(1) Does Elihu Root have sufficient authority to enter into the purchase agreement, the SHA option, the Access Agreement and the SWM agreement and ultimately bind the current owners of the property? If not, who does have sufficient authority? (2) What other documentation do we need to get comfortable with the issue? On a totally unrelated issue, Phil and Hyper Kapital are negotiating with a third party investor regarding the ownership terms and conditions for the Hyper Kapital entity that will be the owner of the property and the landlord under the leases. Attached is a copy of the proposed joint venture operating agreement reflecting changes proposed by the investor - Ocwen. Ocwen has raised three prickly issues regarding management and control over the project. First, Phil and Hyper Kapital typically prefer to reserve numerous management rights over the company without having to seek the investors' prior approval. This is typically accomplished by getting all of the parties to agree in advance to a 'Business Plan' which includes details such as designs, schedules and budgets (you can find this provision in Section 4.1(b)). In this particular, the potential investor has flipped the typical arrangement and is requiring any 'Major Decisions' to be subject to the prior approval of the investor (you can find this provision in Section 4.1(c)). Please review Sections 4.1(b) and 4.1(c) of the operating agreement and let me know your thoughts on the following: