Extract to table

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members hereby agree as follows: ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings ascribed to them below

Capitalized terms used but not defined in any particular provision of this Agreement shall have the meanings set forth in this Article I

For purposes of this definition, "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise, and "Controlled" and "Controlling" shall have correlative meanings

Without limiting the foregoing, (a) Fairwater REIT and any entity directly or indirectly owned or controlled by Fairwater REIT shall be deemed Affiliates of the Managing Member, and (b) Prescott Capital Partners, LP and any entity directly or indirectly owned or controlled by Prescott Capital Partners, LP shall be deemed Affiliates of the Investor Member

"Development Management Agreement" means that certain Development Management Agreement by and between the Company and Fairwater REIT, substantially in the form attached hereto as Exhibit E, pursuant to which Fairwater REIT shall provide development management services for the Project in consideration of the Development Management Fee

5%) of Hard Costs, which fee shall be payable to Fairwater REIT pursuant to the Development Management Agreement