SUBSCRIPTION AGREEMENT

Transcription

1 SUBSCRIPTION AGREEMENT This Subscription Agreement (this Agreement ) is made and entered into by and between Elmhurst TH, LLC, a Pennsylvania limited liability company (the Company ), with its principal office at One Bigelow Square, Suite 630, Pittsburgh, Pennsylvania 15219, and the person or entity who executes a signature page to this Agreement (the Investor ). For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 1. Purchase of Units. The Investor agrees, on the terms of and subject to the conditions specified in this Agreement, to subscribe for and purchase from the Company the number of Class B Units of the Company set forth on the signature page hereto (collectively, the Units ). Simultaneously with the execution and delivery of two copies of this Agreement, the Investor is delivering to the Company an aggregate purchase price of $1.00 for each Unit which the Investor has agreed to purchase hereunder (the Subscription Price ) and an executed copy of a Joinder to Operating Agreement (the Joinder ) (this Agreement and the Joinder are collectively referred to as the Documents, and, together with the Subscription Price, the Subscription Materials ). 2. Acceptance of this Agreement. If this Agreement is accepted by the Company, the Company shall deliver to the Investor a fully-executed copy of this Agreement. 3. Acceptance of Investor. The execution and delivery of this Agreement by or on behalf of the Investor shall constitute an offer by the Investor to purchase the number of Units set forth on the signature page hereto; such offer, which may be accepted or rejected by the Company, in whole or in part, in its sole and absolute discretion, shall be accepted by the Company solely by the Company s execution of the signature page. Upon acceptance of the Investor, the Investor shall become a party to this Agreement. The Company may reject the offer by the Investor to purchase Units at any time in its sole and absolute discretion, in which event this Agreement shall be null and void and the Subscription Materials shall be returned to the Investor. 4. Operating Agreement. Upon acceptance of this Agreement by the Company (and provided that the Investor has executed and delivered the Joinder in accordance with Section 1 above), the Investor shall become bound by the terms and conditions of that certain Operating Agreement of the Company dated as of June 20, 2017, as the same may be amended from time to time in accordance with its terms (as amended, the Operating Agreement ). A copy of the Operating Agreement is attached hereto as Schedule D. 5. Representations and Warranties of Investor. The Investor represents and warrants to the Company, each of which representation and warranty shall be true and correct upon the acquisition of the Units, as follows: 5.1 Binding Obligation. Each Document is a valid, binding and enforceable obligation of the Investor, subject to applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditor s rights and to the availability of the remedy of specific performance. 5.2 Investor Background. The Investor is either (i) an accredited investor within the meaning of Regulation D prescribed by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the Act ), the definition of which is set forth on Schedule A attached hereto, or (ii) either alone or with a purchaser representative (as defined in the Act) has such _3

2 knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the investment hereunder. 5.3 Investment Intent. The Investor is acquiring the Units for investment for the Investor s own account and not with a view to, or for resale in connection with, any distribution thereof. The Investor understands that the Units have not been registered under the Act by reason of a specific exemption from the registration provisions of the Act that depends upon, among other things, the bona fide nature of the investment intent as expressed herein. 5.4 Rule 144. The Investor acknowledges that the Units must be held indefinitely unless subsequently registered under the Act, or unless an exemption from such registration is available. The Investor is aware of the provisions of Rules 144 and 144A promulgated under the Act that permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions. 5.5 The Heights at Thorn Hill Project. The Investor acknowledges and confirms that the Investor received and reviewed a general description of the Heights at Thorn Hill Project as set forth in that certain letter of Maria E. Sinclair dated October 5, 2017, and certain updates to such letter and a general description of the Company, as set forth in Schedule C hereto. 5.6 Access To Information. The Investor acknowledges that the Investor has been given full access to such material information concerning the condition, operations and prospects of the Company as the Investor deems relevant, and has made such independent investigation of the Company as the Investor deems necessary or advisable. The Investor is satisfied that there is no material information concerning the condition, operations or prospects of the Company of which the Investor is not aware. 5.7 Speculative Nature of Projected Information; Own Investigation. To the extent that any information provided to it by the Company includes projections (whether financial or otherwise) or other forward-looking information, the Investor acknowledges that (a) such information necessarily involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from the results, performance or achievements contained in such information and (b) there can be no assurances that the assumptions upon which such information is based will prove to be accurate. The Investor acknowledges that the Company s ability to achieve its business objectives, whether or not those objectives have been provided to or shared with the undersigned, depends on a number of factors, many of which are beyond the control of the Company. The Investor represents and warrants that it has not relied on any projections or other forward looking information provided by the Company in making its decision to invest in the Units, and that it has relied solely on its own investigation of the Company. 5.8 Speculative Investment. The Investor acknowledges that an investment in the Units is highly speculative and contains a high degree of risk, and that only those persons able to lose their entire investment should purchase the Units. THE INVESTOR ACKNOWLEDGES THAT THERE IS NO ASSURANCE THAT THE AMOUNTS INVESTED IN THE COMPANY WILL BE RETURNED TO THE INVESTOR, THAT THE INVESTOR WILL RECEIVE A RETURN ON THE INVESTOR S INVESTMENT, OR WHAT THE LEVEL OF RETURN (IF ANY) WOULD BE. The Investor further represents that the Investor has reviewed the risk factors listed in Schedule B attached hereto. Such list is aimed to provide certain material risks related the Company, but not to list all of them.

3 5.9 Transferability. The Investor acknowledges and understands that the Units can not be sold, transferred, assigned, or otherwise disposed of or encumbered except in compliance with the Operating Agreement, and the applicable federal and state securities laws. 6. Assignment. Neither this Agreement nor any rights hereunder may be assigned by the Investor, in whole or in part, without the prior written consent of the Company, which may be granted or withheld in the Company s sole and absolute discretion. 7. Miscellaneous. 7.1 Governing Law; Consent to Jurisdiction. This Agreement shall be governed in accordance with the internal laws of the Commonwealth of Pennsylvania, without regard to its rules regarding conflicts of law. The Investor hereby irrevocably consents to the exclusive jurisdiction of any state or federal court in Allegheny County, Pennsylvania, and consents that all service of process be sent by nationally recognized overnight courier service directed to the Investor at the Investor s address set forth on the signature page hereto and service so made shall be deemed to be completed when received by the Investor. The Investor acknowledges and agrees that the venue provided above is the most convenient forum for both the Investor and the Company. The Investor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Agreement. 7.2 Acknowledgment of Florida Investor. If the Investor is a resident of Florida, such Investor acknowledges as follows: THE SALE OF SECURITIES TO ANY FLORIDA INVESTOR MAY BE CANCELLED BY SUCH INVESTOR WITH A WRITTEN NOTICE TO THAT EFFECT TO THE COMPANY WITHIN THREE DAYS AFTER THE TENDER OF THE CONSIDERATION HEREUNDER. 7.3 Survival. The representations, warranties, covenants and agreements made herein shall survive the Investor s acquisition of the Units. 7.4 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the respective successors, permitted assigns, heirs, executors and administrators of the parties hereto. 7.5 Entire Agreement. This Agreement and the documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. 7.6 Notices All notices and other communications required or permitted hereunder shall be effective upon receipt, shall be in writing and shall be delivered in person, by overnight delivery service, or by U.S. mail (in which event it must be mailed first-class, certified or registered, postage prepaid) addressed (a) if to the Investor, to the Investor s address set forth on the signature page of this Agreement, or to such other address as the Investor shall have furnished the Company in writing or (b) if to the Company, at its address set forth at the beginning of this Agreement, or at such other address as the Company shall have furnished to the Investor in writing. 7.7 Severability. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

4 7.8 Payment of Fees and Expenses. The Company and the Investor shall each bear their own expenses incurred with respect to this transaction. 7.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument. [Remaining Page Left Intentionally Blank; Signature Page Follows]

5 400,000 William E. Hunt _ 5300 Wilkins Avenue Pittsburgh, PA 15217

6 400,000 Daniel K. Hunt _ 104 Talavera Place Palm Beach Gardens, FL 33418

7 200,000 Terry R. Hunt _ 36 Larchwood Drive Cambridge, MA 02138

8 100,000 Susan H. Hollingsworth _ South Park Boulevard Shaker Heights, OH 44120

9 100,000 Helen M. Hunt _ 18 Hemlock Road Cambridge, MA 02138

10 100,000 John B. Hunt _ 165 Sunridge Road Rindge, NH 03461

11 100,000 Torrence M. Hunt, Jr. _ 5220 Pembroke Place Pittsburgh, PA 15232

12 100,000 Christopher M. Hunt _ 12 Sea View Avenue Cape Elizabeth, ME 04107

13 100,000 Justin W. Hunt _ 351 E 13th Street, PH2 New York, NY, 10003

14 100,000 Russell Hunt _ 5300 Wilkins Avenue Pittsburgh, PA 15217

15 The undersigned represents and warrants to the Company that (i) the undersigned is a trust, (ii) a bank, registered investment company, business development company, or small business investment company serves as a co-trustee of the undersigned, and (iii) such co-trustee has authority to make investment decisions on behalf of the undersigned trust. IN WITNESS WHEREOF, the undersigned have executed this Subscription Agreement as of this 50,000 Sophie Hunt Hollingsworth Trust Dated September 9, Asset Protection By: Name: BNY Mellon Trust of Delaware Title: Co-Trustee Name of individual signing on behalf of Co- Trustee: Title of individual signing on behalf of Co-Trustee: By: Name: Susan Hunt Hollingsworth Title: Co-Trustee Address of Trust: 4005 Kennett Pike Two Greenville Crossing Greenville, DE

16 50,000 Isaac Hollingsworth _ South Park Boulevard Shaker Heights, OH 44120

17 50,000 Evan M. Hunt _ 36 Larchwood Drive Cambridge, MA 02138

18 100,000 Avery S. Hunt _ 36 Larchwood Drive Cambridge, MA 02138

19 100,000 Oliver B. Hunt _ 156 Second Avenue, Apt. 5C New York, NY 10003

20 The undersigned represents and warrants to the Company that (i) the undersigned is a trust, (ii) a bank, registered investment company, business development company, or small business investment company serves as a co-trustee of the undersigned, and (iii) such co-trustee has authority to make investment decisions on behalf of the undersigned trust. IN WITNESS WHEREOF, the undersigned have executed this Subscription Agreement as of this 675,000 Torrence M. Hunt Sr. Trust F/B/O Grandchildren By: Name: BNY Mellon National Association Title: Co-Trustee Name of individual signing on behalf of Co- Trustee: Title of individual signing on behalf of Co-Trustee: By: Name: Torrence M. Hunt, Jr. Title: Co-Trustee By: Name: Christopher M. Hunt Title: Co-Trustee By: Name: Rachel H. Knowles Title: Co-Trustee By: Name: Daniel K. Hunt Title: Co-Trustee Address of Trust: One BNY Mellon Center, Room 3725 Pittsburgh, PA

21 Schedule A Definition of Accredited Investor The term Accredited Investor as defined by Rule 501 of Regulation D of the Act includes any person who comes within any of the following categories: 1. (a) A bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; (b) any broker or dealer registered in accordance with Section 15 of the Securities Exchange Act of 1934; (c) an insurance company as defined in Section 2(13) of the Securities Act; (d) an investment company registered under the Investment Company Act of 1940; (e) a business development company as defined by Section 2(a)(48) of the Investment Company Act of 1940; (f) a Small Business Investment Company licensed by the United States Small Business Administration in accordance with Section 301(c) or (d) of the Small Business Investment Act of 1958; (g) a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if the total assets of such plan exceed $5,000,000; (h) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 ( ERISA ), (i) if the investment decision is made by a fiduciary of such plan, as defined by Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (ii) if the total assets of such plan exceed $5,000,000 or, (iii) if a self-directed plan, with investment decisions made solely by accredited investors. 2. A private business development company as defined by Section 202(a)(22) of the Investment Advisers Act of An organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or Company, not formed for the specific purpose of acquiring the securities offered, with assets in excess of $5,000, A director, executive officer, or general partner of the issuer of the securities that are offered or sold, or a director, executive officer, or general partner of a general partner of the issuer. 5. Any natural person whose individual net worth, or joint net worth with that person s spouse, at the time of purchase, exceeds $1,000,000, excluding the value of the primary residence of such natural person, calculated by subtracting from the estimated fair market value of the property the amount of debt secured by the property, up to the estimated fair market value of the property. 6. A natural person with an individual income of $200,000 in each of the two most recent years, or joint income with the person s spouse that exceeds $300,000 in each of those years, if the person reasonably expects to reach the same income level in current years. 7. A trust, with total assets in excess of $5,000,000, which was not formed for the specific purpose of acquiring the securities offered, if the purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of the Securities Act; and 8. An entity in which all of the equity owners are accredited investors.

22 Schedule B Risk Factors The Class B Units ( Units ) that are being subscribed for pursuant to this Agreement are speculative in nature and involve a high degree of risk. Investors should carefully consider the risks described below, together with all of the other information provided to Investors, before they decide to make an investment in the Company. If any of the following risks actually occur, the business, financial condition, prospects or results of operations could be materially adversely affected. Additional risks and uncertainties not presently known to the Company or that its management currently believes to be immaterial also may impair the business. Any adverse effect on the business, financial condition, prospects or results of operations could result in a loss of all or part of Investor s investment. Certain Risks Related to the Company and the Project The Company is a Newly Formed Entity that Does Not have any Operating History. The Company is a newly formed entity with no operating history upon which an Investor may evaluate its business and prospects. The Company s Business Plan is Unproven. The Company s business plan, and its projected sources, uses and operating statements include a number of assumptions concerning the Project s costs and revenue stream from leases. All of these assumptions are speculative in nature, involve known and unknown risks, and some or all such assumptions may be proven to be inaccurate due to various factors (including the amount of capital available to the Company), some of which may be beyond the Company s control. There is no assurance that the Company s management has considered all material factors that may be relevant to making such conclusions or have adequately assessed the known and unknown risks that will inherently affect such conclusions. Thus, the actual performance of the Company may vary significantly from the discussion and analysis of such performance set forth in the Company s projections. Lack of Diversification. The business of the Company is expected to focus solely on the development, construction and management of a flex building with a total of 60,000 square feet and a three story office building with a total of 75,000 square feet, located in Cranberry Township (the Project ), which is part of the project known as the Heights at Thorn Hill Project. The Company's portfolio will not be diversified among industries, geographic areas or types of securities. Due to the lack of diversification in the Company s investments, an adverse development in the Project would have a direct material impact on the Company s financial condition or the Company s ability to return capital contributions and any interest thereon. Accordingly, the Company s investments may be subject to more rapid change in value than would be the case if the Company were to maintain a wide diversification among industries, geographic areas and types of investments. Need for Additional Funding. The Company s business plan assumes that the Project would be funded from various sources, including a loan from a related entity, Elmhurst Company with a variable interest rate of prime plus 2%, and an additional bank funding (debt) in the amount of $20,000,000. The terms and conditions related to such funding(s) have not yet been finalized. Furthermore, there is no assurance that such funding would be finalized. Any delay in obtaining such funding(s), for any reason, may result in delay in the construction of the Project and the lease of its offices to third parties. Furthermore, the Company will need additional equity to complete the Project. Insufficient funds could require the delay, scale-back or elimination of the Project, and subsequently may cause a delay in the repayment of the Project and a default thereunder.

23 Dependence on Key Personnel. The success of the Company and its ability to repay the underlying investment is highly dependent upon certain key management and technical personnel, and in particular, William E. Hunt. The loss of the services of Mr. Hunt could have a material adverse effect on the Company s business, financial condition, and results of operations. There can be no assurance that any of these persons will remain with the Company in the future due to circumstances either within or outside of their control. The Project Has Not Yet Been Leased. The Company s business plan contemplates leasing a flex building and a three story building that constitutes part of the Heights at Thorn Hill Project to third party lessees. As of the date hereof, the Company has not yet secured any leases thereunder. Any delay in the actual lease of offices of the Project may have a material adverse effect on the Company s prospects and its ability of the Company to become profitable. The Company s Success Depends on Tenants Compliance with their Respective Lease Obligations. The Company s success largely depends on the ability of tenants to perform under their rental obligations under leases and the ability of the Company to continue to lease a substantial portion of the property of the Project upon terms which do not adversely affect the property s cash flow. As the leases expire or lessees default, the demand for, and supply of, rental space in general, from time to time, may affect the property s occupancy rate and the rental rates obtained and concessions, if any, granted on new leases or re-leases of space, which may cause fluctuations in the cash flow from the operation of the property. Such fluctuations may affect the amount and timing of payments on the Project. Development and Construction Delays. The Company s operating results may be negatively affected by potential development and construction delays that result in increased costs and risks, which could limit or delay the ability of Company to become profitable. Reasons for delay in development and construction can vary, and may include, without limitation, construction issues, permitting issues, environmental and re-zoning issues, labor issues, supply of building materials issues, adverse weather conditions, and others. Delays in completion of the development and construction of the Project could give tenants the right to terminate pre-construction leases for space at a newly developed project. In addition, the Company will be subject to normal lease-up risks relating to newly constructed projects. The Company Has Not Yet Obtained the Necessary Entitlements, Permits, Approvals and Variances. The construction of the Project requires the Company to obtain various government approvals and permits, including appropriate land entitlements, construction permits, municipal approvals, or zoning variances. Any delay in obtaining such approvals and permits, or material revisions thereof, may potentially delay the construction of the Project and may adversely affect the Company s business. Any failure to obtain such approvals and permits could prevent the Company from continuing the Project and may adversely affect the Company s business. Regulations Risks. Real estate investments are subject to various forms of regulation, including building codes, regulations pertaining to fire safety and handicapped access and other regulations, which may from time to time be enacted. The significant costs required to comply with any future changes in such regulations may adversely affect the Company s ability to become profitable. Real Estate Market Risks. Because real estate, like many other types of long-term investments, historically has experienced significant fluctuations and cycles in value, specific market conditions may result in occasional or permanent reductions in the value of real property interests, which may affect the Company s ability to become profitable. Environmental Risks. Under various federal, state and local laws, ordinances and regulations, an owner of real property may be liable for costs of removal or remediation of certain hazardous or toxic

24 substances on or in such property. Such laws often impose such liability without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances. The cost of any required remediation and the owner s liability therefore as to any property are generally not limited under such laws and could exceed the value of the property or the aggregate assets of the owner. The costs associated with compliance with or the liability resulting form the foregoing may adversely affect the Company s ability to become profitable. General Risks Applicable to Lease of Office Space. Office properties generally require their owners to expend significant amounts for general capital improvements, tenant improvements and costs of re-letting space. In addition, office properties that are not equipped to accommodate the needs of modern businesses may become functionally obsolete and thus non-competitive. The Company may not have sufficient funds to cover such accommodations. Office properties may also be adversely affected if there is an economic decline in the businesses operated by their tenants. The risks of such an adverse effect are increased if the property revenue is dependent on a single tenant or if there is a significant concentration of tenants in a particular business or industry. Certain Risks Related to the Units Restrictions on Transferability; Absence of Public Market. An investment in the Company is a long-term commitment. There are substantial restrictions on the transferability of the Units as set forth in the Operating Agreement. In addition, there is no public market for the Company s securities and such a public market is not anticipated to develop. The Units are not registered under the Securities Act of 1933 (as amended, the Securities Act ) and, therefore, cannot be resold unless they are later registered or unless an exemption from registration is available. Rule 144 under the Securities Act permits limited public resale of unregistered securities if certain conditions are satisfied. These conditions include, among other things, (a) the resale occurring not less than one year after the holder has acquired and made full payment for the security, (b) the availability of certain public information about the issuer, and (c) in the case of an affiliate, or of a non-affiliate who has held the security less than two years, (i) the sale being made through a broker in an unsolicited broker s transaction or in a transaction directly with a market maker, and (ii) the amount of securities being sold in any three-month period not exceeding certain specified limitations. No Right to Participate in the Management of the Company. The affairs of the Company are managed by its officers and managers. The managers are elected by Elmhurst TH GP, LLC. The investors would not be entitled to participate in such elections.

25 Schedule C Additional Information The purpose of this Schedule C is to supplement Maria E. Sinclair s letter dated October 5, 2017 (the Letter ), and to provide additional basic information about the Company. Further information is available upon request. 1. Formation of the Company. The Company was formed on June 20, 2017, for the purpose of owning and operating real estate, including any and all acts and things incident or connected to owning and operating real estate. 2. Capitalization. The Company is newly formed, and has not yet been capitalized. As of the date hereof, it is held by one member, Elmhurst TH GP, LLC (the Initial Member ) that was issued 2,728 Class A Units 3. Offering Amount. The Company intends to raise an approximate amount of $2,725,000, but there is no guarantee that such amount will be eventually raised. 4. Securities Offered. In consideration for the investment hereunder, each investor would be issued Class B Units of the Company, at a purchase price of $1.00 per Unit. 4. Use of Proceeds. The proceeds of the offering will be used by the Company to fund the development and construction of a flex building with a total of 60,000 square feet and a three story office building with a total of 75,000 square feet, located in Cranberry Township (the Project ), which is part of the project known as the Heights at Thorn Hill Project, and for general working capital purposes, including the costs and expenses of this offering. 5. Management of the Company. (a) The Operating Agreement provides that Company would be managed by a Board of Managers (the Board ). The initial members of the Board are Richard M. Hunt, William E. Hunt, Terry Roy Hunt, John B. Hunt, Torrence M. Hunt, Jr., and Daniel K. Hunt. The Board will initially consist of six Managers. The number of Managers may be increased or decreased by time to time by the Board or the Class A Member (as long as the Initial Member is the sole Class A Member). (b) The Initial Member shall have the right, as long it holds Class A Units, to appoint and remove, from time to time, each of the Managers. (c) If and to the extent that the Initial Member is no longer the holder of Class A Units, then a Majority in Interest shall have the right to appoint and remove, from time to time, each of the Managers. Majority in Interest means the holders of a majority of the issued and outstanding membership interests of the Company (i.e., Class A Units and Class B Units). (d) The Initial Member s right to appoint and remove Managers as set forth in paragraph (b) is non-assignable and is personal to the Initial Member. (e) The initial officers of the Company include William E. Hunt as its President and Chief Executive Officer, Richard S. Conrady as its Vice President, and Maria E. Sinclair as its Secretary and Treasurer.

26 6. The Initial Member. Elmhurst TH GP, LLC, the sole holder of Company s Class A Units, is a wholly owned subsidiary of Elmhurst Corporation. 7. Rights of Class B Members. The holders of Class B Units have the authority, by a vote or the written consent of holders of more than 50% of the issued and outstanding Class B Units, to do any of the following: (a) Terminate the Company, subject to the consent of the holders of a majority of the issued and outstanding Class A Units; (b) Amend the Operating Agreement, subject to the consent of holders of a majority of the issued and outstanding Class A Units concerning matters affecting its interest in profits, losses, credits and property; and (c) Approve, prior to merger, any merger or consolidation of the Company. The holders of Class B Units would not be engaged in the day-to-day operations of the Company, and would not have a right to elect any of the members of the Board (as long as the Initial Member continues to hold Class A Units). 8. Operating Agreement. (a) The Company is governed by its Operating Agreement dated as of June 20, 2017, a copy of which is attached as Schedule D hereto (the Operating Agreement ). Subscribers are encouraged to review the Operating Agreement in its entirety. (b) In addition to the rights of the holders of Class B Units to amend the Operating Agreement as set forth in Section 7(b) hereof), the Operating Agreement may be amended at any time and from time to time by holders of a majority of the issued and outstanding Class A Units; provided, however, that (a) such amendment is approved by the Board, and (b) no such amendment shall remove the limited liability hereunder of any Class B Member, or shall increase the obligation hereunder of any Class B Member to contribute to the capital of the Company or affect allocations of or distributions with respect to any Class B Member s percentage interest in the Company without its express written consent. Notwithstanding the foregoing, any addendum to the Operating Agreement executed in accordance with the provisions hereof shall not constitute a modification or amendment requiring a writing signed by each Member.

27 Schedule D Operating Agreement (Attached)