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LIMITATION OF AUTHORITY
No officer, employee, agent, or other representative of Stonehenge Capital Company, LLC or any of its subsidiaries, affiliates or related companies (individually and collectively, the “Company”) is authorized to: (i) obligate the Company to make or commit to make any loan or other investment to or in any other person (collectively, an “Investment Obligation”); (ii) modify, amend, restate, or waive compliance with any term or condition of any loan or other investment of the Company (collectively, an “Investment Modification”), unless such Investment Obligation or Investment Modification (A) is in writing and sets forth the definitive terms and conditions thereof, (B) has been expressly authorized by the Board of Managers or Board of Directors, as applicable, of the Company (“Board”) or the designated Investment Committee (“Investment Committee”) of such Board, and (C) has been executed and delivered by the President, Secretary or a Managing Director of the Company (each an “Authorized Officer”) or by an officer of the Company expressly authorized to execute and deliver such written Investment Obligation or Investment Modification by such Board or Investment Committee.
Without limiting the forgoing, no officer, employee, agent, or other representative of the Company is authorized to obligate or cause the Company to make or enter into any binding agreement or commitment with respect to the payment of money, the transfer or conveyance of property, or the guaranty or assumption of any financial risk (collectively, a “Financial Obligation”) requiring or potentially requiring the payment by the Company of more than $10,000 in cash or value, unless such Financial Obligation (A) is in writing and sets forth the definitive terms and conditions thereof, and (B) has been executed and delivered by an Authorized Officer or by an officer of the Company expressly authorized to execute and deliver such by the Board of the Company or the Investment Committee.
Without limiting the forgoing, (A) no officer, employee, agent, or other representative of the Company is authorized to make any oral agreement, promise, or commitment, regardless of the anticipated time period of payment or performance, on behalf of the Company with respect to any Investment Obligation, Investment Modification, or Financial Obligation, and (B) no term sheet or summary of proposed investment terms nor any letter, memorandum or other document setting forth any proposed terms or conditions of any Investment Obligation, Investment Modification, or Financial Obligation shall, for any purpose, be deemed to obligate the Company in any way unless it expressly states that it is intended to be a binding agreement with respect to such Investment Obligation, Investment Modification, or Financial Obligation, and satisfies the requirements with respect to execution and delivery by an Authorized Officer and Board or Investment Committee authorization set forth above.
No person is authorized to act or to hold himself or herself or itself out as acting as an agent or other representative of the Company unless he or she or it is expressly authorized to act as the agent of the Company in such specific capacity and with such specific authority pursuant to a definitive power of attorney in writing and which has a stated definitive termination date, and such power of attorney is (A) expressly authorized by the Board of the Company, and (B) executed and delivered by at least two Authorized Officers.
This institution is an equal opportunity provider.