Page 50 - Aida Hovsepian Onboarding

Section 2.9. Interim Provisions. The purpose of this Section 2.9 is to set forth the
procedures for the governance of the Co-op before the first annual meeting of the Co-op’s
stockholders. Notwithstanding any other provision of these Bylaws, Peter DeGast and Chris Milisci
shall be eligible to be members of the Co-op and the Co-op has duly authorized and issued to each of
them one uncertificated share of Series M Common Stock. In their capacity as the sole holders of
shares of the Co-op’s capital stock, they have the authority to take any action authorized to be taken
by stockholders of a Delaware corporation under the General Corporation Law of the State of
Delaware. Upon the Co-op’s offering of shares of Common Stock to potential members, the shares
of Series M Common Stock issued to Peter DeGast and Chris Milisci shall be exchanged for shares
of Common Stock in the Series designated by the Co-op’s Board of Directors upon the execution by
Messrs. DeGast and Milisci of appropriate Membership Subscription Agreements. The following
duly elected members of the Co-op’s Board of Directors are hereby designated to serve as directors
of the Co-op, each to represent the Series described below, and are assigned to the designated Class
as described in Section 4.1(f) of the Bylaws, to hold office for the period described in Section 4.1(h)
of the Bylaws:

Name Series Class

Peter DeGast D II
Joseph E. Langteau E II
Ramzi Hakim F I
Scott Womack G I
Chris Milisci H III
Mark Justice I III
Des Hague A II

ARTICLE III

Meetings of Members of the Co-op

Section 3.1. Annual Meetings. An annual meeting of Co-op members shall be held each
year at such date, time and place selected by the Board of Directors.

Section 3.2. Special Meetings. Special meetings of members for any purpose or purposes
may be called at any time by: (i) the Chairman of the Board of Directors; (ii) the President of the Co-
op; (iii) by three of the voting members of the Board of Directors; or (iv) holders of not less than
thirty (30) outstanding shares of Common Stock entitled to vote at such meeting, upon not less than
twenty (20) nor more than sixty (60) days written notice to all members which shall state the place,
date, hour and purpose or purposes of the meeting.

Section 3.3. Notice of Meetings. Whenever members are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given that shall state the place, date and
hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the

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