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APPROVED AND FILED <br />DIEGO MORALES <br />INDIANA SECRETARY OF STATE <br />05/03/2024 03:16 PM <br />SCHEDULE II TO <br />OPERATING AGREEMENT <br />SCHEDULE OF LIMITATIONS ON AUTHORITY <br />Except as provided otherwise in this Agreement, approval by the Member shall be required <br />for any of the following actions: <br />(i) Any purchase, sale, lease, exchange, transfer, pledge or other acquisition or <br />disposition of an asset having a book value or fair market value in excess of $250,000, unless <br />approved in a budget approved by the Member; or any sale, lease, exchange, transfer, pledge or other <br />disposition of any business of the Company or all or substantially all of its assets; <br />(ii) any contract or agreement pursuant to which the Company's financial exposure may <br />reasonably be expected to exceed $1,000,000.00; <br />(iii) the (A) commencement of a voluntary case under any applicable bankruptcy, <br />insolvency, reorganization or similar law now or hereafter in effect, (B) consent to the entry of any <br />order for relief in an involuntary case under any such law, (C) consent to the appointment or taking <br />possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) <br />of the Company or of any substantial art of the property thereof, (D) making by the Company of a <br />general assignment for the benefit of creditors or (E) making of any other arrangement or <br />composition with creditors generally to modify the terms of payment of or otherwise restructure <br />their obligations; <br />(iv) any sale or grant to any person or persons of any commitment or other obligation to <br />issue, sell or grant to any person (A) any Interest, (B) any securities convertible into or exchangeable <br />for or carrying any rights to acquire from the Company any Interest or (C) any options, warrants or <br />any other rights to acquire from the Company any Interest; <br />(v) any consolidation, merger, share exchange or amalgamation with, or the acquisition <br />of any interest in, any other Person or its assets, other than acquisitions of goods and services in the <br />ordinary course of business; <br />(vi) the incurrence or assumption of any indebtedness of any kind, other than in the <br />ordinary course of the business of the Company unless approved in a budget approved by the <br />Member; <br />(vii) except for routine encumbrances granted in the ordinary course of business in <br />connection with the acquisition of office equipment, the creation, assumption or incurrence of any <br />mortgage, pledge, security interest, adverse claim or other encumbrance in respect of any of its <br />properties or assets, unless approved in a budget approved by the Member; <br />Schedule II - 1 <br />- Page 21 of 23 - <br />