partner deems appropriate; Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; Acquire real and personal property upon terms and conditions deemed by the General Partner to be beneficial to the partnership Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The General Partner shall not be liable to the Limited Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the General Partner. Notwithstanding the foregoing, the Limited Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: Veto the General Partner’s Capital Call; Admission of either an additional Limited Partner of General Partner; Amendment of this Agreement; Consent to dissolution; Election of a new General Partner. ☐ - Limited Liability Partnership: Except as otherwise set forth herein, the Managing Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The Managing Partner shall have the power and authority including, but not limited to the following: Borrow money from third parties to finance the Partnership’s activities on terms the Managing Partner deems appropriate; Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; Acquire real and personal property upon terms and conditions deemed by the Managing Partner to be beneficial to the partnership Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The Managing Partner shall not be liable to the Limited Liability Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the Managing Partner. Notwithstanding the foregoing, the Limited Liability Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: Veto the Managing Partner’s Capital Call; Admission of either an additional Limited Partner or Managing Partner; Amendment of this Agreement; Consent to dissolution; Election of a new Managing Partner.

Limited Liability Partnership. The Managing Partner shall determine the timing and amounts of distributions and such determination shall be binding on all Partners. The net income of the Partnership shall be proportionally allocated to and any net losses of the Partnership shall be borne proportionally by the Partners as such percentages are set forth in Schedule A hereto. No Partner is entitled to priority preference in any distribution from the Partnership. No Partner shall be entitled to make withdrawals from his individual account or have returned to him his capital contributions except in accordance herewith. All distributions shall be made in cash. Management of Partnership: (Check One) ☐ - Partnership: The business and affairs of the Company shall be conducted and managed by the Partners in accordance with this Agreement and the laws of the State of ColoradoDelaware. Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation and control of the business and affairs of the Partnership and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Partners holding a majority of the percentage interest of the Partnership. Notwithstanding any other provision of this Agreement, the Partners shall not, without the prior written consent of the unanimous vote or consent of the Partners, sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Partnership; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Partnership’s assets; mortgage, pledge or encumber the Partnership’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Partnership in the excess of $__________.00; lend any Partnership funds or other assets to any person in an amount or with a value in excess of $___________.00; establish any reserves for working capital repairs, replacements, improvements or any other purpose, in excess of an aggregate of $_____________.00; confess a judgment against the partnership; settle, compromise or release, discharge or pay any claim, demand or debt in excess of $_________.00, including claims for insurance; approve a merger or consolidation of the Partnership with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Partnership. ☐ - Limited Partnership: Except as otherwise set forth herein, the General Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The General Partner shall have the power and authority including, but not limited to the following: Borrow money from third parties to finance the Partnership’s activities on terms the General Partner deems appropriate; Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; Acquire real and personal property upon terms and conditions deemed by the General Partner to be beneficial to the partnership Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The General Partner shall not be liable to the Limited Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the General Partner. Notwithstanding the foregoing, the Limited Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: Veto the General Partner’s Capital Call; Admission of either an additional Limited Partner of General Partner; Amendment of this Agreement; Consent to dissolution; Election of a new General Partner. ☐ - Limited Liability Partnership: Except as otherwise set forth herein, the Managing Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The Managing Partner shall have the power and authority including, but not limited to the following: Borrow money from third parties to finance the Partnership’s activities on terms the Managing Partner deems appropriate; Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; Acquire real and personal property upon terms and conditions deemed by the Managing Partner to be beneficial to the partnership Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The Managing Partner shall not be liable to the Limited Liability Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the Managing Partner. Notwithstanding the foregoing, the Limited Liability Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: Veto the Managing Partner’s Capital Call; Admission of either an additional Limited Partner or Managing Partner; Amendment of this Agreement; Consent to dissolution; Election of a new Managing Partner.

Limited Liability Partnership. The Managing Partner shall determine the timing and amounts of distributions and such determination shall be binding on all Partners. The net income of the Partnership shall be proportionally allocated to and any net losses of the Partnership shall be borne proportionally by the Partners as such percentages are set forth in Schedule A hereto. No Partner is entitled to priority preference in any distribution from the Partnership. No Partner shall be entitled to make withdrawals from his individual account or have returned to him his capital contributions except in accordance herewith. All distributions shall be made in cash. Management of Partnership: (Check One) ☐ ☐- Partnership: The business and affairs of the Company shall be conducted and managed by the Partners in accordance with this Agreement and the laws of the State of ColoradoNew York. Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation and control of the business and affairs of the Partnership and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Partners holding a majority of the percentage interest of the Partnership. Notwithstanding any other provision of this Agreement, the Partners shall not, without the prior written consent of the unanimous vote or consent of the Partners, sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Partnership; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Partnership’s assets; mortgage, pledge or encumber the Partnership’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Partnership in the excess of $__________$ .00; lend any Partnership funds or other assets to any person in an amount or with a value in excess of $___________$ .00; establish any reserves for working capital repairs, replacements, improvements or any other purpose, in excess of an aggregate of $_____________of$ .00; confess a judgment against the partnership; settle, compromise or release, discharge or pay any claim, demand or debt in excess of $_________$ .00, including claims for insurance; approve a merger or consolidation of the Partnership with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Partnership. ☐ ☐- Limited Partnership: Except as otherwise set forth herein, the General Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The General Partner shall have the power and authority including, but not limited to the following: Borrow money from third parties to finance the Partnership’s activities on terms the General Partner deems appropriate; Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; Acquire real and personal property upon terms and conditions deemed by the General Partner to be beneficial to the partnership Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The General Partner shall not be liable to the Limited Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the General Partner. Notwithstanding the foregoing, the Limited Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: Veto the General Partner’s Capital Call; Admission of either an additional Limited Partner of General Partner; Amendment of this Agreement; Consent to dissolution; Election of a new General Partner. ☐ ☐- Limited Liability Partnership: Except as otherwise set forth herein, the Managing Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The Managing Partner shall have the power and authority including, but not limited to the following: Borrow money from third parties to finance the Partnership’s activities on terms the Managing Partner deems appropriate; Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; Acquire real and personal property upon terms and conditions deemed by the Managing Partner to be beneficial to the partnership Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The Managing Partner shall not be liable to the Limited Liability Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the Managing Partner. Notwithstanding the foregoing, the Limited Liability Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: Veto the Managing Partner’s Capital Call; Admission of either an additional Limited Partner or Managing Partner; Amendment of this Agreement; Consent to dissolution; Election of a new Managing Partner.

Limited Liability Partnership. The Managing Partner shall determine the timing and amounts of distributions and such determination shall be binding on all Partners. The net income of the Partnership shall be proportionally allocated to and any net losses of the Partnership shall be borne proportionally by the Partners as such percentages are set forth in Schedule A hereto. No Partner is entitled to priority preference in any distribution from the Partnership. No Partner shall be entitled to make withdrawals from his individual account or have returned to him his capital contributions except in accordance herewith. All distributions shall be made in cash. Management of Partnership: (Check One) ☐ - Partnership: The business and affairs of the Company shall be conducted and managed by the Partners in accordance with this Agreement and the laws of the State of ColoradoKansas. Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation and control of the business and affairs of the Partnership and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Partners holding a majority of the percentage interest of the Partnership. Notwithstanding any other provision of this Agreement, the Partners shall not, without the prior written consent of the unanimous vote or consent of the Partners, sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Partnership; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Partnership’s assets; mortgage, pledge or encumber the Partnership’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Partnership in the excess of $__________.00; lend any Partnership funds or other assets to any person in an amount or with a value in excess of $___________.00; establish any reserves for working capital repairs, replacements, improvements or any other purpose, in excess of an aggregate of $_____________.00; confess a judgment against the partnership; settle, compromise or release, discharge or pay any claim, demand or debt in excess of $_________.00, including claims for insurance; approve a merger or consolidation of the Partnership with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Partnership. ☐ - Limited Partnership: Except as otherwise set forth herein, the General Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The General Partner shall have the power and authority including, but not limited to the following: Borrow money from third parties to finance the Partnership’s activities on terms the General Partner deems appropriate; Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; Acquire real and personal property upon terms and conditions deemed by the General Partner to be beneficial to the partnership Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The General Partner shall not be liable to the Limited Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the General Partner. Notwithstanding the foregoing, the Limited Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: Veto the General Partner’s Capital Call; Admission of either an additional Limited Partner of General Partner; Amendment of this Agreement; Consent to dissolution; Election of a new General Partner. ☐ - Limited Liability Partnership: Except as otherwise set forth herein, the Managing Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The Managing Partner shall have the power and authority including, but not limited to the following: Borrow money from third parties to finance the Partnership’s activities on terms the Managing Partner deems appropriate; Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; Acquire real and personal property upon terms and conditions deemed by the Managing Partner to be beneficial to the partnership Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The Managing Partner shall not be liable to the Limited Liability Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the Managing Partner. Notwithstanding the foregoing, the Limited Liability Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: Veto the Managing Partner’s Capital Call; Admission of either an additional Limited Partner or Managing Partner; Amendment of this Agreement; Consent to dissolution; Election of a new Managing Partner.

Limited Liability Partnership. The Managing Partner shall determine the timing and amounts of distributions and such determination shall be binding on all Partners. The net income of the Partnership shall be proportionally allocated to and any net losses of the Partnership shall be borne proportionally by the Partners as such percentages are set forth in Schedule A hereto. No Partner is entitled to priority preference in any distribution from the Partnership. No Partner shall be entitled to make withdrawals from his individual account or have returned to him his capital contributions except in accordance herewith. All distributions shall be made in cash. Management of Partnership: (Check One) ☐ - Partnership: The business and affairs of the Company shall be conducted and managed by the Partners in accordance with this Agreement and the laws of the State of ColoradoIowa. Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation and control of the business and affairs of the Partnership and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Partners holding a majority of the percentage interest of the Partnership. Notwithstanding any other provision of this Agreement, the Partners shall not, without the prior written consent of the unanimous vote or consent of the Partners, sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Partnership; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Partnership’s assets; mortgage, pledge or encumber the Partnership’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Partnership in the excess of $__________.00; lend any Partnership funds or other assets to any person in an amount or with a value in excess of $___________.00; establish any reserves for working capital repairs, replacements, improvements or any other purpose, in excess of an aggregate of $_____________.00; confess a judgment against the partnership; settle, compromise or release, discharge or pay any claim, demand or debt in excess of $_________.00, including claims for insurance; approve a merger or consolidation of the Partnership with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Partnership. ☐ - Limited Partnership: Except as otherwise set forth herein, the General Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The General Partner shall have the power and authority including, but not limited to the following: Borrow money from third parties to finance the Partnership’s activities on terms the General Partner deems appropriate; Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; Acquire real and personal property upon terms and conditions deemed by the General Partner to be beneficial to the partnership Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The General Partner shall not be liable to the Limited Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the General Partner. Notwithstanding the foregoing, the Limited Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: Veto the General Partner’s Capital Call; Admission of either an additional Limited Partner of General Partner; Amendment of this Agreement; Consent to dissolution; Election of a new General Partner. ☐ - Limited Liability Partnership: Except as otherwise set forth herein, the Managing Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The Managing Partner shall have the power and authority including, but not limited to the following: Borrow money from third parties to finance the Partnership’s activities on terms the Managing Partner deems appropriate; Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; Acquire real and personal property upon terms and conditions deemed by the Managing Partner to be beneficial to the partnership Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The Managing Partner shall not be liable to the Limited Liability Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the Managing Partner. Notwithstanding the foregoing, the Limited Liability Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: Veto the Managing Partner’s Capital Call; Admission of either an additional Limited Partner or Managing Partner; Amendment of this Agreement; Consent to dissolution; Election of a new Managing Partner.

Limited Liability Partnership. The Managing Partner shall determine the timing and amounts of distributions and such determination shall be binding on all Partners. The net income of the Partnership shall be proportionally allocated to and any net losses of the Partnership shall be borne proportionally by the Partners as such percentages are set forth in Schedule A hereto. No Partner is entitled to priority preference in any distribution from the Partnership. No Partner shall be entitled to make withdrawals from his individual account or have returned to him his capital contributions except in accordance herewith. All distributions shall be made in cash. Management of Partnership: (Check One) ☐ - Partnership: The business and affairs of the Company shall be conducted and managed by the Partners in accordance with this Agreement and the laws of the State of ColoradoAlabama. Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation and control of the business and affairs of the Partnership and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Partners holding a majority of the percentage interest of the Partnership. Notwithstanding any other provision of this Agreement, the Partners shall not, without the prior written consent of the unanimous vote or consent of the Partners, sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Partnership; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Partnership’s assets; mortgage, pledge or encumber the Partnership’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Partnership in the excess of $__________.00; lend any Partnership funds or other assets to any person in an amount or with a value in excess of $___________.00; establish any reserves for working capital repairs, replacements, improvements or any other purpose, in excess of an aggregate of $_____________.00; confess a judgment against the partnership; settle, compromise or release, discharge or pay any claim, demand or debt in excess of $_________.00, including claims for insurance; approve a merger or consolidation of the Partnership with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Partnership. ☐ - Limited Partnership: Except as otherwise set forth herein, the General Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The General Partner shall have the power and authority including, but not limited to the following: Borrow money from third parties to finance the Partnership’s activities on terms the General Partner deems appropriate; Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; Acquire real and personal property upon terms and conditions deemed by the General Partner to be beneficial to the partnership Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The General Partner shall not be liable to the Limited Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the General Partner. Notwithstanding the foregoing, the Limited Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: Veto the General Partner’s Capital Call; Admission of either an additional Limited Partner of General Partner; Amendment of this Agreement; Consent to dissolution; Election of a new General Partner. ☐ - Limited Liability Partnership: Except as otherwise set forth herein, the Managing Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The Managing Partner shall have the power and authority including, but not limited to the following: Borrow money from third parties to finance the Partnership’s activities on terms the Managing Partner deems appropriate; Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; Acquire real and personal property upon terms and conditions deemed by the Managing Partner to be beneficial to the partnership Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The Managing Partner shall not be liable to the Limited Liability Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the Managing Partner. Notwithstanding the foregoing, the Limited Liability Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: Veto the Managing Partner’s Capital Call; Admission of either an additional Limited Partner or Managing Partner; Amendment of this Agreement; Consent to dissolution; Election of a new Managing Partner.

Limited Liability Partnership. The Managing Partner shall determine the timing and amounts of distributions and such determination shall be binding on all Partners. The net income of the Partnership shall be proportionally allocated to and any net losses of the Partnership shall be borne proportionally by the Partners as such percentages are set forth in Schedule A hereto. No Partner is entitled to priority preference in any distribution from the Partnership. No Partner shall be entitled to make withdrawals from his individual account or have returned to him his capital contributions except in accordance herewith. All distributions shall be made in cash. Management of Partnership: (Check One) ☐ - Partnership: The business and affairs of the Company shall be conducted and managed by the Partners in accordance with this Agreement and the laws of the State of ColoradoIndiana. Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation and control of the business and affairs of the Partnership and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Partners holding a majority of the percentage interest of the Partnership. Notwithstanding any other provision of this Agreement, the Partners shall not, without the prior written consent of the unanimous vote or consent of the Partners, sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Partnership; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Partnership’s assets; mortgage, pledge or encumber the Partnership’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Partnership in the excess of $__________.00; lend any Partnership funds or other assets to any person in an amount or with a value in excess of $___________.00; establish any reserves for working capital repairs, replacements, improvements or any other purpose, in excess of an aggregate of $_____________.00; confess a judgment against the partnership; settle, compromise or release, discharge or pay any claim, demand or debt in excess of $_________.00, including claims for insurance; approve a merger or consolidation of the Partnership with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Partnership. ☐ - Limited Partnership: Except as otherwise set forth herein, the General Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The General Partner shall have the power and authority including, but not limited to the following: Borrow money from third parties to finance the Partnership’s activities on terms the General Partner deems appropriate; Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; Acquire real and personal property upon terms and conditions deemed by the General Partner to be beneficial to the partnership Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The General Partner shall not be liable to the Limited Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the General Partner. Notwithstanding the foregoing, the Limited Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: Veto the General Partner’s Capital Call; Admission of either an additional Limited Partner of General Partner; Amendment of this Agreement; Consent to dissolution; Election of a new General Partner. ☐ - Limited Liability Partnership: Except as otherwise set forth herein, the Managing Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The Managing Partner shall have the power and authority including, but not limited to the following: Borrow money from third parties to finance the Partnership’s activities on terms the Managing Partner deems appropriate; Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; Acquire real and personal property upon terms and conditions deemed by the Managing Partner to be beneficial to the partnership Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The Managing Partner shall not be liable to the Limited Liability Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the Managing Partner. Notwithstanding the foregoing, the Limited Liability Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: Veto the Managing Partner’s Capital Call; Admission of either an additional Limited Partner or Managing Partner; Amendment of this Agreement; Consent to dissolution; Election of a new Managing Partner.

Limited Liability Partnership. The Managing Partner shall determine the timing and amounts of distributions and such determination shall be binding on all Partners. The net income of the Partnership shall be proportionally allocated to and any net losses of the Partnership shall be borne proportionally by the Partners as such percentages are set forth in Schedule A hereto. No Partner is entitled to priority preference in any distribution from the Partnership. No Partner shall be entitled to make withdrawals from his individual account or have returned to him his capital contributions except in accordance herewith. All distributions shall be made in cash. Management of Partnership: (Check One) ☐ - Partnership: The business and affairs of the Company shall be conducted and managed by the Partners in accordance with this Agreement and the laws of the State of ColoradoArizona. Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation and control of the business and affairs of the Partnership and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Partners holding a majority of the percentage interest of the Partnership. Notwithstanding any other provision of this Agreement, the Partners shall not, without the prior written consent of the unanimous vote or consent of the Partners, sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Partnership; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Partnership’s assets; mortgage, pledge or encumber the Partnership’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Partnership in the excess of $__________.00; lend any Partnership funds or other assets to any person in an amount or with a value in excess of $___________.00; establish any reserves for working capital repairs, replacements, improvements or any other purpose, in excess of an aggregate of $_____________.00; confess a judgment against the partnership; settle, compromise or release, discharge or pay any claim, demand or debt in excess of $_________.00, including claims for insurance; approve a merger or consolidation of the Partnership with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Partnership. ☐ - Limited Partnership: Except as otherwise set forth herein, the General Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The General Partner shall have the power and authority including, but not limited to the following: Borrow money from third parties to finance the Partnership’s activities on terms the General Partner deems appropriate; Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; Acquire real and personal property upon terms and conditions deemed by the General Partner to be beneficial to the partnership Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The General Partner shall not be liable to the Limited Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the General Partner. Notwithstanding the foregoing, the Limited Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: Veto the General Partner’s Capital Call; Admission of either an additional Limited Partner of General Partner; Amendment of this Agreement; Consent to dissolution; Election of a new General Partner. ☐ - Limited Liability Partnership: Except as otherwise set forth herein, the Managing Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The Managing Partner shall have the power and authority including, but not limited to the following: Borrow money from third parties to finance the Partnership’s activities on terms the Managing Partner deems appropriate; Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; Acquire real and personal property upon terms and conditions deemed by the Managing Partner to be beneficial to the partnership Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The Managing Partner shall not be liable to the Limited Liability Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the Managing Partner. Notwithstanding the foregoing, the Limited Liability Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: Veto the Managing Partner’s Capital Call; Admission of either an additional Limited Partner or Managing Partner; Amendment of this Agreement; Consent to dissolution; Election of a new Managing Partner.

Limited Liability Partnership. The Managing Partner shall determine the timing and amounts of distributions and such determination shall be binding on all Partners. The net income of the Partnership shall be proportionally allocated to and any net losses of the Partnership shall be borne proportionally by the Partners as such percentages are set forth in Schedule A hereto. No Partner is entitled to priority preference in any distribution from the Partnership. No Partner shall be entitled to make withdrawals from his individual account or have returned to him his capital contributions except in accordance herewith. All distributions shall be made in cash. Management of Partnership: (Check One) ☐ - Partnership: The business and affairs of the Company shall be conducted and managed by the Partners in accordance with this Agreement and the laws of the State of ColoradoAlaska. Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation and control of the business and affairs of the Partnership and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Partners holding a majority of the percentage interest of the Partnership. Notwithstanding any other provision of this Agreement, the Partners shall not, without the prior written consent of the unanimous vote or consent of the Partners, sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Partnership; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Partnership’s assets; mortgage, pledge or encumber the Partnership’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Partnership in the excess of $__________.00; lend any Partnership funds or other assets to any person in an amount or with a value in excess of $___________.00; establish any reserves for working capital repairs, replacements, improvements or any other purpose, in excess of an aggregate of $_____________.00; confess a judgment against the partnership; settle, compromise or release, discharge or pay any claim, demand or debt in excess of $_________.00, including claims for insurance; approve a merger or consolidation of the Partnership with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Partnership. ☐ - Limited Partnership: Except as otherwise set forth herein, the General Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The General Partner shall have the power and authority including, but not limited to the following: Borrow money from third parties to finance the Partnership’s activities on terms the General Partner deems appropriate; Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; Acquire real and personal property upon terms and conditions deemed by the General Partner to be beneficial to the partnership Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The General Partner shall not be liable to the Limited Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the General Partner. Notwithstanding the foregoing, the Limited Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: Veto the General Partner’s Capital Call; Admission of either an additional Limited Partner of General Partner; Amendment of this Agreement; Consent to dissolution; Election of a new General Partner. ☐ - Limited Liability Partnership: Except as otherwise set forth herein, the Managing Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The Managing Partner shall have the power and authority including, but not limited to the following: Borrow money from third parties to finance the Partnership’s activities on terms the Managing Partner deems appropriate; Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; Acquire real and personal property upon terms and conditions deemed by the Managing Partner to be beneficial to the partnership Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The Managing Partner shall not be liable to the Limited Liability Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the Managing Partner. Notwithstanding the foregoing, the Limited Liability Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: Veto the Managing Partner’s Capital Call; Admission of either an additional Limited Partner or Managing Partner; Amendment of this Agreement; Consent to dissolution; Election of a new Managing Partner.

Limited Liability Partnership. The Managing Partner shall determine the timing and amounts of distributions and such determination shall be binding on all Partners. The net income of the Partnership shall be proportionally allocated to and any net losses of the Partnership shall be borne proportionally by the Partners as such percentages are set forth in Schedule A hereto. No Partner is entitled to priority preference in any distribution from the Partnership. No Partner shall be entitled to make withdrawals from his individual account or have returned to him his capital contributions except in accordance herewith. All distributions shall be made in cash. Management of Partnership: (Check One) ☐ - Partnership: The business and affairs of the Company shall be conducted and managed by the Partners in accordance with this Agreement and the laws of the State of ColoradoLouisiana. Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation and control of the business and affairs of the Partnership and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Partners holding a majority of the percentage interest of the Partnership. Notwithstanding any other provision of this Agreement, the Partners shall not, without the prior written consent of the unanimous vote or consent of the Partners, sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Partnership; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Partnership’s assets; mortgage, pledge or encumber the Partnership’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Partnership in the excess of $__________.00; lend any Partnership funds or other assets to any person in an amount or with a value in excess of $___________.00; establish any reserves for working capital repairs, replacements, improvements or any other purpose, in excess of an aggregate of $_____________.00; confess a judgment against the partnership; settle, compromise or release, discharge or pay any claim, demand or debt in excess of $_________.00, including claims for insurance; approve a merger or consolidation of the Partnership with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Partnership. ☐ - Limited Partnership: Except as otherwise set forth herein, the General Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The General Partner shall have the power and authority including, but not limited to the following: Borrow money from third parties to finance the Partnership’s activities on terms the General Partner deems appropriate; Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; Acquire real and personal property upon terms and conditions deemed by the General Partner to be beneficial to the partnership Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The General Partner shall not be liable to the Limited Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the General Partner. Notwithstanding the foregoing, the Limited Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: Veto the General Partner’s Capital Call; Admission of either an additional Limited Partner of General Partner; Amendment of this Agreement; Consent to dissolution; Election of a new General Partner. ☐ - Limited Liability Partnership: Except as otherwise set forth herein, the Managing Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The Managing Partner shall have the power and authority including, but not limited to the following: Borrow money from third parties to finance the Partnership’s activities on terms the Managing Partner deems appropriate; Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; Acquire real and personal property upon terms and conditions deemed by the Managing Partner to be beneficial to the partnership Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The Managing Partner shall not be liable to the Limited Liability Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the Managing Partner. Notwithstanding the foregoing, the Limited Liability Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: Veto the Managing Partner’s Capital Call; Admission of either an additional Limited Partner or Managing Partner; Amendment of this Agreement; Consent to dissolution; Election of a new Managing Partner.

Limited Liability Partnership. The Managing Partner shall determine the timing and amounts of distributions and such determination shall be binding on all Partners. The net income of the Partnership shall be proportionally allocated to and any net losses of the Partnership shall be borne proportionally by the Partners as such percentages are set forth in Schedule A hereto. No Partner is entitled to priority preference in any distribution from the Partnership. No Partner shall be entitled to make withdrawals from his individual account or have returned to him his capital contributions except in accordance herewith. All distributions shall be made in cash. Management of Partnership: (Check One) ☐ - Partnership: The business and affairs of the Company shall be conducted and managed by the Partners in accordance with this Agreement and the laws of the State of ColoradoMaine. Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation and control of the business and affairs of the Partnership and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Partners holding a majority of the percentage interest of the Partnership. Notwithstanding any other provision of this Agreement, the Partners shall not, without the prior written consent of the unanimous vote or consent of the Partners, sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Partnership; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Partnership’s assets; mortgage, pledge or encumber the Partnership’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Partnership in the excess of $__________.00; lend any Partnership funds or other assets to any person in an amount or with a value in excess of $___________.00; establish any reserves for working capital repairs, replacements, improvements or any other purpose, in excess of an aggregate of $_____________.00; confess a judgment against the partnership; settle, compromise or release, discharge or pay any claim, demand or debt in excess of $_________.00, including claims for insurance; approve a merger or consolidation of the Partnership with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Partnership. ☐ - Limited Partnership: Except as otherwise set forth herein, the General Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The General Partner shall have the power and authority including, but not limited to the following: Borrow money from third parties to finance the Partnership’s activities on terms the General Partner deems appropriate; Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; Acquire real and personal property upon terms and conditions deemed by the General Partner to be beneficial to the partnership Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The General Partner shall not be liable to the Limited Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the General Partner. Notwithstanding the foregoing, the Limited Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: Veto the General Partner’s Capital Call; Admission of either an additional Limited Partner of General Partner; Amendment of this Agreement; Consent to dissolution; Election of a new General Partner. ☐ - Limited Liability Partnership: Except as otherwise set forth herein, the Managing Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The Managing Partner shall have the power and authority including, but not limited to the following: Borrow money from third parties to finance the Partnership’s activities on terms the Managing Partner deems appropriate; Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; Acquire real and personal property upon terms and conditions deemed by the Managing Partner to be beneficial to the partnership Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The Managing Partner shall not be liable to the Limited Liability Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the Managing Partner. Notwithstanding the foregoing, the Limited Liability Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: Veto the Managing Partner’s Capital Call; Admission of either an additional Limited Partner or Managing Partner; Amendment of this Agreement; Consent to dissolution; Election of a new Managing Partner.