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(a) First, (i) 75% to the Investor Members, pro rata in proportion to each Investor Member’s respective percentage interest in the Company (“Percentage Interest) and (ii) 25% to the Managing Members, until each Investor Member’s Unreturned Capital Contributions (as defined below) are reduced to zero; and (b) Thereafter, (i) 50% to the Investor Members pro rata in proportion to each Investor Member’s respective Percentage Interest, and (ii) 50% to the Managing Member. For purposes hereof, “Unreturned Capital Contributions” means the capital contributions of a Member, less the aggregate distributions made to such Member. In the event of a sale, merger, refinancing or other capital events, available cash from such event, after the payment of certain expenses and senior liabilities, will be distributed to the Members as follows: (a) First, 100% to the Members pro rata in proportion to each Member’s Unreturned Capital Contributions until each Member’s Unreturned Capital Contributions are reduced to zero; and (b) Thereafter, (i) 50% to the Investor Members pro rata in proportion to each Investor Member’s respective Percentage Interest, and (ii) 50% to the Managing Member. Term of the Company: The Company will have a term of 40 years. The Managing Member, in its sole and absolute discretion, reserves the right to liquidate the Company at any time, subject to applicable law and regulations. The Company may also be dissolved upon the vote of all of the Members or the sale of all or substantially all of the Company’s assets. Risk Factors: An investment in the Company involves a significantly high degree of risk. Prospective investors should carefully review the factors under the heading “RISK FACTORS AND POTENTIAL CONFLICTS OF INTEREST” in Section VI of this Private Placement Memorandum prior to investing in Membership Interests.