As a shareholder of the Company, you will have a separately maintained capital account, which will reflect your interest in the Company. The initial amount of your capital account will equal the value of the easement along the railroad corridors that you contribute to the Company.

Your capital account will be increased by the amount of any cash or property you contribute, allocations to you of Company income or gain, and the amount of any Company liabilities assumed by you or which are secured by any property distributed to you. The capital account will be decreased by the amount of cash or property distributed to you, allocations to you of Company loss or deduction, and the amount of any of your liabilities the Company assumes or which are secured by property you contributed to the Company.

Net income and losses will be allocated as follows:

• First, an amount of income equal to the amount of the initial cash payment and the percentage-of-revenue payments will be allocated to the cable-side shareholders;
• The balance of net income, losses, gains and credits will be allocated to shareholders pro rata.

We will distribute the initial cash payments and the percentage-of-revenue payments received from T-Cubed to cable-side shareholders on receipt from T-Cubed. Next, we will pay to the settlement class counsel the fees due to them that are calculated by reference to our revenue. See Certain Transactions. The board of directors has the discretion to determine the time and amount of any distribution other than the initial cash payments, the percentage of revenue payments and the fees of settlement class counsel. All other distributions will be made to all shareholders pro rata. To the extent the board of directors deems it commercially reasonable, we will also distribute cash to shareholders to meet their income tax liabilities arising from holding our shares.

Other than the initial cash payments, the percentage-of-revenue payments and distributions to provide shareholders with cash to meet their income tax liabilities arising from holding our shares, we do not presently intend to make any other distributions of cash to shareholders. Rather, we intend to accumulate cash for use in our business.

You will not be entitled to withdraw or reduce your capital account nor will you be entitled to have your membership shares repurchased or redeemed by the Company.

You may not transfer your membership shares except:

• To a member of your family; or
• Upon your death.

If your membership shares are involuntarily transferred due to your bankruptcy, divorce or any other cause, the Company will have an option to repurchase all or any portion of your membership shares at a price equal to the lesser of:

• The value of the portion of your capital account allocable to the involuntary transfer; or
• The value of your membership shares.

A transferee of your membership shares will have only the economic rights of a shareholder and not the voting and other rights of a member of a Delaware limited liability company unless certain conditions are met, including:

• The transferee has executed an agreement accepting, adopting and agreeing to be bound by the terms and conditions of our limited liability company agreement;
• You or the transferee have paid all reasonable expenses of the Company in connection with the admission of the transferee as a substitute member;
• The transferee has delivered to the Company an opinion of counsel satisfactory to the Company that (A) any such transfer will not cause the Company or any shareholder to violate any federal or state securities laws, and (B) the terms and conditions of the limited liability company agreement;
• The board of directors approves the transfer.

The board of directors will establish a series of interests for the purpose of holding, exchanging, developing and distributing property for the benefit of shareholders who contributed easements along the railroad corridors in the T-Cubed lawsuit. The board of directors may establish additional series of interests.

The board of directors will also establish classes of interests within the series in the Company. The initial series of interests will be divided into two classes of shareholders. The first class will be composed of those shareholders who contributed easements along the cable side of the railroad corridors and, the second class will be composed of those shareholders who contributed easements along the non-cable side of the railroad corridors. The two classes will have the same rights, duties and obligations, except with respect to the allocations of net income or losses. The board of directors may establish additional classes of interests.

Your liability for the debts, obligations, and liabilities of the Company is limited to your investment in the Company. You will not be personally liable for the debts, obligations or liabilities of the Company unless you otherwise agree to be personally liable.

The shareholders will meet annually to elect the board of directors and transact other business that appropriately comes before the meeting. The shareholders will receive more than 10 days but less than 60 days notice of meetings scheduled by the board of directors

As a shareholder, you will each be entitled to 1.0% of the Company's total voting rights for each percentage point of your percentage interest in the Company.

The board of directors may amend the limited liability company agreement to reflect the admission of shareholders and substitute shareholders. All other amendments must be approved by the board of directors and by shareholders owning more shares voting in favor than against.

Generally, the Company will indemnify any individual who is or was a shareholder or director of the Company against liability and expenses, including attorney fees, incurred by him in any action, suit, or proceeding, in which he is made or threatened to be made a party by reason of being of having been a shareholder or director of the Company unless he is adjudged to have breached or failed to perform the duties of his office and the breach or failure to perform constituted willful misconduct. The Company may fully or partially provide the same rights of indemnification and reimbursement to other individuals who are or were employees or agents of the Company.

The Company will dissolve:

• On the vote by a majority of the board of directors and by shareholders owning more shares voting in favor than against;
• On the occurrence of any other event requiring dissolution of the Company under the Delaware Statute.

In the event the Company is dissolved or liquidated, the assets of the Company will be distributed in the following order:

• To the payment of debts and liabilities of the Company, including to shareholders to the extent permitted by law, and the expenses of liquidation;
• To the setting up of necessary or appropriate reserves for any disputed, contingent or unforeseen liabilities or obligations of the Company;
• To the setting up of necessary or appropriate reserves for any disputed, contingent or unforeseen liabilities or obligations of the Company;
• To the shareholders in accordance with their respective capital account balances, as adjusted for the allocation of all income or loss.

Any and all disputes relating to our limited liability company agreement, except disputes regarding the transfer of shareholder interests, will be settled by final and binding arbitration in Washington, D.C.  Any and all disputes regarding the transfer of shareholder interests, however, may be instituted and maintained in any court of competent jurisdiction.