Common use of Partnership Representative Clause in Contracts

Partnership Representative. (a) The Members hereby agree that: (i) the Manager (or an individual designated by the Manager) will be designated the initial “partnership representative” within the meaning of Section 6223(a) of the Code (“Partnership Representative”), and the Manager shall be authorized to take any actions necessary under Treasury Regulations, or other guidance, to cause such person to be designated as such; (ii) if an entity is designated as Partnership Representative, the Manager shall simultaneously designate an individual who will act for the entity Partnership Representative; (iii) the Partnership Representative may be removed and replaced at any time, by the Manager; (iv) the Company and/or Series and each Member agree that they shall be bound by the actions taken by the Partnership Representative, as described in Section 6223(b) of the Code; (v) the Members hereby consent to the election set forth in Section 6226(a) of the Code, and agree to take any action and furnish the Partnership Representative with any information necessary to give effect to such election, if the Manager decides to make such election; (vi) any imputed underpayment of tax imposed on the Company and/or Series pursuant to Section 6232 of the Code (and any related interest, penalties, or other additions to tax) that the Manager reasonably determines is attributable to one or more Members (including any former Member) in the Manager’s sole discretion; and (vii) the Partnership Representative will be considered indemnified, and the provisions of Section 5.6 shall apply to the Partnership Representative. The Partnership Representative shall be authorized to take any of the foregoing actions (or any similar actions) to the extent necessary, to allow the Company and/or Series to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015. (b) Regarding the potential obligation of a former Member under this paragraph, the following shall apply: (i) each Member agrees that, notwithstanding any other provision in this Agreement, if it is no longer a Member, it shall nevertheless be obligated for any responsibilities under Section 6.5, as if it were a Member prior to withdrawal from the Company and/or Series and/or transfer of its interest; and (ii) as applicable, the Manager will not be required to consent to the transfer of interest of any Member, unless the transferee receiving such interest agrees that in the event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within 20 business days following written demand by the Manager, such transferee shall be jointly and severally liable with such transferor for such obligation, and the Manager may thereafter treat the transferee as the relevant Member for purposes of this Subsection. The Partnership Representative will provide prompt written notification to each Member in the event of any audit of the Company and/or Series by the United States Internal Revenue Service, and provide all information reasonably requested by any Member regarding such audit and associated proceedings. The provisions of this Section 6.5 will not apply to any taxable year of the Company and/or Series for which the Company and/or Series has made a valid election out of Subchapter C of Chapter 63 of the Code, pursuant to Section 6221 of the Code. LIMITED LIABILITY COMPANY OPERATING AGREEMENT FORTE INVESTMENT FUND, LLC

Partnership Representative. (a) The Members hereby agree that: (i) the Manager (or an individual designated by the Manager) will be designated the initial “partnership representative” within the meaning of Section 6223(a) of the Code (“Partnership Representative”), and the Manager PubCo shall be authorized to take any actions necessary under Treasury Regulations, or other guidance, to cause such person to be designated act as such; (ii) if an entity is designated as Partnership Representative, the Manager shall simultaneously designate an individual who will act for the entity Partnership Representative; (iii) the Partnership Representative may be removed and replaced at any time, by in such role shall have the Manager; (iv) authority to appoint the Company and/or Series and each Member agree that they shall be bound by the actions taken by “designated individual” of the Partnership Representative, as described in Section 6223(b) of the Code; (v) the Members hereby consent to the election set forth in Section 6226(a) of the Code, and agree to take any action and furnish the Partnership Representative with any information necessary to give effect to such election, if the Manager decides to make such election; (vi) any imputed underpayment of tax imposed on the Company and/or Series pursuant to Section 6232 of the Code (and any related interest, penalties, or other additions to tax) that the Manager reasonably determines is attributable to one or more Members (including any former Member) in the Manager’s sole discretion; and (vii) the Partnership Representative will be considered indemnified, and the provisions of Section 5.6 shall apply to the Partnership Representative. The Partnership Representative shall be authorized to take any of the foregoing actions (or any similar actions) to the extent necessary, to allow the Company and/or Series to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015. (b) Regarding the potential obligation of a former Member under this paragraph, the following shall apply: (i) each Member agrees that, notwithstanding any other provision in this Agreement, if it is no longer a Member, it shall nevertheless be obligated for any responsibilities under Section 6.5, as if it were a Member prior to withdrawal from the Company and/or Series and/or transfer of its interest; and (ii) as applicable, the Manager will not be required to consent to the transfer of interest of any Member, unless the transferee receiving such interest agrees that in the event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within 20 business days following written demand by the Manager, such transferee shall be jointly and severally liable with such transferor for such obligation, and the Manager may thereafter treat the transferee as the relevant Member for purposes of this Subsection. The Partnership Representative will provide prompt written notification to each Member in the event of any audit of the Company and/or Series by the United States Internal Revenue Service, and provide all information reasonably requested by any Member regarding such audit and associated proceedings. The provisions of this Section 6.5 will not apply to any taxable year of the Company and/or Series for which the Company and/or Series has made a valid election out of Subchapter C of Chapter 63 of the CodeCode and the Treasury Regulations relating thereto . The Partnership Representative shall be responsible for making all decisions, filing all elections and taking all other actions, in each case related to any audit, examination, litigation or other tax-related proceeding, or otherwise related to its role as “partnership representative” pursuant to Section Sections 6221 through 6231 of the Code, in its sole discretion. LIMITED LIABILITY COMPANY OPERATING AGREEMENT FORTE INVESTMENT FUNDEach Member shall indemnify and reimburse the Company to the extent the Company is required to make any payment for taxes, LLCinterest, additions to tax or penalties or with respect to a Member’s share of any adjustment to income, gain, loss, deduction or credit as determined in the reasonable good faith discretion of the Partnership Representative. To the fullest extent permitted by applicable Law, a Member’s obligations under this Section 9.4 shall survive the dissolution, liquidation, termination and winding-up of the Company and shall survive, as to each Member, such Member’s withdrawal from the Company or termination of the Member’s status as a Member. Any reasonable, documented cost or expense incurred by the Partnership Representative or the “designated individual” in connection with the roles and responsibilities described in this Section 9.4 shall be borne by the Company. The Members agree to reasonably cooperate with the Company, the Partnership Representative and the “designated individual” as necessary to carry out the intent of this Section 9.4. (b) The Partnership Representative shall promptly deliver to each of the other Members a copy of all notices, communications, reports and writings received from the IRS relating to or reasonably expected to result in an adjustment of Company items, and keep each of the Members advised of all material developments with respect to any proposed adjustments which come to its attention; provided, however, that so long as Stagwell or any of its Permitted Transferees is a Member holding at least 30% of the Common Units of the Company, Stagwell shall have the right to observe and participate through representatives of its own choosing (at their sole expense) in any tax proceedings. In respect of any administrative or judicial proceeding with respect to tax periods during which Stagwell owned at least 30% of the Common Units of the Company, the Partnership Representative may not settle any such administrative or judicial proceeding or enter into any agreement (including extending the period of limitations) with the IRS, in each case, without the prior written consent of Stagwell, which consent shall not be unreasonably withheld, delayed or conditioned. Nothing herein shall diminish, limit or restrict the rights of any Member under Subchapter C, Chapter 63, Subtitle F of the Code.

Partnership Representative. (a) The Members hereby agree that: (i) the Manager (or an individual designated by the Manager) will be designated the initial “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”), ) and the Manager shall be authorized to take any actions necessary under Treasury Regulations, Regulations or other guidance, guidance to cause such person to be designated as such; (ii) if an entity is designated as Partnership Representative, the Manager shall simultaneously designate an individual who will act for the entity Partnership Representative; (iii) the Partnership Representative may be removed and replaced at any time, time by the Manager; (iv) the Company and/or Series and each Member agree that they shall be bound by the actions taken by the Partnership Representative, as described in Section 6223(b) of the Code; (v) the Members hereby consent to the election set forth in Section 6226(a) of the Code, Code and agree to take any action action, and furnish the Partnership Representative with any information necessary necessary, to give effect to such election, election if the Manager decides to make such election; (vi) any imputed underpayment of tax imposed on the Company and/or Series pursuant to Section 6232 of the Code (and any related interest, penalties, penalties or other additions to tax) that the Manager reasonably determines is attributable to one or more Members (including any former Member) in the Manager’s sole discretion; and (vii) the Partnership Representative will be considered indemnified, indemnified and the provisions of Section 5.6 shall apply to the Partnership Representative. The Partnership Representative shall be authorized to take any of the foregoing actions (or any similar actions) ), to the extent necessary, necessary to allow the Company and/or Series to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015. (b) Regarding the potential obligation of a former Member under this paragraph, the following shall apply: (i) each Member agrees that, that notwithstanding any other provision in this Agreement, Agreement if it is no longer a Member, Member it shall nevertheless be obligated for any responsibilities under Section 6.5, as if it were a Member prior to withdrawal from the Company and/or Series and/or transfer of its interest; and (ii) as applicable, the Manager will not be required to consent to the transfer of interest of any Member, Member unless the transferee receiving such interest agrees that in the event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within 20 business days following written demand by the Manager, such transferee shall be jointly and severally liable with such transferor for such obligation, obligation and the Manager may thereafter treat the transferee as the relevant Member for purposes of this Subsection. The Partnership Representative will provide prompt written notification to each Member in the event of any audit of the Company and/or Series by the United States Internal Revenue Service, Service and provide all information reasonably requested by any Member regarding such audit and associated proceedings. The provisions of this Section 6.5 will not apply to any taxable year of the Company and/or Series for which the Company and/or Series has made a valid election out of Subchapter C of Chapter 63 of the Code, Code pursuant to Section 6221 of the Code. LIMITED LIABILITY COMPANY OPERATING AGREEMENT FORTE INVESTMENT FUND, LLC.

Partnership Representative. (a) The Members Limited Partners hereby agree that: (i) the Manager General Partner (or an individual designated by the ManagerGeneral Partner) will be designated the initial “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”), ) and the Manager General Partner shall be authorized to take any actions necessary under Treasury Regulations, Regulations or other guidance, guidance to cause such person to be designated as such; (ii) if an entity is designated as Partnership Representative, the Manager General Partner shall simultaneously designate an individual who will act for the entity Partnership Representative; (iii) the Partnership Representative may be removed and replaced at any time, time by the ManagerGeneral Partner; (iv) the Company and/or Series Fund and each Member Limited Partner agree that they shall be bound by the actions taken by the Partnership Representative, as described in Section 6223(b) of the Code; (v) the Members Limited Partners hereby consent to the election set forth in Section 6226(a) of the Code, Code and agree to take any action action, and furnish the Partnership Representative with any information necessary necessary, to give effect to such election, election if the Manager General Partner decides to make such election; (vi) any imputed underpayment of tax imposed on the Company and/or Series Fund pursuant to Section 6232 of the Code (and any related interest, penalties, penalties or other additions to tax) that the Manager General Partner reasonably determines is attributable to one or more Members Limited Partners (including any former MemberLimited Partner) in the ManagerGeneral Partner’s sole discretion; and (vii) the Partnership Representative will be considered indemnified, indemnified and the provisions of Section 5.6 shall apply to the Partnership Representative. The Partnership Representative shall be authorized to take any of the foregoing actions (or any similar actions) ), to the extent necessary, necessary to allow the Company and/or Series Fund to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015.. LIMITED PARTNERSHIP AGREEMENT VELOCE CAP FUND 1 LP (b) Regarding the potential obligation of a former Member Limited Partner under this paragraph, the following shall apply: (i) each Member Limited Partner agrees that, that notwithstanding any other provision in this Agreement, Agreement if it is no longer a Member, Limited Partner it shall nevertheless be obligated for any responsibilities under Section 6.5, as if it were a Member Limited Partner prior to withdrawal from the Company and/or Series Fund and/or transfer of its interest; and (ii) as applicable, the Manager General Partner will not be required to consent to the transfer of interest of any Member, Limited Partner unless the transferee receiving such interest agrees that in the event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within 20 Twenty (20) business days following written demand by the ManagerGeneral Partner, such transferee shall be jointly and severally liable with such transferor for such obligation, obligation and the Manager General Partner may thereafter treat the transferee as the relevant Member Limited Partner for purposes of this Subsection. The Partnership Representative will provide prompt written notification to each Member Limited Partner in the event of any audit of the Company and/or Series Fund by the United States Internal Revenue Service, Service and provide all information reasonably requested by any Member Limited Partner regarding such audit and associated proceedings. The provisions of this Section 6.5 will not apply to any taxable year of the Company and/or Series Fund for which the Company and/or Series Fund has made a valid election out of Subchapter C of Chapter 63 of the Code, Code pursuant to Section 6221 of the Code. LIMITED LIABILITY COMPANY OPERATING AGREEMENT FORTE INVESTMENT FUND, LLC.

Partnership Representative. (a) The Members hereby agree that: (i) the Manager (or an individual designated by the Manager) will be designated the initial “partnership representative” within the meaning of Section 6223(a) of the Code (“Partnership Representative”), and the Manager shall be authorized to take any actions necessary under Treasury Regulations, or other guidance, to cause such person to be designated as such; (ii) if an entity is designated as Partnership Representative, the Manager shall simultaneously designate an individual who will act for the entity Partnership Representative; (iii) the Partnership Representative may be removed and replaced at any time, by the Manager; (iv) the Company and/or Series and each Member agree that they shall be bound by the actions taken by the Partnership Representative, as described in Section 6223(b) of the Code; (v) the Members hereby consent to the election set forth in Section 6226(a) of the Code, and agree to take any action and furnish the Partnership Representative with any information necessary to give effect to such election, if the Manager decides to make such election; (vi) any imputed underpayment of tax imposed on the Company and/or Series pursuant to Section 6232 of the Code (and any related interest, penalties, or other additions to tax) that the Manager reasonably determines is attributable to one or more Members (including any former Member) in the Manager’s sole discretion; and (vii) the Partnership Representative will be considered indemnified, and the provisions of Section 5.6 shall apply to the Partnership Representative. The Partnership Representative shall be authorized to take any of the foregoing actions (or any similar actions) to the extent necessary, to allow the Company and/or Series to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015. (b) Regarding the potential obligation of a former Member under this paragraph, the following shall apply: (i) each Member agrees that, notwithstanding any other provision in this Agreement, if it is no longer a Member, it shall nevertheless be obligated for any responsibilities under Section 6.5, as if it were a Member prior to withdrawal from the Company and/or Series and/or transfer of its interest; and (ii) as applicable, the Manager will not be required to consent to the transfer of interest of any Member, unless the transferee receiving such interest agrees that in the event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within 20 business days following written demand by the Manager, such transferee shall be jointly and severally liable with such transferor for such obligation, and the Manager may thereafter treat the transferee as the relevant Member for purposes of this Subsection. The Partnership Representative will provide prompt written notification to each Member in the event of any audit of the Company and/or Series by the United States Internal Revenue Service, and provide all information reasonably requested by any Member regarding such audit and associated proceedings. The provisions of this Section 6.5 will not apply to any taxable year of the Company and/or Series for which the Company and/or Series has made a valid election out of Subchapter C of Chapter 63 of the Code, pursuant to Section 6221 of the Code. LIMITED LIABILITY COMPANY OPERATING AGREEMENT FORTE INVESTMENT FUND, LLCand

Partnership Representative. (a) The Members hereby agree that: (i) Manager shall serve as the Manager (or an individual designated by the Manager) will be designated the initial Fund’s “partnership representative” within the meaning of Section 6223(a) of the Code (“Partnership Representative”), and the Manager shall be authorized to take any actions necessary under Treasury Regulations, or other guidance, to cause such person to be designated as such; (ii) if an entity is designated as Partnership Representative, the Manager shall simultaneously designate an individual who will act Fund for the entity Partnership Representative; (iii) the Partnership Representative may be removed and replaced at any time, by the Manager; (iv) the Company and/or Series and each Member agree that they shall be bound by the actions taken by the Partnership Representative, as described in Section 6223(b) of the Code; (v) the Members hereby consent to the election set forth in Section 6226(a) of the Code, and agree to take any action and furnish the Partnership Representative with any information necessary to give effect to such election, if the Manager decides to make such election; (vi) any imputed underpayment of tax imposed on the Company and/or Series pursuant to Section 6232 of the Code (and any related interest, penalties, or other additions to tax) that the Manager reasonably determines is attributable to one or more Members (including any former Member) in the Manager’s sole discretion; and (vii) the Partnership Representative will be considered indemnified, and the provisions of Section 5.6 shall apply to the Partnership Representative. The Partnership Representative shall be authorized to take any of the foregoing actions (or any similar actions) to the extent necessary, to allow the Company and/or Series to comply with the partnership audit provisions purposes of the Bipartisan Budget Act of 2015. 2015 and any Sections of the Code or Treasury Regulations promulgated thereunder. Except as otherwise provided herein, the partnership representative shall determine whether to make any and all elections for federal, state, local and foreign tax purposes including, without limitation, making the election under Section 754 of the Code in accordance with applicable regulations thereunder. The partnership representative shall have the right to seek or revoke any such election (bincluding, without limitation, the election under Section 754 of the Code) Regarding upon the potential obligation partnership representative’s determination that such revocation is in the best interests of the Members. Notwithstanding any contrary provision hereof, the partnership representative shall have no right to make an election under Section 301.7701-3 of the Treasury Regulations to classify the Fund for federal income tax purposes as anything other than a former Member partnership. The Members agree that, upon the partnership representative’s request, they shall provide it with any information regarding their individual tax returns and liabilities that may be relevant under Code Section 6225(c), as amended by the BBA, or other state or local rule and file amended tax returns as provided in Code Section 6225(c)(2), as amended by the BBA, or applicable state or local laws, with timely payment of any tax due. All obligations of Members under this paragraph, the following Section shall apply: (i) each Member agrees that, notwithstanding any other provision continue until released in this Agreement, if it is no longer a Member, it shall nevertheless be obligated for any responsibilities under Section 6.5, as if it were a Member prior to withdrawal from the Company and/or Series and/or transfer of its interest; and (ii) as applicable, the Manager will not be required to consent to the transfer of interest of any Member, unless the transferee receiving such interest agrees that in the event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within 20 business days following written demand writing by the Manager, such transferee shall be jointly and severally liable with such transferor for Fund from such obligation, and even if a Member withdraws from or disposes of Units in the Manager may thereafter treat the transferee as the relevant Member for purposes of this SubsectionFund. The Partnership Representative will provide prompt written notification Fund shall reimburse the partnership representative for all expenses reasonably incurred in connection with all examinations of the Fund’s affairs by any taxing authority, including any resulting tax proceedings, and is authorized to each expend Fund funds for professional services and costs associated therewith. The partnership representative shall not be liable for any action taken or omitted to be taken by it in good faith. Each Member hereby waives, releases and agrees not to ▇▇▇ the partnership representative or any of the partnership representative’s affiliates, officers, directors, employees, attorneys, partners or agents for damages in the event respect of any audit of claim in connection with, arising out of, or in any way related to, the Company and/or Series by the United States Internal Revenue Service, and provide all information reasonably requested by any Member regarding such audit and associated proceedingspartnership representative’s duties under this Agreement. The provisions Fund shall indemnify, hold harmless and advance expenses to the partnership representative in respect of this Section 6.5 will not apply any and all claims, damages, liabilities, costs (including, without limitation, the costs of litigation and reasonable attorney’s fees and expenses) and causes of action arising out of, resulting from or attributable in whole or in part to, the partnership representative’s actions and decisions in his conduct as partnership representative for the Fund, to any taxable year of the Company and/or Series for which the Company and/or Series has made a valid election out of Subchapter C of Chapter 63 of the Code, pursuant to Section 6221 of the Code. LIMITED LIABILITY COMPANY OPERATING AGREEMENT FORTE INVESTMENT FUND, LLCfullest extent allowed by applicable law.

Partnership Representative. (a) The Members hereby agree that: (i) Managing Member shall serve as the Manager (or an individual designated by the Manager) will be designated the initial “partnership representative” of the Company within the meaning of Section 6223(a) of the Code (the “Partnership Representative”). The Partnership Representative shall inform each other Member of all material matters that may come to its attention in its capacity as the Partnership Representative by giving notice thereof on or before the fifth (5th) Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all material written communications it may receive in that capacity. The Managing Member is hereby directed 853984.15A-WILSR01A - MSW and the Manager shall be authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any actions necessary forms or documents with the IRS, designating an individual to serve as the sole individual through whom the Partnership Representative will act, and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member will remain as the Partnership Representative so long as it serves as Managing Member, or other guidance, to cause such person to be designated as such; (ii) if an entity is designated unless it requests that it not serve as Partnership Representative; provided, however, that, notwithstanding the foregoing, the Manager Managing Member shall simultaneously designate not be permitted to resign unless and until the Members have found a replacement Partnership Representative approved unanimously in writing by the Members. (b) The Partnership Representative may, in its reasonable discretion, make the election provided by Section 6221(b) of the Code to have Subchapter C of Chapter 63 of the Code not apply (the “Election Out”). (c) If the Internal Revenue Service proposes an individual who will act for adjustment in the entity Partnership Representative; amount of any item of income, gain, loss, deduction, or credit of the Company, or any Member’s (iiior former Member’s) distributive share thereof, and such adjustment results in an “imputed underpayment” as described in Section 6225(b) of the Code (a “Covered Audit Adjustment”), the Partnership Representative may (but shall not be removed required to) elect, to the extent that such election is available (taking into account whether the Partnership Representative has received any needed information on a timely basis from the Members and replaced at former Members, if applicable), and the Election Out was not previously made, to apply the alternative method provided by Section 6226 of the Code (the “Alternative Method”). To the extent that the Partnership Representative does not elect the Alternative Method with respect to a Covered Audit Adjustment, the Partnership Representative shall use commercially reasonable efforts to (a) request information necessary to, and to make any timemodifications available under Sections 6225(c) of the Code to the extent that such modifications are available (taking into account whether the Partnership Representative has received any needed information on a timely basis from the Members and former Members) as would, reduce any Company Level Taxes payable by the Manager; Company with respect to the Covered Audit Adjustment, and (ivb) the Company and/or Series and each if requested by a Member, provide to such Member agree that they shall be bound by the actions taken by the Partnership Representativeinformation allowing such Member to file an amended U.S. federal income tax return, as described in Section 6223(b) of the Code; (v) the Members hereby consent to the election set forth in Section 6226(a6225(c)(2) of the Code, and agree to take any action and furnish the Partnership Representative with any information necessary to give effect to such election, if the Manager decides to make such election; (vi) any imputed underpayment of tax imposed on the Company and/or Series pursuant to Section 6232 of the Code (and any related interest, penalties, or other additions to tax) that the Manager reasonably determines is attributable to one or more Members (including any former Member) in the Manager’s sole discretion; and (vii) the Partnership Representative will be considered indemnified, and the provisions of Section 5.6 shall apply to the Partnership Representative. The Partnership Representative shall be authorized to take any of the foregoing actions (or any similar actions) to the extent necessary, to allow that such amended return and payment of any related U.S. federal income taxes would reduce any Company Level Taxes payable by the Company and/or Series to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015. (b) Regarding the potential obligation of a former Member under this paragraph, the following shall apply: (i) each Member agrees that, notwithstanding any other provision in this Agreement, if it is no longer a Member, it shall nevertheless be obligated for any responsibilities under Section 6.5, as if it were a Member prior to withdrawal from the Company and/or Series and/or transfer of its interest; and (ii) as applicable, the Manager will not be required to consent respect to the transfer of interest of Covered Audit Adjustment (after taking into account any Member, unless the transferee receiving such interest agrees that modifications described in the event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within 20 business days following written demand by the Manager, such transferee a)). Similar procedures shall be jointly and severally liable followed in connection with such transferor for such obligation, and the Manager may thereafter treat the transferee as the relevant Member for purposes of this Subsection. The Partnership Representative will provide prompt written notification any state or local income tax audit that incorporates rules similar to each Member in the event of any audit of the Company and/or Series by the United States Internal Revenue Service, and provide all information reasonably requested by any Member regarding such audit and associated proceedings. The provisions of this Section 6.5 will not apply to any taxable year of the Company and/or Series for which the Company and/or Series has made a valid election out of Subchapter C of Chapter 63 of the Code. (d) Notwithstanding any provision of this Agreement to the contrary, any taxes, penalties, and interest payable under the Subchapter C of Chapter 63 of the Code by the Company (“Company Level Taxes”) shall be treated as attributable to the Members (and former Members if applicable) of the Company, and the Partnership Representative shall cause the Company to allocate the burden of any such Company Level Taxes to those Members (and former Members if applicable) to whom such amounts are reasonably attributable (whether as a result of their status, actions, inactions, or otherwise), taking into account the effect of any modifications described in Section 8.03(d) that reduce the amount of Company Level Taxes. All Company Level Taxes allocated to a 853984.15A-WILSR01A - MSW Member (or a former Member if applicable), at the option of the Managing Member, shall (i) be promptly paid to the Company by such Member (or former Member if applicable) (“Option A”) or (ii) be paid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Member pursuant to Section 6221 5.01 or Section 5.02 and, if such distributions are not sufficient for that purpose, by reducing the proceeds of liquidation otherwise payable to such Member pursuant to Section 5.03 (“Option B”). If the Managing Member selects Option A, the Company’s payment of the Company Level Taxes allocated to the applicable Member (or former Member if applicable) shall be treated as a distribution to such Member (or former Member) and the payment by such Member (or former Member) to the Company shall be treated as a capital contribution for U.S. federal income tax purposes; provided that such payments shall not affect the Capital Accounts of, any other contributions to be made by, or the distributions and allocations to be made to the applicable Members (or former Member) under this Agreement. If the Managing Member selects Option B, the applicable Member shall for all purposes of this Agreement be treated as having received a distribution of the amount of its allocable share of the Company Level Taxes at the time such Company Level Taxes are paid by the Company. To the fullest extent permitted by applicable Law, each Member (whether or not such Member becomes a Member after the Effective Date) hereby agrees to indemnify and hold harmless the Company and the other Members (or former Members if applicable) from and against any liability for Company Level Taxes allocated to such Member in accordance with this Section 8.03(e) (including, with respect to any former Member, any Company Level Taxes allocated to such former Member that are attributable to taxable periods (or portions thereof) during which such former Member was treated as holding an interest in the Company). (e) If any Member intends to file a notice of inconsistent treatment under Section 6222(c) of the Code. LIMITED LIABILITY COMPANY OPERATING AGREEMENT FORTE INVESTMENT FUND, LLCsuch Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Partnership Representative. (a) The Members hereby agree that: (i) Treasurer is designated to act as the Manager (or an individual designated by the Manager) will be designated the initial “partnership representative” within the meaning of Section 6223(a) representative of the Company pursuant to Code section 6223 (the “Partnership Representative”), with the authority to act on behalf of the Company under subchapter C of chapter 63 of subtitle F of the Code. The Partnership Representative will be entitled to reimbursement from the Company for costs incurred in performing the duties under this Section 3.03. (b) The Partnership Representative will allocate any tax liability payable (and actually paid) by the Company pursuant to subchapter C of chapter 63 of subtitle F of the Code among the Persons who were Members during any “reviewed year” (as defined in Code section 6225(d)(1)) in a manner consistent with the manner in which income, gain, loss, deduction, and credit was allocated among such Persons for such reviewed year pursuant to the terms of this Agreement, to the greatest extent possible. To the fullest extent permitted by law, each Person who was a Member during any reviewed year will indemnify and hold harmless the Company and the Manager shall be authorized other Members (including other former, current, and future Members, as applicable) from and against any liability for Company-level taxes allocated to take such Person under this Section 3.03(b). Each Member or former Member will pay all Company-level tax liabilities in a prompt manner to the Company on written request by the Company. The liability and obligations of each Member under this Section 3.03(b) will survive any actions necessary under Treasury Regulationstransfer of a Membership Interest by such Member, or other guidance, to cause such person Member otherwise ceasing to be designated as such; a Member under this Agreement. (iic) if an entity is designated as The Members must take all actions reasonably requested by the Partnership Representative, including paying any imputed underpayment pursuant to an election under Code section 6226, filing any amended tax returns, and paying any tax due in accordance with Code section 6225(c)(2). Each Member must treat any Company item consistently on all tax returns of the Manager shall simultaneously designate an individual who Member with the Company’s treatment of the item. Any deficiency for taxes imposed on any Member (including penalties, additions to tax, or interest imposed with respect to such taxes and taxes imposed pursuant to Code section 6226) will act for be paid by the entity Partnership Representative; Member and, if required to be paid by the Company, will be recoverable from the Member as provided in Section 3.03(b). (iiid) the The Partnership Representative may will not be removed and replaced at any time, by the Manager; (iv) liable to the Company and/or Series and each or any Member agree that they shall be bound by the actions or Person claiming through a Member for any act or omission taken or suffered by the Partnership Representative, as described applicable, in Section 6223(b) such capacity in good faith and in the reasonable belief that such act or omission is in or is not opposed to the best interests of the Code; (v) the Members hereby consent to the election set forth in Section 6226(a) of the CodeCompany, and agree to take any action and furnish the Company must indemnify the Partnership Representative with any information necessary to give effect to such electionagainst all claims, if the Manager decides to make such election; liabilities, damages, losses, fees, costs and expenses (vi) any imputed underpayment including amounts paid in satisfaction of tax imposed on the Company and/or Series pursuant to Section 6232 of the Code (judgments, in compromises and any related interestsettlements, penalties, as fines and penalties and legal or other additions to taxcosts and reasonable expenses of investigating or defending against any claim or alleged claim) that the Manager reasonably determines is attributable to one or more Members (including any former Member) in the Manager’s sole discretion; and (vii) the Partnership Representative will be considered indemnified, and the provisions of Section 5.6 shall apply to the Partnership Representative. The Partnership Representative shall be authorized to take any of the foregoing actions (or any similar actions) to the extent necessary, to allow the Company and/or Series to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015. (b) Regarding the potential obligation of a former Member under this paragraph, the following shall apply: (i) each Member agrees that, notwithstanding any other provision in this Agreement, if it is no longer a Member, it shall nevertheless be obligated for any responsibilities under Section 6.5, as if it were a Member prior to withdrawal from the Company and/or Series and/or transfer of its interest; and (ii) as applicable, the Manager will not be required to consent to the transfer of interest of any Membernature whatsoever, unless known or unknown, liquidated or unliquidated in respect of any claim based upon such act or omission, so long as the transferee receiving such interest agrees that act or omission is not in the event the transferor violation of such interest this Agreement and does not fulfill its obligation under the preceding clause (i) within 20 business days following written demand by the Managerconstitute gross negligence, such transferee shall be jointly and severally liable with such transferor for such obligation, and the Manager may thereafter treat the transferee as the relevant Member for purposes fraud or a willful violation of this Subsection. The Partnership Representative will provide prompt written notification to each Member in the event of any audit of the Company and/or Series by the United States Internal Revenue Service, and provide all information reasonably requested by any Member regarding such audit and associated proceedings. The provisions of this Section 6.5 will not apply to any taxable year of the Company and/or Series for which the Company and/or Series has made a valid election out of Subchapter C of Chapter 63 of the Code, pursuant to Section 6221 of the Code. LIMITED LIABILITY COMPANY OPERATING AGREEMENT FORTE INVESTMENT FUND, LLClaw.

Partnership Representative. (a) The Members hereby agree that: (i) Pursuant to the Partnership Audit Provisions, the Manager (or an individual designated by the Manager) will shall be designated and may, on behalf of the initial Company, at any time, and without further notice to or consent from any Member, act as the “partnership representative” of the Company (within the meaning given to such term in Section 6223 of the Code) (the “Partnership Representative”) for purposes of the Code. The Partnership Representative shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Partnership Representative and is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services reasonably incurred in connection therewith. The Partnership Representative is hereby authorized, and shall have the discretion based upon the advice of counsel, to make all elections under Sections 6225 and 6226 of the Code and the Regulations thereunder. Each Member agrees to cooperate with the Company and the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Company or the Partnership Representative with respect to the conduct of such proceedings, including the making of, and compliance with, any elections with respect thereto. Notwithstanding the foregoing, the Partnership Representative, the Company, and its agent or Affiliates, shall only require a Member to file amended tax returns in accordance with Section 6223(a6225(c)(2) of the Code (“or any similar provisions under state, local or non-U.S. law) if, after taking into account the best interests of the Company and the Members as a whole, it is recommended based on the advice of counsel or the Company’s tax return preparer. The Partnership Representative”)Representative shall keep Members reasonably informed regarding any material income tax proceedings, and the Manager Members shall be authorized have the right to take observe and participate through representatives of their own choosing (at their sole expense) in any actions necessary such tax proceedings to the extent permitted by applicable law. Nothing herein shall diminish, limit or restrict the rights of any Member under Treasury Regulationsthe Partnership Audit Provisions. (b) In the event the Company incurs any liability for taxes, interest or penalties: (i) The Partnership Representative may, or other guidanceif such amounts are material, to shall, cause such person to be designated as such; (ii) if an entity is designated as Partnership Representative, the Manager shall simultaneously designate an individual who will act for the entity Partnership Representative; (iii) the Partnership Representative may be removed and replaced at any time, by the Manager; (iv) the Company and/or Series and each Member agree that they shall be bound by the actions taken by the Partnership Representative, as described in Section 6223(b) of the Code; (v) the Members hereby consent to the election set forth in Section 6226(a) of the Code, and agree to take any action and furnish the Partnership Representative with any information necessary to give effect to such election, if the Manager decides to make such election; (vi) any imputed underpayment of tax imposed on the Company and/or Series pursuant to Section 6232 of the Code (and any related interest, penalties, or other additions to tax) that the Manager reasonably determines is attributable to one or more Members (including any former Member) in the Manager’s sole discretion; and (vii) the Partnership Representative will be considered indemnifiedto whom such liability relates, and the provisions of Section 5.6 shall apply to as determined by the Partnership Representative. The , in its sole good faith discretion and after consulting with the Company’s and the affected Member’s tax advisors, to pay, and each such Member hereby agrees to pay, such amount to the Company, and such amount shall not be treated as a Capital Contribution; and (ii) Any amount not paid by a Member (or former Member) within ten (10) days following the receipt of the request to pay delivered by the Partnership Representative shall be authorized to take any of the foregoing actions (or any similar actions) to the extent necessary, to allow the Company and/or Series to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015. (b) Regarding the potential obligation of a former Member under this paragraph, the following shall apply: (i) each Member agrees that, notwithstanding any other provision in this Agreement, if it is no longer a Member, it shall nevertheless be obligated for any responsibilities under Section 6.5, as if it were a Member prior to withdrawal from the Company and/or Series and/or transfer of its interest; and (ii) as applicable, the Manager will not be required to consent to the transfer of interest of any Member, unless the transferee receiving such interest agrees that in the event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within 20 business days following written demand by the Manager, such transferee shall be jointly and severally liable with such transferor for such obligation, and the Manager may thereafter treat the transferee as the relevant Member treated for purposes of this Subsection. Agreement as withholding payment governed by Section 6.3(b) hereof. (iii) The Partnership Representative will provide prompt written notification to obligations of each Member in (or former Member) under this Section 13.3 and Section 6.3(b) shall survive the event transfer or redemption by such Member of any audit its Units and the termination of this Agreement or the dissolution of the Company and/or Series by the United States Internal Revenue Service, and provide all information reasonably requested by any Member regarding such audit and associated proceedings. The provisions of this Section 6.5 will not apply to any taxable year of the Company and/or Series for which the Company and/or Series has made a valid election out of Subchapter C of Chapter 63 of the Code, pursuant to Section 6221 of the Code. LIMITED LIABILITY COMPANY OPERATING AGREEMENT FORTE INVESTMENT FUND, LLCCompany.

Partnership Representative. (a) The Members hereby agree that: (i) the Manager (or an individual designated by the Manager) will be designated the initial “partnership representative” within the meaning of Section 6223(a) of the Code (“Partnership Representative”), and the Manager shall be authorized to take any actions necessary under Treasury Regulations, or other guidance, to cause such person to be designated as such; (ii) if an entity is designated as Partnership Representative, the Manager shall simultaneously designate an individual who will act for the entity Partnership Representative; (iii) the Partnership Representative may be removed and replaced at any time, by the Manager; (iv) the Company and/or Series and each Member agree that they shall be bound by the actions taken by the Partnership Representative, as described in Section 6223(b) of the Code; (v) the Members hereby consent to the election set forth in Section 6226(a) of the Code, and agree to take any action and furnish the Partnership Representative with any information necessary to give effect to such election, if the Manager decides to make such election; (vi) any imputed underpayment of tax imposed on the Company and/or Series pursuant to Section 6232 of the Code (and any related interest, penalties, or other additions to tax) that the Manager reasonably determines is attributable to one or more Members (including any former Member) in the Manager’s sole discretion; and (vii) the Partnership Representative will be considered indemnified, and the provisions of Section 5.6 shall apply to the Partnership Representative. The Partnership Representative shall be authorized to take any of the foregoing actions (or any similar actions) to the extent necessary, to allow the Company and/or Series to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015. (b) Regarding the potential obligation of a former Member under this paragraph, the following shall apply: (i) each Member agrees that, notwithstanding any other provision in this Agreement, if it is no longer a Member, it shall nevertheless be obligated for any responsibilities under Section 6.5, as if it were a Member prior to withdrawal from the Company and/or Series and/or transfer of its interest; and (ii) as applicable, the Manager will not be required to consent to the transfer of interest of any Member, unless the transferee receiving such interest agrees that in the event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within 20 business days following written demand by the Manager, such transferee shall be jointly and severally liable with such transferor for such obligation, and the Manager may thereafter treat the transferee as the relevant Member for purposes of this Subsection. The Partnership Representative will provide prompt written notification to each Member in the event of any audit of the Company and/or Series by the United States Internal Revenue Service, and provide all information reasonably requested by any Member regarding such audit and associated proceedings. The provisions of this Section 6.5 will not apply to any taxable year of the Company and/or Series for which the Company and/or Series has made a valid election out of Subchapter C of Chapter 63 of the Code, pursuant to Section 6221 of the Code. LIMITED LIABILITY COMPANY OPERATING AGREEMENT FORTE INVESTMENT FUND, LLC.

Partnership Representative. (a) The Members hereby agree that: acknowledge that Section 1101 of the Bipartisan Budget Act is applicable to the Company. Accordingly, (i) the Manager (or an individual designated by the Manager) will Pattern Member shall be designated the initial “partnership representativePartnership Representative” within the meaning of Code Section 6223(a6223 and shall designate the “designated individual” through whom it shall act in its capacity as Partnership Representative, (ii) the Partnership Representative will (or will cause the Company to) give notice to the other Members of any audit, administrative or judicial proceedings, meetings or conferences with the IRS or other similar matters that come to its attention, and (iii) in the event that the Company is issued a final partnership adjustment, the Partnership Representative will undertake the “pull-in” procedure contemplated by Code Section 6225(c)(2)(B) with respect to such adjustment, or if the “pull-in” procedure is not available, the Partnership Representative will make the “push-out” election contemplated by Code Section 6226(a) in a timely manner, provided that the “push-out” election is available to the Company and Members holding more than 50% of the Units have not directed otherwise. If the Partnership Representative undertakes the “pull-in” procedure or makes the “push-out” election, the Partnership Representative shall follow the procedures required in connection with such procedure or election to make inapplicable to the Company the requirement in Code Section 6225 that the Company pay any “imputed underpayment” as that term is used in such Section. (b) The Partnership Representative is authorized to take such actions and to execute and file all statements and forms and Tax returns on behalf of the Company which may be permitted or required by the applicable provisions of the Code or Treasury Regulations issued thereunder, provided that the Partnership Representative may file suit only with approval of Investor and, to the extent Pattern Member (or, if Pattern Member has Disposed of any of its Units, any of its successors or assigns) is not the Partnership Representative, Pattern Member (and, if Pattern Member has Disposed of any of its Units, each such successor or assign). The Partnership Representative shall act in a similar capacity under any applicable non-U.S., state or local tax law. The Partnership Representative will not cause the Company to be treated as other than a “partnership” for federal income tax purposes. All reasonable out-of-pocket expenses incurred by the Partnership Representative while acting in such capacity shall be paid or reimbursed by the Company. The Partnership Representative shall, in its discretion, make any and all elections applicable to the Company under the Code or state or local tax law. Notwithstanding the foregoing, the Partnership Representative shall (i) make an election under Code Section 754 to adjust the basis of the Company’s property upon receipt of a written request from a Member and (ii) shall, to the extent permitted under applicable Law, adopt as the Company’s fiscal year the calendar year or, if different, PEGI’s fiscal year. Mtl#: 2837088.5 1557237.09-WASSR01A - MSW (c) The Partnership Representative shall have the exclusive right and sole authority to act on behalf of the Company under Subchapter C of Section 63 of the Code (“Partnership Representative”)relating to IRS partnership audit proceedings) and in any tax proceedings brought by other taxing authorities, and the Manager shall be authorized to take any actions necessary under Treasury Regulations, or other guidance, to cause such person to be designated as such; (ii) if an entity is designated as Partnership Representative, the Manager shall simultaneously designate an individual who will act for the entity Partnership Representative; (iii) the Partnership Representative may be removed Company and replaced at any time, by the Manager; (iv) the Company and/or Series and each Member agree that they all Members shall be bound by the actions taken by the Partnership Representative, as described Representative in Section 6223(b) of the Code; (v) the Members hereby consent to the election set forth in Section 6226(a) of the Code, and agree to take any action and furnish the Partnership Representative with any information necessary to give effect to such election, if the Manager decides to make such election; (vi) any imputed underpayment of tax imposed on the Company and/or Series pursuant to Section 6232 of the Code (and any related interest, penalties, or other additions to tax) that the Manager reasonably determines is attributable to one or more Members (including any former Member) in the Manager’s sole discretion; and (vii) the Partnership Representative will be considered indemnified, and the provisions of Section 5.6 shall apply to the Partnership Representativecapacity. The Partnership Representative shall be authorized keep the Members informed on a timely basis of all material developments with respect to take any such proceeding and shall inform the Members of any material decision or actions it takes in its capacity as Partnership Representative. (d) In the event of any “imputed underpayment” within the meaning of Section 6225 of the foregoing actions Code paid by the Company as a result of an adjustment with respect to any Company item, including any interest or penalties with respect to any such adjustment (collectively, an “Imputed Underpayment Amount”), the Partnership Representative shall use commercially reasonable efforts to allocate the burden of (or any similar decrease in Distributable Cash resulting from) any taxes, penalties or interest imposed on the Company pursuant to Code Sections 6225 and 6232 among the Members and former Members in a reasonable manner based on the status, actions) , inactions or other attributes of each Member and taking into account whether such Member has filed an amended return for its taxable year that includes the end of the reviewed year of the Company and paid any tax due shown thereon in order to modify or reduce the amount of the Imputed Underpayment Amount under Section 6225(c)(2). Any amounts allocated to a Member pursuant to the extent necessary, preceding sentence will be treated as withholding tax that arises as a result of the status or other matters that are particular to allow a Member. If the Company and/or Series becomes liable for any taxes, interest or penalties under Section 6225 of the Code (following a final determination of such liability by the relevant governmental authority), each Member that was a Member of the Company for the taxable year to comply which such liability relates shall indemnify and hold harmless the Company for such Person’s allocable share of the amount of such tax liability, including any interest and penalties associated therewith, as reasonably determined by the Partnership Representative. Each Member acknowledges and agrees that (i) it may be required to provide the Partnership Representative with documents, information, assistance or cooperation in connection with the partnership audit provisions requirements imposed on the Company pursuant to Sections 6221 through 6241 of the Bipartisan Budget Act Code, together with any guidance issued thereunder, and (ii) if it fails to provide such documentation, information, assistance or cooperation (including as a result of 2015a Member not being eligible to provide any requested documentation), any taxes, penalties or interest imposed on the Company as a result of such failure will be treated for all purposes of this Agreement (including Section 5.05) as amounts that are determined by reference to the status of a Member (or its beneficial owners). (be) Regarding the potential obligation of a former Member under this paragraph, the following shall apply: (i) each Each Member agrees that, notwithstanding in the case of any other provision in this Agreement, if it is no longer a direct Disposition by such Member, it such Member shall nevertheless be obligated remain liable for any responsibilities indemnification obligations set forth under Section 6.5, as if it were a 7.01(d) which could be owed by such Member prior to withdrawal from in respect of the Company and/or Series and/or transfer time periods preceding the effective date of its interest; and (ii) as applicable, the Manager will not be required to consent to the transfer of interest of any MemberDisposition, unless the transferee receiving of its Membership Interest expressly assumes its indemnification liability under Section 7.01(d) with respect to such interest agrees that in the event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within 20 business days following written demand by the Manager, such transferee shall be jointly and severally liable with such transferor for such obligation, and the Manager may thereafter treat the transferee as the relevant Member for purposes of this Subsectionperiods. The Partnership Representative will provide prompt written notification to each Member in the event of any audit of the Company and/or Series by the United States Internal Revenue Service, and provide all information reasonably requested by any Member regarding such audit and associated proceedings. The provisions of this Section 6.5 will not apply to any taxable year of the Company and/or Series for which the Company and/or Series has made a valid election out of Subchapter C of Chapter 63 of the Code, pursuant to Section 6221 of the Code. LIMITED LIABILITY COMPANY OPERATING AGREEMENT FORTE INVESTMENT FUND, LLCMtl#: 2837088.5 1557237.09-WASSR01A - MSW

Partnership Representative. (a) The Members hereby agree that: For taxable years beginning before January 1, 2018, Section 6.2 of this Agreement as in effect prior to February 3, 2023 shall apply. (ib) For taxable years beginning on or after January 1, 2018, the Manager (or an individual designated by the Manager) will shall be designated and shall act as the initial “partnership representative” pursuant to Section 6223 of the Code and any comparable state or local law with all of the rights, duties and powers provided for in Sections 6221 through 6241 of the Code and any comparable state or local law (the “Partnership Representative”). The Partnership Representative shall appoint on behalf of the Company a “designated individual” within the meaning of Regulations Section 6223(a) of the Code (“Partnership Representative”301.6223-1(b)(3), and the Manager a designated individual so appointed shall be authorized treated as, and shall have the authority to take any actions necessary under Treasury Regulationsaction that may be taken by and shall be subject to the requirements and obligations of, or other guidance, to cause such person to be designated as such; (ii) if an entity is designated as Partnership Representative, the Manager shall simultaneously designate an individual who will act for the entity Partnership Representative; (iii) the Partnership Representative may be removed for purposes of this Section 6.2. Subject to the terms of this Agreement, and replaced at any time, as authorized by the Manager; (iv) Board, the Partnership Representative shall represent and bind the Company and/or Series and each Member agree that they shall be bound in any audit or administrative proceeding conducted by any taxing authority, including, without limitation, subject to authorization by the actions taken by Board, the Partnership Representative, as described in power and authority (i) to make an election under Section 6223(b6223 (if available) of the Code; (v) the Members hereby consent to the election set forth in or Section 6226(a) 6226 of the Code, and agree any Regulations promulgated in accordance therewith, (ii) to take any action take, and furnish to cause the Partnership Representative with any information Company to take, all actions necessary or convenient to give effect to such election, if the Manager decides an election and (iii) to make use of, or cause the Company to make use of, any other options that are or may become available under applicable Code sections, Regulations or guidance. The provision relating to indemnification of the Indemnitees (as hereinafter defined) set forth in Section 9.1 hereof shall be fully applicable to the Partnership Representative in its capacity as such, and the Partnership Representative, in its capacity as such, shall be an Indemnitee for all purposes of this Agreement. Each Member agrees to be bound by the decisions and elections of the Partnership Representative and shall provide such election; (vi) information and cooperation as shall be reasonably requested by the Partnership Representative in connection with such actions, including to reduce the amount of the Company’s liability for any imputed underpayment of tax imposed on in accordance with the Company and/or Series pursuant to procedures under Section 6232 6225(c) of the Code and comparable state or local laws. To the extent that any taxes, penalties, and interest are payable by the Company in respect of an audit, the Partnership Representative shall allocate such amounts (and any related interest, penalties, expenses incurred by the Company in adjudicating or other additions to tax) that the Manager reasonably determines is attributable to one or more Members (including any former Member) in the Manager’s sole discretion; and (vii) the Partnership Representative will be considered indemnified, and the provisions of Section 5.6 shall apply to the Partnership Representative. The Partnership Representative shall be authorized to take any of the foregoing actions (or any similar actionsotherwise resolving such liability) to the extent necessaryMembers to which such amounts are attributable, as authorized by the Board, and such amount shall be treated as provided under Section 5.3(b) hereof. A Member’s allocable share of any such amounts shall include amounts allocable to allow any prior owner(s) of such Member’s Membership Interest. For the Company and/or Series to comply with the partnership audit provisions avoidance of the Bipartisan Budget Act of 2015. (b) Regarding the potential obligation of a former Member under this paragraph, the following shall apply: (i) each Member agrees thatdoubt, notwithstanding any other provision anything to the contrary in this Agreement, if it is no longer a the liabilities and obligations of each Member under this Section 6.2 shall survive (i) any actual or deemed transfer of an interest in the Company by such Member, it shall nevertheless be obligated for any responsibilities under Section 6.5, as if it were a Member prior to withdrawal from the Company and/or Series and/or transfer of its interest; and (ii) as applicablesuch Member ceasing to be a Member under this Agreement and (iii) the termination, dissolution, liquidation, cancellation, and winding up of the Manager will not be required to consent to the transfer of interest of any Member, unless the transferee receiving such interest agrees that in the event the transferor of such interest does not fulfill its obligation under the preceding clause Company. (ic) within 20 business days following written demand All third party costs and expenses incurred by the Manager, Partnership Representative in performing its duties as such transferee (including legal and accounting fees and expenses) shall be jointly and severally liable with such transferor borne by the Company. Nothing herein shall be construed to restrict the Company from engaging an accounting and/or law firm to assist the Partnership Representative in discharging its duties hereunder, so long as the compensation paid by the Company for such obligation, and the Manager may thereafter treat the transferee as the relevant Member for purposes of this Subsection. The Partnership Representative will provide prompt written notification to each Member in the event of any audit of the Company and/or Series by the United States Internal Revenue Service, and provide all information reasonably requested by any Member regarding such audit and associated proceedings. The provisions of this Section 6.5 will not apply to any taxable year of the Company and/or Series for which the Company and/or Series has made a valid election out of Subchapter C of Chapter 63 of the Code, pursuant to Section 6221 of the Code. LIMITED LIABILITY COMPANY OPERATING AGREEMENT FORTE INVESTMENT FUND, LLCservices is reasonable.

Partnership Representative. (a) The Members hereby agree that: (i) the Manager (or an individual designated by the Manager) will 8.2.1. F▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be designated the initial “partnership representative” within the meaning of Section 6223(a) of the Code (the “Partnership Representative”), ) and the Manager shall be authorized to take any actions necessary under Treasury Regulations, Regulations or other guidance, guidance to cause such person designation (including the designation of any individual to be designated as such; (ii) if an entity is designated as Partnership Representative, the Manager shall simultaneously designate an individual who will act for the on behalf of any entity Partnership Representative; (iii) Representative as may be required under the Partnership Representative may be removed and replaced at any time, by the Manager; (iv) the Tax Audit Rules). The Company and/or Series and each Member agree agrees that they shall be bound by the actions taken by the Partnership Representative, as described in Section 6223(b) of the Code; (v) the Members hereby consent to the election set forth in Section 6226(a) of the Code, Code and agree to take any action action, and furnish the Partnership Representative with any information necessary necessary, to give effect to such election, election if the Manager Partnership Representative decides to make such election; (vi) and any imputed underpayment of tax imposed on the Company and/or Series pursuant to Section 6232 of the Code (and any related interest, penalties, penalties or other additions to tax) that the Manager Partnership Representative reasonably determines is attributable to one or more Members shall be promptly paid by such Members to the Company (including pro rata in proportion to their respective shares of such underpayment) within fifteen (15) days following the Partnership Representative’s request for payment (and any former Member) failure to pay such amount shall result in a subsequent reduction in distributions otherwise payable to such Member plus interest on such amount calculated at the prime rate published in the Manager’s sole Wall Street Journal at the determinative time plus two percent (2%)). The Partnership Representative shall keep each Member reasonably and promptly informed of any audits or administrative or judicial proceedings affecting or relating to the tax items of the Company, consult with the Members regarding the conduct of such audits or proceedings, and be required to obtain the prior written consent of the Required Member prior to entering into any agreement or settlement or making an election in relation to such audits or proceedings. For the avoidance of doubt, (i) the costs of any action taken by or on behalf of the Partnership Representative, the Company or their respective Affiliates pursuant to this paragraph shall be borne by the Member benefitting from any such action (together with the other Members similarly benefitting from such action as determined by the Partnership Representative in its reasonable discretion; and ), (viiii) the Partnership Representative will be considered indemnifiedentitled to rely conclusively on the advice of the Company’s independent accountant or other tax advisor in making any determination in respect of the Partnership Tax Audit Rules, and (iii) the provisions of Section 5.6 shall apply to the Partnership Representative. The Partnership Representative shall be authorized to take any of the foregoing actions (or any similar actions) to the extent necessary, to allow the Company and/or Series to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015. (b) Regarding the potential obligation of a former Member under this paragraph, the following shall apply: (i) each Member agrees that, notwithstanding any other provision in this Agreement, if it is no longer a Member, it shall nevertheless be obligated for any responsibilities under Section 6.5, as if it were a Member prior to withdrawal from the Company and/or Series and/or transfer of its interest; and (ii) as applicable, the Manager will not be required to consent indemnify any Member or the Company with respect to any taxes incurred under the Partnership Tax Audit Rules. 8.2.2. Each Member shall provide to the transfer of interest Company upon request such information, forms or representations which the Partnership Representative may reasonably request with respect to the Company’s compliance with applicable tax laws, including, any information, forms or representations requested by the Partnership Representative to assist in obtaining any exemption, reduction or refund of any Member, unless withholding or other taxes imposed by any taxing authority or other governmental agency upon the transferee receiving such interest agrees that in Company or amounts paid to the event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within 20 business days following written demand by the Manager, such transferee shall be jointly and severally liable with such transferor for such obligation, and the Manager may thereafter treat the transferee as the relevant Member for purposes Company. 8.2.3. Notwithstanding any provision of this Subsection. The Partnership Representative will provide prompt written notification Agreement to each Member in the event of any audit of contrary, the Company and/or Series by the United States Internal Revenue Service, and provide all information reasonably requested by any Member regarding such audit and associated proceedings. The provisions of this Section 6.5 will not apply to any taxable year 8.2 shall survive the termination or liquidation of the Company and/or Series for which or the termination of any Member’s interest in the Company and/or Series has made a valid election out and shall remain binding on the Members following each such Member’s termination of Subchapter C of Chapter 63 of its interest in the Code, pursuant to Section 6221 of the Code. LIMITED LIABILITY COMPANY OPERATING AGREEMENT FORTE INVESTMENT FUND, LLCCompany.

Partnership Representative. (a) The Members hereby agree that: (i) Managing Member shall serve as the Manager (or an individual designated by the Manager) will be designated the initial “partnership representative” of the Company within the meaning of Section 6223(a) of the Code (the “Partnership Representative”). The Partnership Representative shall inform each other Member of all material matters that may come to its attention in its capacity as the Partnership Representative by giving notice thereof on or before the fifth (5th) Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all material written communications it may receive in that capacity. The Managing Member is hereby directed and the Manager shall be authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any actions necessary forms or documents with the IRS, designating an individual to serve as the sole individual through whom the Partnership Representative will act, and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member will remain as the Partnership Representative so long as it serves as Managing Member, or other guidance, to cause such person to be designated as such; (ii) if an entity is designated unless it requests that it not serve as Partnership Representative; provided, however, that, notwithstanding the foregoing, the Manager Managing Member shall simultaneously designate not be permitted to resign unless and until the Members have found a replacement Partnership Representative approved unanimously in writing by the Members. (b) The Partnership Representative may, in its reasonable discretion, make the election provided by Section 6221(b) of the Code to have Subchapter C of Chapter 63 of the Code not apply (the “Election Out”). 953941.04-WILSR01A - MSW (c) If the Internal Revenue Service proposes an individual who will act for adjustment in the entity Partnership Representative; amount of any item of income, gain, loss, deduction, or credit of the Company, or any Member’s (iiior former Member’s) distributive share thereof, and such adjustment results in an “imputed underpayment” as described in Section 6225(b) of the Code (a “Covered Audit Adjustment”), the Partnership Representative may (but shall not be removed required to) elect, to the extent that such election is available (taking into account whether the Partnership Representative has received any needed information on a timely basis from the Members and replaced at former Members, if applicable), and the Election Out was not previously made, to apply the alternative method provided by Section 6226 of the Code (the “Alternative Method”). To the extent that the Partnership Representative does not elect the Alternative Method with respect to a Covered Audit Adjustment, the Partnership Representative shall use commercially reasonable efforts to (a) request information necessary to, and to make any timemodifications available under Sections 6225(c) of the Code to the extent that such modifications are available (taking into account whether the Partnership Representative has received any needed information on a timely basis from the Members and former Members) as would, reduce any Company Level Taxes payable by the Manager; Company with respect to the Covered Audit Adjustment, and (ivb) the Company and/or Series and each if requested by a Member, provide to such Member agree that they shall be bound by the actions taken by the Partnership Representativeinformation allowing such Member to file an amended U.S. federal income tax return, as described in Section 6223(b) of the Code; (v) the Members hereby consent to the election set forth in Section 6226(a6225(c)(2) of the Code, and agree to take any action and furnish the Partnership Representative with any information necessary to give effect to such election, if the Manager decides to make such election; (vi) any imputed underpayment of tax imposed on the Company and/or Series pursuant to Section 6232 of the Code (and any related interest, penalties, or other additions to tax) that the Manager reasonably determines is attributable to one or more Members (including any former Member) in the Manager’s sole discretion; and (vii) the Partnership Representative will be considered indemnified, and the provisions of Section 5.6 shall apply to the Partnership Representative. The Partnership Representative shall be authorized to take any of the foregoing actions (or any similar actions) to the extent necessary, to allow that such amended return and payment of any related U.S. federal income taxes would reduce any Company Level Taxes payable by the Company and/or Series to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015. (b) Regarding the potential obligation of a former Member under this paragraph, the following shall apply: (i) each Member agrees that, notwithstanding any other provision in this Agreement, if it is no longer a Member, it shall nevertheless be obligated for any responsibilities under Section 6.5, as if it were a Member prior to withdrawal from the Company and/or Series and/or transfer of its interest; and (ii) as applicable, the Manager will not be required to consent respect to the transfer of interest of Covered Audit Adjustment (after taking into account any Member, unless the transferee receiving such interest agrees that modifications described in the event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within 20 business days following written demand by the Manager, such transferee a)). Similar procedures shall be jointly and severally liable followed in connection with such transferor for such obligation, and the Manager may thereafter treat the transferee as the relevant Member for purposes of this Subsection. The Partnership Representative will provide prompt written notification any state or local income tax audit that incorporates rules similar to each Member in the event of any audit of the Company and/or Series by the United States Internal Revenue Service, and provide all information reasonably requested by any Member regarding such audit and associated proceedings. The provisions of this Section 6.5 will not apply to any taxable year of the Company and/or Series for which the Company and/or Series has made a valid election out of Subchapter C of Chapter 63 of the Code. (d) Notwithstanding any provision of this Agreement to the contrary, any taxes, penalties, and interest payable under the Subchapter C of Chapter 63 of the Code by the Company (“Company Level Taxes”) shall be treated as attributable to the Members (and former Members if applicable) of the Company, and the Partnership Representative shall cause the Company to allocate the burden of any such Company Level Taxes to those Members (and former Members if applicable) to whom such amounts are reasonably attributable (whether as a result of their status, actions, inactions, or otherwise), taking into account the effect of any modifications described in Section 8.03(d) that reduce the amount of Company Level Taxes. All Company Level Taxes allocated to a Member (or a former Member if applicable), at the option of the Managing Member, shall (i) be promptly paid to the Company by such Member (or former Member if applicable) (“Option A”) or (ii) be paid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Member pursuant to Section 6221 5.01 or Section 5.02 and, if such distributions are not sufficient for that purpose, by reducing the proceeds of liquidation otherwise payable to such Member pursuant to Section 5.03 (“Option B”). If the Managing Member selects Option A, the Company’s payment of the Company Level Taxes allocated to the applicable Member (or former Member if applicable) shall be treated as a distribution to such Member (or former Member) and the payment by such Member (or former Member) to the Company shall be treated as a capital contribution for U.S. federal income tax purposes; provided that such payments shall not affect the Capital Accounts of, any other contributions to be made by, or the distributions and allocations to be made to the applicable Members (or former Member) under this Agreement. If the Managing Member selects Option B, the applicable Member shall for all purposes of this Agreement be treated as having received a distribution of the amount of its allocable share of the Company 953941.04-WILSR01A - MSW Level Taxes at the time such Company Level Taxes are paid by the Company. To the fullest extent permitted by applicable Law, each Member (whether or not such Member becomes a Member after the Effective Date) hereby agrees to indemnify and hold harmless the Company and the other Members (or former Members if applicable) from and against any liability for Company Level Taxes allocated to such Member in accordance with this Section 8.03(e) (including, with respect to any former Member, any Company Level Taxes allocated to such former Member that are attributable to taxable periods (or portions thereof) during which such former Member was treated as holding an interest in the Company). (e) If any Member intends to file a notice of inconsistent treatment under Section 6222(c) of the Code. LIMITED LIABILITY COMPANY OPERATING AGREEMENT FORTE INVESTMENT FUND, LLCsuch Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members.

Partnership Representative. (a) The Members Pubco is hereby agree that: (i) appointed the Manager (“tax matters partner” or an individual designated by the Manager) will be designated the initial “partnership representative,” within as the meaning of Section 6223(a) of case may be (in each case, the Code (“Partnership Representative”), and the Manager shall be authorized to take any actions necessary under Treasury Regulations, or other guidance, to cause such person to be designated as such; (ii) if an entity is designated as Partnership Representative, the Manager shall simultaneously designate an individual who will act for the entity Partnership Representative; (iii) the Partnership Representative may be removed and replaced at any time, by the Manager; (iv) of the Company and/or Series and each Member agree that they shall be bound by the actions taken by the Partnership Representative, as described in under Section 6223(b) 6231 of the Code; (v) the Members hereby consent Code prior to the election set forth in enactment of U.S. Public Law 114-74 or Section 6226(a) 6223 of the Code, and agree to take any action and furnish the Partnership Representative with any information necessary to give effect to such electionas applicable, if the Manager decides to make such election; (vi) any imputed underpayment of tax imposed on the Company and/or Series pursuant to Section 6232 for each taxable year of the Code (and any related interest, penalties, or other additions to tax) that the Manager reasonably determines is attributable to one or more Members (including any former Member) in the Manager’s sole discretion; and (vii) the Partnership Representative will be considered indemnified, and the provisions of Section 5.6 shall apply to the Partnership RepresentativeCompany. The Partnership Representative shall be authorized to take any of the foregoing actions (or any similar actions) to the extent necessary, to allow the Company and/or Series to comply with the partnership audit provisions rules set forth in Code Sections 6221 through 6241 and the Treasury Regulations promulgated or proposed thereunder (the “Revised Partnership Audit Procedures”). If the Partnership Representative is no longer capable of serving in such capacity or resigns, the Managing Member is authorized to appoint a successor, provided that such successor agree to all of the Bipartisan Budget Act terms of 2015this Section 6.01 All such appointments, resignations, and appointments of successors will comply with the Revised Partnership Audit Procedures. (a) So long as Pubco or another non-individual is the Partnership Representative, the Partnership Representative shall appoint a designated individual, within the meaning of and satisfying the qualification requirements of Treasury Regulations Section 301.6223-1(b)(3)(ii) (the “Designated Individual”), who shall be the agent of and have the same authorities, rights, and responsibilities as the Partnership Representative, including as provided in this Section 6.01. All references to the Partnership Representative set forth in this Section 6.01 will also apply to the Designated Individual and will include any actions by the Designated Individual on behalf of the Partnership Representative and the Company in that person’s capacity as Designated Individual. (b) Regarding The Partnership Representative is authorized to represent the potential obligation Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by taxing authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith; provided that the Partnership Representative shall notify the Members of all material matters that come to its attention in its capacity as Partnership Representative. (c) The Company shall not be obligated to pay any fees or other compensation to the Partnership Representative in its capacity as such, but the Company shall reimburse the Partnership Representative for all reasonable out-of-pocket costs and expenses (including attorneys’ and other professional fees) incurred by it in its capacity as Partnership Representative. The Company shall defend, indemnify, and hold harmless the Partnership Representative against any and all liabilities sustained or incurred as a former Member result of any act or decision concerning Company tax matters and within the scope of such Member’s responsibilities as Partnership Representative, so long as such act or decision was done or made in good faith and does not constitute gross negligence or willful misconduct. (d) If the Company receives a notice of proposed partnership adjustment (“NOPPA”) under this paragraphCode Section 6231(a)(2), then the following Partnership Representative shall apply: notify the Members of such NOPPA and of the Members’ opportunity to provide information relevant to a request by the Partnership Representative to the IRS to modify the proposed imputed underpayment pursuant to Code Section 6225(c). If the Partnership Representative receives a written response from one or more Members, then the Partnership Representative may make a timely request to the IRS for a modification of the proposed imputed underpayment pursuant to Code Section 6225(c) and Treasury Regulations Section 301.6225-2 (ior any successor regulations or other provisions) each Member agrees that, notwithstanding any other provision if such modification would reduce the amount of the proposed adjustment set forth in this Agreementthe NOPPA. The Members (and, if it is no longer a Memberapplicable, it their pass-through beneficial owners) shall nevertheless be obligated take such reasonable actions requested by the Partnership Representative with respect to the request for any responsibilities under Section 6.5, as if it were a Member prior to withdrawal from modification. (e) The Members acknowledge that the Company and/or Series and/or transfer intends to make the election described in Section 6226 of its interest; and (ii) as applicable, the Manager will not be required to consent to the transfer of interest of any MemberCode, unless the transferee receiving Partnership Representative determines not to make such election in its sole reasonable discretion. In the event an imputed underpayment or other partnership adjustment is included in a final partnership adjustment under Code Section 6231(a)(3) and the Company does not make an election under Code Section 6226, then the Partnership Representative shall use reasonable good faith efforts to apportion such underpayment or other adjustment among the Members for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the Partnership Representative in good faith after consulting with the Company’s accountants or other tax advisors) so that, to the maximum extent possible, the tax and economic consequences of the adjustment and any associated interest agrees that and penalties are borne by the Members and former Members based upon their respective interests in the event Company for the transferor reviewed year, taking into account any differences in the amount of such interest does not fulfill its obligation under the preceding clause (i) within 20 business days following written demand by the Manager, such transferee shall be jointly and severally liable with such transferor for such obligation, and the Manager may thereafter treat the transferee as the relevant Member for purposes of this Subsection. The Partnership Representative will provide prompt written notification taxes attributable to each Member in because of such Member’s status, nationality or other characteristics. (f) In the event case of any a state, local, or non-U.S. audit or other tax proceeding under rules similar to the Revised Partnership Audit Procedures, references to sections of the Company and/or Series by Code and the United States Internal Revenue ServiceTreasury Regulations and this Section 6.01 will be deemed to include corresponding and analogous provisions of applicable state, and provide all information reasonably requested by any Member regarding such audit and associated proceedings. local or non-U.S. law, as applicable. (g) The provisions of this Section 6.5 6.01, including the obligations of a Member under this Section 6.01, will not apply to any taxable year survive a Member’s sale or other disposition of its interests in the Company and the termination, dissolution, liquidation, or winding up of the Company and/or Series for which the Company and/or Series has made a valid election out of Subchapter C of Chapter 63 of the Code, pursuant to Section 6221 of the Code. LIMITED LIABILITY COMPANY OPERATING AGREEMENT FORTE INVESTMENT FUND, LLCCompany.

Partnership Representative. 114 953834.04-WILSR01A - MSW (a) The Members hereby agree that: (i) Managing Member shall serve as the Manager (or an individual designated by the Manager) will be designated the initial “partnership representative” of the Company within the meaning of Section 6223(a) of the Code (the “Partnership Representative”). The Partnership Representative shall inform each other Member of all material matters that may come to its attention in its capacity as the Partnership Representative by giving notice thereof on or before the fifth (5th) Business Day after becoming aware thereof and, within that time, shall forward to each other Member copies of all material written communications it may receive in that capacity. The Managing Member is hereby directed and the Manager shall be authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any actions necessary forms or documents with the Internal Revenue Service, designating an individual to serve as the sole individual through whom the Partnership Representative will act, and taking such other action as may from time to time be required under the Treasury Regulations. The Managing Member will remain as the Partnership Representative so long as it retains any ownership interests in the Company unless it requests that it not serve as Partnership Representative; provided, or other guidancehowever, that, notwithstanding the foregoing, the Managing Member shall not be permitted to cause such person resign unless and until the Members have found a replacement Partnership Representative approved unanimously in writing by the Members. (b) Notwithstanding anything in this Agreement to the contrary, and with the exception that the approval of Investor described in this paragraph is not required for any Guaranteed Tax Credit Dispute, the Partnership Representative must: (i) obtain the prior written approval of Investor (not to be designated unreasonably withheld, conditioned or delayed) with respect to (y) commencing any judicial or administrative action or appealing any adverse determination of a Governmental Authority, in each case relating to Taxes and (z) surrendering, settling or compromising any audit or proceeding relating to Taxes, in each case of clause (y) or (z), only to the extent such action, adverse determination, audit or proceeding, as suchapplicable, relates to a taxable period during which Investor held Class B Units; and (ii) if an entity is designated as inform and consult with Investor, on a timely basis, regarding the status of investigations, audits, proceedings and negotiations with any Governmental Authority, in each case, to the extent relating to Taxes and a taxable period during which the Investor held Class B Units. Any reasonable, documented out-of-pocket cost or expense incurred by the Partnership RepresentativeRepresentative in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company. For the avoidance of doubt, the Manager approval of Investor shall simultaneously designate not be required pursuant to this Section 8.03 in connection with any Guaranteed Tax Credit Dispute; provided that the Partnership Representative shall keep Investor reasonably informed in connection with the developments in any Guaranteed Tax Credit Dispute and consider any reasonable comments received in connection therewith. (c) The Partnership Representative may, in its reasonable discretion, make the election provided by Section 6221(b) of the Code to have Subchapter C of Chapter 63 of the Code not apply (the “Election Out”). (d) If the Internal Revenue Service proposes an individual who will act for adjustment in the entity Partnership Representative; amount of any item of income, gain, loss, deduction, or credit of the Company, or any Member’s (iiior former Member’s) distributive share thereof, and such adjustment results in an “imputed underpayment” as described in Section 6225(b) of the Code (a “Covered Audit Adjustment”), subject to Section 6.03(n), the Partnership Representative may (but shall not be removed required to) elect, to the extent that such election is available (taking into account whether the Partnership Representative 115 953834.04-WILSR01A - MSW has received any needed information on a timely basis from the Members and replaced at former Members, if applicable), and the Election Out was not previously made, to apply the alternative method provided by Section 6226 of the Code (the “Alternative Method”). To the extent that the Partnership Representative does not elect the Alternative Method with respect to a Covered Audit Adjustment, the Partnership Representative shall use commercially reasonable efforts to (a) request information necessary to, and to make any timemodifications available under Sections 6225(c) of the Code to the extent that such modifications are available (taking into account whether the Partnership Representative has received any needed information on a timely basis from the Members and former Members) as would, reduce any Company Level Taxes payable by the Manager; Company with respect to the Covered Audit Adjustment, and (ivb) the Company and/or Series and each if requested by a Member, provide to such Member agree that they shall be bound by the actions taken by the Partnership Representativeinformation allowing such Member to file an amended U.S. federal income Tax return, as described in Section 6223(b) of the Code; (v) the Members hereby consent to the election set forth in Section 6226(a6225(c)(2) of the Code, and agree to take any action and furnish the Partnership Representative with any information necessary to give effect to such election, if the Manager decides to make such election; (vi) any imputed underpayment of tax imposed on the Company and/or Series pursuant to Section 6232 of the Code (and any related interest, penalties, or other additions to tax) that the Manager reasonably determines is attributable to one or more Members (including any former Member) in the Manager’s sole discretion; and (vii) the Partnership Representative will be considered indemnified, and the provisions of Section 5.6 shall apply to the Partnership Representative. The Partnership Representative shall be authorized to take any of the foregoing actions (or any similar actions) to the extent necessary, to allow that such amended return and payment of any related U.S. federal income Taxes would reduce any Company Level Taxes payable by the Company and/or Series to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015. (b) Regarding the potential obligation of a former Member under this paragraph, the following shall apply: (i) each Member agrees that, notwithstanding any other provision in this Agreement, if it is no longer a Member, it shall nevertheless be obligated for any responsibilities under Section 6.5, as if it were a Member prior to withdrawal from the Company and/or Series and/or transfer of its interest; and (ii) as applicable, the Manager will not be required to consent respect to the transfer of interest of Covered Audit Adjustment (after taking into account any Member, unless the transferee receiving such interest agrees that modifications described in the event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within 20 business days following written demand by the Manager, such transferee a)). Similar procedures shall be jointly and severally liable followed in connection with such transferor for such obligation, and the Manager may thereafter treat the transferee as the relevant Member for purposes of this Subsection. The Partnership Representative will provide prompt written notification any state or local income Tax audit that incorporates rules similar to each Member in the event of any audit of the Company and/or Series by the United States Internal Revenue Service, and provide all information reasonably requested by any Member regarding such audit and associated proceedings. The provisions of this Section 6.5 will not apply to any taxable year of the Company and/or Series for which the Company and/or Series has made a valid election out of Subchapter C of Chapter 63 of the Code. (e) Notwithstanding any provision of this Agreement to the contrary, any Taxes, penalties, and interest payable under the Subchapter C of Chapter 63 of the Code by the Company (“Company Level Taxes”) shall be treated as attributable to the Members (and former Members if applicable) of the Company, and the Partnership Representative shall cause the Company to allocate the burden of any such Company Level Taxes to those Members (and former Members if applicable) to whom such amounts are reasonably attributable (whether as a result of their status, actions, inactions, or otherwise), taking into account the effect of any modifications described in Section 8.03(d) that reduce the amount of Company Level Taxes. All Company Level Taxes allocated to a Member (or a former Member if applicable), at the option of the Managing Member (subject to Section 6.03(n)), shall (i) be promptly paid to the Company by such Member (or former Member if applicable) (“Option A”) or (ii) be paid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Member pursuant to Section 6221 5.01 or Section 5.02 and, if such distributions are not sufficient for that purpose, by reducing the proceeds of liquidation otherwise payable to such Member pursuant to Section 12.02 (“Option B”). If the Managing Member selects Option A, the Company’s payment of the Company Level Taxes allocated to the applicable Member (or former Member if applicable) shall be treated as a distribution to such Member (or former Member) (which reduces such Member’s Capital Account) and the payment by such Member (or former Member) to the Company shall be treated as a Capital Contribution for U.S. federal income Tax purposes (which increases such Member’s Capital Account); provided that such payments shall not affect any other contributions to be made by, or the distributions and allocations to be made to the applicable Members (or former Member) under this Agreement. If the Managing Member selects Option B, the applicable Member shall for all purposes of this Agreement be treated as having received a distribution of the amount of its allocable share of the Company Level Taxes at the time such Company Level Taxes are paid by the Company (which distribution reduces such Member’s Capital Account). To the fullest extent permitted by applicable Law, each Member (whether or not such Member becomes a Member after the Effective Date) hereby agrees to indemnify and hold harmless the Company and the 116 953834.04-WILSR01A - MSW other Members (or former Members if applicable) from and against any liability for Company Level Taxes allocated to such Member in accordance with this Section 8.03(e) (including, with respect to any former Member, any Company Level Taxes allocated to such former Member that are attributable to taxable periods (or portions thereof) during which such former Member was treated as holding an interest in the Company). (f) If any Member intends to file a notice of inconsistent treatment under Section 6222(c) of the Code. LIMITED LIABILITY COMPANY OPERATING AGREEMENT FORTE INVESTMENT FUND, LLCsuch Member shall give reasonable notice under the circumstances to the other Members of such intent and the manner in which the Member’s intended treatment of an item is (or may be) inconsistent with the treatment of that item by the other Members. (g) Except as may be required by applicable Law, the Managing Member and the Company shall not make any election or take any action, including such elections or actions specifically authorized under this Section 8.03, that reasonably would be expected to have a disproportionate adverse effect on Investor or its direct or indirect investors. (h) Notwithstanding Section 6.03(n) or any other provision of this Agreement, if the Internal Revenue Service proposes an adjustment in the amount of any item of income, gain, loss, deduction, or credit of any Subsidiary or Non-Controlled Entity that is or was treated as a partnership for federal income tax purposes relating to any taxable period beginning before the Effective Date, and such adjustment results in an “imputed underpayment” as described in Section 6225(b) of the Code, the Managing Member shall use commercially reasonable efforts to cause such Subsidiary or Non-Controlled Entity to make an election to apply the Alternative Method with respect to such imputed underpayment.

Partnership Representative. (a) The Members hereby agree that: acknowledge that Section 1101 of the Bipartisan Budget Act is applicable to the Company. Accordingly, (i) the Manager (or an individual designated by the Manager) will Pattern Member shall be designated the initial “partnership representativePartnership Representative” within the meaning of Code Section 6223(a) of 6223 and shall designate the Code (“Partnership Representative”), and the Manager designated individual” through whom it shall be authorized to take any actions necessary under Treasury Regulations, or other guidance, to cause such person to be designated as such; (ii) if an entity is designated act in its capacity as Partnership Representative, the Manager shall simultaneously designate an individual who will act for the entity Partnership Representative; (iii) the Partnership Representative may be removed and replaced at any time, by the Manager; (iv) the Company and/or Series and each Member agree that they shall be bound by the actions taken by the Partnership Representative, as described in Section 6223(b) of the Code; (v) the Members hereby consent to the election set forth in Section 6226(a) of the Code, and agree to take any action and furnish the Partnership Representative with any information necessary to give effect to such election, if the Manager decides to make such election; (vi) any imputed underpayment of tax imposed on the Company and/or Series pursuant to Section 6232 of the Code (and any related interest, penalties, or other additions to tax) that the Manager reasonably determines is attributable to one or more Members (including any former Member) in the Manager’s sole discretion; and (viiii) the Partnership Representative will be considered indemnified(or will cause the Company to) give notice to the other Members of any audit, administrative or judicial proceedings, meetings or conferences with the IRS or other similar matters that come to its attention, and (iii) in the event that the Company is issued a final partnership adjustment, the Partnership Representative will undertake the “pull-in” procedure contemplated by Code Section 6225(c)(2)(B) with respect to such adjustment, or if the “pull-in” procedure is not available, the Partnership Representative will make the “push-out” election contemplated by Code Section 6226(a) in a timely manner, provided that the “push-out” election is available to the Company and Members holding more than 50% of the Units have not directed otherwise. If the Partnership Representative undertakes the “pull-in” procedure or makes the “push-out” election, the Partnership Representative shall follow the procedures required in connection with such procedure or election to make inapplicable to the Company the requirement in Code Section 6225 that the Company pay any “imputed underpayment” as that term is used in such Section. (b) The Partnership Representative is authorized to take such actions and to execute and file all statements and forms and Tax returns on behalf of the Company which may be permitted or required by the applicable provisions of Section 5.6 shall apply the Code or Treasury Regulations issued thereunder, provided that the Partnership Representative may file suit only with approval of Investor and, to the extent Pattern Member (or, if Pattern Member has Disposed of any of its Units, any of its successors or assigns) is not the Partnership Representative, Pattern Member (and, if Pattern Member has Disposed of any of its Units, each such successor or assign). The Partnership Representative shall be authorized to take act in a similar capacity under any of the foregoing actions (applicable non-U.S., state or any similar actions) to the extent necessary, to allow the Company and/or Series to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015. (b) Regarding the potential obligation of a former Member under this paragraph, the following shall apply: (i) each Member agrees that, notwithstanding any other provision in this Agreement, if it is no longer a Member, it shall nevertheless be obligated for any responsibilities under Section 6.5, as if it were a Member prior to withdrawal from the Company and/or Series and/or transfer of its interest; and (ii) as applicable, the Manager will not be required to consent to the transfer of interest of any Member, unless the transferee receiving such interest agrees that in the event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within 20 business days following written demand by the Manager, such transferee shall be jointly and severally liable with such transferor for such obligation, and the Manager may thereafter treat the transferee as the relevant Member for purposes of this Subsectionlocal tax law. The Partnership Representative will provide prompt not cause the Company to be treated as other than a “partnership” for federal income tax purposes. All reasonable out-of-pocket expenses incurred by the Partnership Representative while acting in such capacity shall be paid or reimbursed by the Company. The Partnership Representative shall, in its discretion, make any and all elections applicable to the Company under the Code or state or local tax law. Notwithstanding the foregoing, the Partnership Representative shall (i) make an election under Code Section 754 to adjust the basis of the Company’s property upon receipt of a written notification request from a Member and (ii) shall, to each Member in the event of any audit extent permitted under applicable Law, adopt as the Company’s fiscal year the calendar year or, if different, PEGI’s fiscal year. (c) The Partnership Representative shall have the exclusive right and sole authority to act on behalf of the Company and/or Series by the United States Internal Revenue Service, and provide all information reasonably requested by any Member regarding such audit and associated proceedings. The provisions of this Section 6.5 will not apply to any taxable year of the Company and/or Series for which the Company and/or Series has made a valid election out of under Subchapter C of Chapter Section 63 of the Code, pursuant to Section 6221 of the Code. LIMITED LIABILITY COMPANY OPERATING AGREEMENT FORTE INVESTMENT FUND, LLCCode -45-

Partnership Representative. (a) A. The Members hereby agree that: (i) the Initial Manager (or an individual designated by the Manager) will shall be designated as the initial “partnership representative” within (the meaning of Section 6223(a) of the Code (“Partnership Representative”), and the Manager shall be authorized to take any actions necessary under Treasury Regulations, or other guidance, to cause such person to be designated as such; (ii) if an entity is designated as Partnership Representative, the Manager shall simultaneously designate an individual who will act for the entity Partnership Representative; (iii) the Partnership Representative may be removed and replaced at any time, by the Manager; (iv) the Company and/or Series and each Member agree that they shall be bound by the actions taken by the Partnership Representative, as described in Section 6223(b) of the Code; (v) the Members hereby consent to the election set forth in Section 6226(a) of the Code, and agree to take any action and furnish the Partnership Representative with any information necessary to give effect to such election, if the Manager decides to make such election; (vi) any imputed underpayment of tax imposed on the Company and/or Series pursuant to Section 6232 of the Code (and any related interest, penalties, or other additions to tax) that the Manager reasonably determines is attributable to one or more Members (including any former Member) in the Manager’s sole discretion; and (vii) the Partnership Representative will be considered indemnified, and the provisions of Section 5.6 shall apply to the Partnership RepresentativeCompany. The Partnership Representative shall be authorized have sole authority to take any act on behalf of the foregoing actions (or any similar actions) to the extent necessary, to allow the Company and/or Series to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015. (b) Regarding the potential obligation of a former Member under this paragraph, the following shall apply: (i) each Member agrees that, notwithstanding any other provision in this Agreement, if it is no longer a Member, it shall nevertheless be obligated for any responsibilities under Section 6.5, as if it were a Member prior to withdrawal from the Company and/or Series and/or transfer of its interest; and (ii) as applicable, the Manager will not be required to consent to the transfer of interest of any Member, unless the transferee receiving such interest agrees that in the event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within 20 business days following written demand by the Manager, such transferee shall be jointly and severally liable with such transferor for such obligation, and the Manager may thereafter treat the transferee as the relevant Member for purposes of this Subsection. The Partnership Representative will provide prompt written notification to each Member in the event of any audit of the Company and/or Series by the United States Internal Revenue Service, and provide all information reasonably requested by any Member regarding such audit and associated proceedings. The provisions of this Section 6.5 will not apply to any taxable year of the Company and/or Series for which the Company and/or Series has made a valid election out of Subchapter subchapter C of Chapter 63 of the CodeCode and any comparable provisions of state or local income tax laws for so long as it is a Member and willing to serve in that capacity. For purposes of this Section 9.04, unless otherwise specified, all references to provisions of the Code shall be to such provisions as enacted by the Bipartisan Budget Act of 2015 as such provisions may subsequently be modified. Should there be any questions or controversy with the Internal Revenue Service or other taxing authority involving the Company, such person shall act as the agent of the Company to resolve such question or controversy and may, on behalf of the Company, incur any expenses he deems necessary or advisable in the interest of the Members in connection with any such question or controversy, including professional fees and the cost of any protest, litigation and/or appeals; B. If the Company qualifies to elect pursuant to Code Section 6221 6221(b) (or successor provision) to have federal income tax audits and other proceedings undertaken by each Member rather than by the Company, then the Partnership Representative may cause the Company to make such election; C. Notwithstanding other provisions of this Agreement to the contrary, if any “partnership adjustments” (as defined in Code Section 6241(2)) is determined with respect to the Company, the Partnership Representative, in its discretion, may cause the Company to elect pursuant to Code Section 6226 to have such adjustment passed through to the Member for the year to which the adjustment relates (i.e., the “reviewed year” within the meaning of Code Section 6225(d)(1)). In the event that the Partnership Representative has not caused the Company to so elect pursuant to Code Section 6226, then any “imputed underpayment” (as determined in accordance with Code Section 6225) or “partnership adjustment” that does not give rise to an “imputed underpayment” shall be apportioned among the Members of the Code. LIMITED LIABILITY COMPANY OPERATING AGREEMENT FORTE INVESTMENT FUNDCompany for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the tax representative in good faith) so that, LLCto the maximum extent possible, the tax and economic consequences of the partnership adjustment and any associated interest and penalties are borne by the Members based upon their interests in the Company for the reviewed year; and D. The Partnership Representative is authorized to (A) extend the statute of limitations for assessment and (B) enter into a settlement agreement with the Internal Revenue Service on behalf of the Company.

Partnership Representative. (a) The Members hereby agree that: Treasurer is designated to act as the partnership representative of the Company pursuant to Code section 6223 (ithe "Partnership Representative") with the Manager authority to act on behalf of the Company under subchapter C of chapter 63 of subtitle F of the Code. The Partnership Representative will be entitled to reimbursement from the Company for costs incurred in performing the duties under this Section 3.03. The Partnership Representative will allocate any tax liability payable (or an individual designated and actually paid) by the Manager) will be designated the initial “partnership representative” within the meaning Company pursuant to subchapter C of Section 6223(a) chapter 63 of subtitle F of the Code among the Persons who were Members during any "reviewed year" (“Partnership Representative”as defined in Code section 6225(d)(1)) in a manner consistent with the manner in which income, gain, loss, deduction, and credit was allocated among such Persons for such reviewed year pursuant to the Manager shall be authorized to take any actions necessary under Treasury Regulations, or other guidanceterms of this Agreement, to cause the greatest extent possible. To the fullest extent permitted by law, each Person who was a Member during any reviewed year will indemnify and hold harmless the Company and the other Members (including other former, current, and future Members, as applicable) from and against any liability for Company-level taxes allocated to such person Person under this Section 3.03(b). Each Member or former Member will pay all Company-level tax liabilities in a prompt manner to be designated as such; (ii) if an entity is designated as Partnership Representative, the Manager shall simultaneously designate an individual who will act for the entity Partnership Representative; (iii) the Partnership Representative may be removed and replaced at any time, Company on written request by the Manager; (iv) the Company and/or Series Company. The liability and obligations of each Member agree that they shall be bound by the under this Section 3.03(b) will survive any transfer of a (b) The Members must take all actions taken reasonably requested by the Partnership Representative, as described in Section 6223(b) of the Code; (v) the Members hereby consent to the election set forth in Section 6226(a) of the Code, and agree to take any action and furnish the Partnership Representative with any information necessary to give effect to such election, if the Manager decides to make such election; (vi) including paying any imputed underpayment pursuant to an election under Code section 6226, filing any amended tax returns, and paying any tax due in accordance with Code section 6225(c)(2). Each Member must treat any Company item consistently on all tax returns of tax the Member with the Company's treatment of the item. Any deficiency for taxes imposed on the Company and/or Series pursuant to Section 6232 of the Code any Member (and any related interest, including penalties, or other additions to tax, or interest imposed with respect to such taxes and taxes imposed pursuant to Code section 6226) that the Manager reasonably determines is attributable to one or more Members (including any former Member) in the Manager’s sole discretion; and (vii) the Partnership Representative will be considered indemnified, and paid by the provisions of Section 5.6 shall apply to the Partnership Representative. The Partnership Representative shall be authorized to take any of the foregoing actions (or any similar actions) to the extent necessary, to allow the Company and/or Series to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015. (b) Regarding the potential obligation of a former Member under this paragraph, the following shall apply: (i) each Member agrees that, notwithstanding any other provision in this Agreementand, if it is no longer a Memberrequired to be paid by the Company, it shall nevertheless will be obligated for any responsibilities under Section 6.5, as if it were a Member prior to withdrawal recoverable from the Company and/or Series and/or transfer of its interest; and (ii) Member as applicable, the Manager will not be required to consent to the transfer of interest of any Member, unless the transferee receiving such interest agrees that provided in the event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within 20 business days following written demand by the Manager, such transferee shall be jointly and severally liable with such transferor for such obligation, and the Manager may thereafter treat the transferee as the relevant Member for purposes of this Subsection. The Partnership Representative will provide prompt written notification to each Member in the event of any audit of the Company and/or Series by the United States Internal Revenue Service, and provide all information reasonably requested by any Member regarding such audit and associated proceedings. The provisions of this Section 6.5 will not apply to any taxable year of the Company and/or Series for which the Company and/or Series has made a valid election out of Subchapter C of Chapter 63 of the Code, pursuant to Section 6221 of the Code. LIMITED LIABILITY COMPANY OPERATING AGREEMENT FORTE INVESTMENT FUND, LLC3.03(b).